8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

August 22, 2006 (August 21, 2006)
Date of Report (Date of earliest event reported)

SANMINA-SCI CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	000-21272	77-0228183
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2700 North First Street

San Jose, California 95134

(Address of principal executive offices)

(408) 964-3500
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

Sanmina-SCI Corporation (the “Company”) announced in the press release attached hereto as Exhibit 99.1, that it is soliciting consents from the holders of its $400 million aggregate outstanding principal amount of 6¾% Senior Subordinated Notes due 2013 and from the holders of its $600 million aggregate outstanding principal amount of 8.125% Senior Subordinated Notes due 2016.  In each case, the Company is requesting a waiver, until December 14, 2006, of any default or event of default under the terms of the indentures governing such notes that may arise from its failure to file with the Securities and Exchange Commission and furnish to the trustee and holders of such notes, certain reports required to be filed under the Securities Exchange Act of 1934.  The consent solicitation statement delivered to holders of each series of such notes and the related form of letter of consent are attached hereto as exhibits and are incorporated herein in their entirety.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed herewith:

99.1	Press release dated August 21, 2006 regarding the Company’s Consent Solicitation
99.2	Consent Solicitation Statement dated August 21, 2006 related to the Company’s 6¾% Senior Subordinated
	Notes due 2013 and 8.125% Senior Subordinated Notes due 2016
99.3	Form of Letter of Consent related to the Company’s 6¾% Senior Subordinated Notes due 2013 and 8.125%
	Senior Subordinated Notes due 2016

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SANMINA-SCI CORPORATION
Date: August 22, 2006	By:	/s/ David L. White
		David L. White
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
	The following exhibits are filed herewith:
99.1	Press release dated August 21, 2006 regarding the Company’s Consent Solicitation
99.2	Consent Solicitation Statement dated August 21, 2006 related to the Company’s 6¾% Senior Subordinated Notes due 2013 and 8.125% Senior Subordinated Notes due 2016
99.3	Form of Letter of Consent related to the Company’s 6¾% Senior Subordinated Notes due 2013 and 8.125% Senior Subordinated Notes due 2016

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EX-99.1

Exhibit 99.1

SANMINA-SCI COMMENCES CONSENT SOLICITATION FROM NOTE HOLDERS

SAN JOSE, CALIF., — AUGUST 21, 2006—Sanmina-SCI Corporation (the “Company”) announced today that it is soliciting consents from the holders of the $400 million aggregate outstanding principal amount of its 6¾% Senior Subordinated Notes due 2013 (CUSIP No. 800907AJ6) and the holders of the $600 million aggregate outstanding principal amount of its 8.125% Senior Subordinated Notes due 2016 (CUSIP No. 800907AK3).  In each case, the Company is requesting a waiver, until December 14, 2006, of any default or event of default that may arise by virtue of the Company’s failure to file with the Securities and Exchange Commission and furnish to the trustee and holders of notes, certain reports required to be filed by the Company under the Securities Exchange Act of 1934, as amended (the “Reporting Provisions”).  Holders of the notes are referred to the Company’s Consent Solicitation Statement dated August 21, 2006 and the related Letter of Consent, which are being mailed to each holder, for the detailed terms and conditions of the consent solicitation.

As previously announced, the Company has not yet filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2006.

The Company is offering a consent fee of $16.25 in cash for each $1,000 in principal amount of its 6¾% Senior Subordinated Notes due 2013.  The Company is offering a consent fee of $10.00 in cash for each $1,000 in principal amount of its 8.125% Senior Subordinated Notes due 2016.

The Company has received indications from the beneficial holders of a majority in outstanding principal amount of the 8.125% Senior Subordinated Notes due 2016 and approximately 48% of the 6¾% Senior Subordinated Notes due 2013 that they intend to consent to the proposed waiver.

The record date for determining the holders who are entitled to consent is August 21, 2006.  The proposed waiver for each series of notes shall become effective for such series promptly following (i) receipt of valid and unrevoked consents from holders representing a majority of the outstanding aggregate principal amount of such series of notes, (ii) execution of a supplemental indenture to the indenture governing such series of notes, if required, and (iii) payment of the consent fee for such series of notes.

The consent solicitation will expire at 5:00 p.m., New York City time, on September 6, 2006, unless extended.  Holders may tender their consents to the Tabulation Agent at any time before the expiration date.  Holders may revoke their consents as described in the Consent Solicitation Statement.

The Company has retained Global Bondholder Services Corporation to serve as its Information Agent and Tabulation Agent for the consent solicitation.  Requests for documents should be directed to Global Bondholder Services at (866) 470-3800 or (212) 430-3774.  The Company has also retained Banc of America Securities LLC and Citigroup Corporate and Investment Banking as joint solicitation agents for the consent solicitation.  Questions concerning the terms of the consent solicitation should be directed to Banc of America Securities LLC at (888) 292-0070 or (704) 388-4813 or Citigroup Corporate and Investment Banking at (800) 558-3745 or (212) 723-6106 (collect).

This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or sell or a solicitation of consents with respect to any securities.  The solicitations are being made solely pursuant to the Company’s Consent Solicitation Statement dated August 21, 2006 and the related Letter of Consent.  Notwithstanding the Company’s intention to seek waivers, no assurance can be given that an event of default under the indentures will not occur in the future.

Safe Harbor Statement

The foregoing, including the discussion regarding the Company’s solicitation of consents, contains certain forward-looking statements that involve risks and uncertainties. The Company is also unable to predict the outcome of the internal investigation of the special committee of the Board of Directors, any SEC inquiry or any lawsuit or other proceeding related to the Company’s historical stock option administration policies and practices and any potential resulting impact on the Company’s financial statements or results. The Company’s actual results of operations may differ significantly from those contemplated by such forward-looking statements as a result of these and other factors, including factors set forth in the Company’s fiscal year 2005 Annual Report on Form 10-K filed on December 29, 2005 and the other reports, including quarterly reports on Form 10-Q and current reports on Form 8-K, that the Company files with the Securities Exchange Commission.

About Sanmina-SCI

Sanmina-SCI Corporation is a leading electronics contract manufacturer serving the fastest-growing segments of the global electronics manufacturing services (EMS) market. Recognized as a technology leader, Sanmina-SCI provides end-to-end manufacturing solutions, delivering superior quality and support to large OEMs primarily in the communications, defense and aerospace, industrial and medical instrumentation, computer technology and multimedia and consumer sectors. Sanmina-SCI has facilities strategically located in key regions throughout the world. Information about Sanmina-SCI is available at www.sanmina-sci.com.

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EX-99.2

Exhibit 99.2

SANMINA-SCI CORPORATION

CONSENT SOLICITATION STATEMENT

Solicitation of Consents relating to

the Waiver under the Indentures

with Respect to the Following Series of Notes:

Title of Securities	Principal Amount Outstanding		CUSIP Number
6¾% Senior Subordinated Notes due 2013	$	400,000,000	800907AJ6
8.125% Senior Subordinated Notes due 2016	$	600,000,000	800907AK3

THE CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 6, 2006, UNLESS OTHERWISE EXTENDED (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE “CONSENT DATE”).

Subject to the terms and conditions set forth in this Consent Solicitation Statement (as may be amended or supplemented, the “Consent Solicitation Statement”) and the accompanying Letter of Consent (the “Letter of Consent”), Sanmina-SCI Corporation, a Delaware corporation (“Sanmina-SCI”), is hereby soliciting the consent (each such solicitation being referred to respectively herein as the “Consent Solicitation”) of Holders (as defined below) as of the Record Date (as defined below) of each of the (i) 6¾% Senior Subordinated Notes due 2013 (CUSIP No. 800907AJ6) (the “6¾% Notes”), issued and outstanding under the Indenture, dated as of February 24, 2005, among Sanmina-SCI, as issuer, the notes guarantors party thereto, and U.S. Bank National Association (“U.S. Bank”), as trustee (in such capacity, the “6¾% Notes Trustee”), as supplemented by the First Supplemental Indenture, dated as of September 30, 2005 (as supplemented, the “6¾% Notes Indenture”), and (ii) 8.125% Senior Subordinated Notes due 2016 (CUSIP No. 800907AK3) (the 8.125% Notes, and together with the 6¾% Notes, the “Notes”), issued and outstanding under the Indenture, dated as of February 15, 2006 (the “8.125% Notes Indenture” and together with the 6¾% Notes Indenture, the “Indentures”), among Sanmina-SCI, as issuer, the notes guarantors party thereto, and U.S. Bank, as trustee (in such capacity, the “8.125% Notes Trustee” and together with the 6¾% Notes Trustee, the “Trustee”).

The purpose of the Consent Solicitation is to obtain waivers (collectively, the “Proposed Waiver”) through December 14, 2006 (the “Waiver Expiration Date”) of any Default or Event of Default (as such terms are defined in each Indenture, respectively), and the consequences thereof, which may arise from a failure to comply with each of Section 704 and Section 1019 of the 6¾% Notes Indenture and the 8.125% Notes Indenture (collectively, the “Reporting Provisions”), which provide that Sanmina-SCI file with the Securities and Exchange Commission (the “SEC”) and provide the 6¾% Notes Trustee and 8.125% Notes Trustee, respectively, and the Holders (as defined in the respective Indentures), the annual reports and other information, documents and other reports (collectively, the “SEC Reports”) filed by it pursuant to Sections 13(a) and 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), at the times specified in the Exchange Act for the filing of such reports, for (i) the reasons set forth in Sanmina-SCI’s Form 12b-25 filed with the SEC on August 11, 2006, (ii) matters reasonably related thereto or (iii) any incidental matters that, collectively, are not material to Sanmina-SCI.  For a more detailed description of the purpose of the Consent Solicitation and a more detailed description of the Proposed Waiver, see “Purpose and Background of the Consent Solicitation” and “The Proposed Waiver,” below.

As of the date of this Consent Solicitation Statement, Sanmina-SCI has received indications from the beneficial holders of a majority in outstanding principal amount of the 8.125% Notes and approximately 48% of the 6¾% Notes that they intend to consent to the proposed waiver.

The Joint Solicitation Agents for the Consent Solicitation are:

BANC OF AMERICA SECURITIES LLC CITIGROUP

August 21, 2006

The Proposed Waiver for each series of Notes shall become effective for such series (the “Effective Date”) promptly following (i) receipt of valid and unrevoked consents from Holders (the “Consenting Holders”) representing a majority of the outstanding aggregate principal amount of such series of Notes (the “Requisite Consents”), (ii) execution of a supplemental indenture (each, a “Supplemental Indenture”) to the Indenture governing such series of Notes, if required, and (iii) payment of the applicable Consent Fee (as defined below).

With respect to Holders of the 6¾% Notes, Sanmina-SCI will pay a fee on or prior to the Effective Date (the “6¾% Notes Consent Fee”), to each Holder of the 6¾% Notes whose properly executed Letters of Consent are received by the Tabulation Agent on or prior to the Consent Date and who do not revoke their consent, equal to $16.25 in cash for each $1,000 in principal amount of 6¾% Notes with respect to which such a consent is received from such Consenting Holder.

With respect to Holders of the 8.125% Notes, Sanmina-SCI will pay a fee on or prior to the Effective Date (the “8.125% Notes Consent Fee” and together with the 6¾% Notes Consent Fee, each a “Consent Fee”), to each Holder of the 8.125% Notes whose properly executed Letters of Consent are received by the Tabulation Agent on or prior to the Consent Date and who do not revoke their consent, equal to $10.00 in cash for each $1,000 in principal amount of 8.125% Notes with respect to which such a consent is received from such Consenting Holder.

In this Consent Solicitation Statement, the term “Record Date” means 5:00 p.m., New York City time, on August 21, 2006, and the term “Holder” means each person shown on the records of the registrar for the respective series of Notes as a registered holder on the Record Date.

For purposes of determining the Requisite Consents with respect to the Notes, as of the date of this Consent Solicitation Statement, the aggregate outstanding principal amount of each series of Notes is as follows:

Title of Securities	Principal Amount Outstanding
6¾% Notes	$	400,000,000
8.125% Notes	$	600,000,000

As of the date of this Consent Solicitation Statement, Sanmina-SCI has received indications from the beneficial holders of a majority in outstanding principal amount of the 8.125% Notes and approximately 48% of the 6¾% Notes that they intend to consent to the proposed waiver.

Only Holders of a series of Notes whose properly executed Letters of Consent with respect to such Holders’ Notes are received by the Tabulation Agent on or prior to the Consent Date, and who do not revoke their consent, will be entitled to receive the applicable Consent Fee in the event the Proposed Waiver becomes effective with respect to such series of Notes.  All other Holders of such series of Notes will not be entitled to receive the Consent Fee but will be bound by the Proposed Waiver when it becomes effective with respect to such series of Notes.  Subject to the terms and conditions of this Consent Solicitation Statement and the related Letter of Consent, Sanmina-SCI will pay the applicable Consent Fee to the Consenting Holders on or prior to the Effective Date applicable to such series of Notes.

No Consent Fee will be paid for a particular series of Notes if the Requisite Consents are not received for such particular series of Notes, if the Consent Solicitation is withdrawn for a particular series of Notes for any reason or if the Proposed Waiver does not otherwise become effective for a particular series of Notes for any reason.  If Sanmina-SCI does not pay the Consent Fee to each Consenting Holder with respect to either series of Notes by September 30, 2006, the Consent Solicitation with respect to such series of Notes will terminate.

Holders are requested to read and consider carefully the information contained in this Consent Solicitation Statement and the related Letter of Consent and to give their consent to the Proposed Waiver by properly completing and executing the accompanying Letter of Consent in accordance with the instructions set forth herein and therein.

The transfer of Notes after the Record Date will not have the effect of revoking any consent theretofore validly given by a Holder, and each properly completed and executed Letter of Consent will be counted notwithstanding any transfer of the Notes to which such Letter of Consent relates, unless the procedure for revoking consents described herein and in the Letter of Consent has been satisfied.

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Recipients of this Consent Solicitation Statement and the accompanying materials should not construe the contents hereof or thereof as legal, business or tax advice.  Each recipient should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Consent Solicitation.

IMPORTANT

Only Holders (as defined below) are eligible to consent to the Proposed Waiver.  Any beneficial owner of Notes who is not a Holder of such Notes must arrange with the person who is the Holder or such Holder’s assignee or nominee to execute and deliver a Letter of Consent on behalf of such beneficial owner.  As of the date of this Consent Solicitation Statement, the only Holder of the Notes is Cede & Co., as nominee for The Depository Trust Company (“DTC”).  For purposes of the Consent Solicitation, DTC has authorized DTC participants (“Participants”) set forth in the position listing of DTC as of the Record Date to execute Letters of Consent as if they were the Holders of the Notes held of record in the name of DTC or the name of its nominee.  Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants.

Holders who wish to consent must deliver their properly completed and executed Letters of Consent to the Tabulation Agent as set forth on the back cover page of this Consent Solicitation Statement and in the Letter of Consent in accordance with the instructions set forth herein and therein.  Consents should not be delivered to Sanmina-SCI or the Trustee.  However, Sanmina-SCI reserves the right to accept any consent received by Sanmina-SCI or the Trustee.  Under no circumstances should any person tender or deliver Notes to Sanmina-SCI, the Tabulation Agent, the Solicitation Agents, the Trustee or any other party at any time.

No person has been authorized to give any information or make any representations other than those contained or incorporated by reference herein or in the accompanying Letter of Consent, and, if given or made, such information or representations must not be relied upon as having been authorized by Sanmina-SCI, the Tabulation Agent, the Solicitation Agents, the Trustee or any other person.  The statements made in this Consent Solicitation Statement are made as of the date hereof, and the delivery of this Consent Solicitation Statement and the accompanying materials shall not, under any circumstances, create any implication that the information contained herein is correct after the date hereof.

Unless you are a Holder, please handle this matter through your nominee bank or broker through whom you hold an interest in the Notes.  Questions concerning the terms of the Consent Solicitation should be directed to either the Solicitation Agents or the Tabulation Agent at the address or telephone numbers set forth on the back cover page hereof.  Requests for assistance in completing and delivering Letters of Consent or requests for additional copies of this Consent Solicitation Statement, the Letter of Consent or other related documents should be directed to the Tabulation Agent at the address or telephone number set forth on the back cover page hereof.

SANMINA-SCI

Sanmina-SCI Corporation (NASDAQ: SANM) is a leading electronics contract manufacturer serving the fastest-growing segments of the global electronics manufacturing services (EMS) market.  Recognized as a technology leader, Sanmina-SCI provides end-to-end manufacturing solutions, delivering superior quality and support to large OEMs primarily in the communications, defense and aerospace, industrial and medical instrumentation, computer technology and multimedia and consumer sectors.  Sanmina-SCI has facilities strategically located in key regions throughout the world.

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PURPOSE AND BACKGROUND OF THE CONSENT SOLICITATION

Purpose

The purpose of the Consent Solicitation is to obtain a waiver for a limited time of any Default or Event of Default (as such terms are defined in each Indenture, respectively), and the consequences thereof, which may arise from a failure to comply with the Reporting Provisions, which provide that Sanmina-SCI file with the SEC and provide the 6¾% Notes Trustee and 8.125% Notes Trustee, respectively, and the Holders (as defined in the respective Indentures), the SEC Reports at the times specified in the Exchange Act for the filing of such reports, for (i) the reasons set forth in Sanmina-SCI’s Form 12b-25 filed with the SEC on August 11, 2006, (ii) matters reasonably related thereto or (iii) any incidental matters that, collectively, are not material to Sanmina-SCI.

Background

As previously announced, the Company’s Board of Directors formed an independent special committee of the Board to review certain matters concerning the Company’s stock option administration policies and practices dating back to January 1, 1997.  The special committee of the Board is currently working with independent outside legal counsel and is in the process of conducting its investigation and analysis of the Company’s stock option activity.  Until the investigation is complete, the Company is not providing detailed GAAP or Non-GAAP financial information for the fiscal quarter ended July 1, 2006 and will not be in a position to announce additional financial results for that quarter until the special committee has completed its investigation.  Further, as a result of this investigation, the Company announced on August 11, 2006 that it would delay the filing of its Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2006 pending the completion of the independent special committee’s investigation.  The Company intends to file its Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2006 as soon as practicable after the completion of the investigation by the independent special committee.  Failure to file the Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2006 in a timely manner with the SEC and file such report with the Trustees as required by the terms of the Indentures could constitute a Default under each Indenture.  If such Default occurs and is not cured on a timely basis, Holders may be entitled, subject to certain conditions, to accelerate the maturity of the Notes.

Although the special committee intends to complete the investigation as soon as practicable and Sanmina-SCI intends to resume compliance with the Reporting Provisions promptly thereafter, Sanmina-SCI cannot at this time determine when the investigation will be completed and when any existing Default under the Indentures will be cured by compliance with the Reporting Provisions.  On August 15, 2006, Sanmina-SCI received a notice of default from the 6¾% Notes Trustee and the 8.125% Notes Trustee alleging Default under the 6¾% Notes Indenture and the 8.125% Notes Indenture, respectively, arising from the failure by Sanmina-SCI to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2006.  Under each Indenture, Sanmina-SCI has until September 14, 2006 to cure any such Default.

Consequently, subject to the terms and conditions of the Consent Solicitation as set forth in this Consent Solicitation Statement and the related Letter of Consent, Sanmina-SCI is requesting the Proposed Waiver in consideration of the payment by Sanmina-SCI of the Consent Fees in order to allow the independent special committee sufficient time to conclude the independent investigation, and to allow Sanmina-SCI sufficient time to ensure compliance with the Reporting Provisions, without the possibility of an acceleration of the Notes arising from any alleged failure to comply with the Reporting Provisions.

Sanmina-SCI represents and warrants that, to its knowledge, other than any Default or Event of Default which may arise from a failure to comply with the Reporting Provisions, no Default or Event of Default under the Indentures has occurred that has not been waived or cured.

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THE PROPOSED WAIVER

Sanmina-SCI is soliciting the waiver of any Default or Event of Default (as defined in each Indenture, respectively), and the consequences thereof, which may arise from a failure by Sanmina-SCI to comply with the Reporting Provisions at any time prior to December 14, 2006 (the “Waiver Expiration Date”), for (i) the reasons set forth in Sanmina-SCI’s Form 12b-25 filed with the SEC on August 11, 2006, (ii) matters reasonably related thereto or (iii) any incidental matters that, collectively, are not material to Sanmina-SCI; provided, however, that the Proposed Waiver would not be effective with respect to any Default or Event of Default that would exist after the close of business on the Waiver Expiration Date if Sanmina-SCI were to fail to comply with the Reporting Provisions by the close of business on such date (without regard to any cure period).  The Proposed Waiver is set forth in the Letter of Consent.  Copies of the Letter of Consent and each Indenture are available upon request of the Tabulation Agent.

THE CONSENT SOLICITATION

Overview

The Proposed Waiver for either series of Notes will become effective on the Effective Date, which shall occur promptly following (i) receipt of valid and unrevoked consents from Consenting Holders representing a majority of the outstanding aggregate principal amount of such series of Notes, (ii) execution of a Supplemental Indenture to the Indenture governing such series of Notes, if required, and (iii) payment of the applicable Consent Fee.  The effectiveness of the Proposed Waiver with respect to a series of Notes is not conditioned on the effectiveness of the Proposed Waiver with respect to the other series of Notes.  If the Proposed Waiver for either series of Notes becomes effective, it will remain in effect until the Waiver Expiration Date.

If the Proposed Waiver becomes effective for either series of Notes, it will be binding on all Holders of such series and their transferees, regardless of whether such Holders have consented to the Proposed Waiver.  Failure to deliver a Letter of Consent will have the same effect as if a Holder had chosen not to give its consent with respect to the Proposed Waiver.

The delivery of a Letter of Consent will not affect a Holder’s right to sell or transfer the Notes.  If a Holder delivers a consent and subsequently transfers its Notes, any payment pursuant to the Consent Solicitation with respect to such Notes will be made to such transferring Holder, unless the consent with respect to such Notes has been revoked by such Holder.

Beneficial owners of the Notes who wish to provide a consent and whose Notes are held, as of the Record Date, in the name of a broker, dealer, commercial bank, trust company or other nominee institution must contact such nominee promptly and instruct such nominee, as the Holder of such Notes, to execute promptly and deliver a Letter of Consent on behalf of the beneficial owner on or prior to the Consent Date.

Consent Fees

Sanmina-SCI shall pay (directly or through an agent) each Consenting Holder for such series of Notes, a Consent Fee as follows:

(a)           With respect to Holders of the 6¾% Notes, on or prior to the Effective Date, the 6¾% Notes Consent Fee to each Holder of the 6¾% Notes whose properly executed Letters of Consent are received by the Tabulation Agent on or prior to the Consent Date and who do not revoke their consent, equal to $16.25 in cash for each $1,000 in principal amount of 6¾% Notes with respect to which such a consent is received from such Consenting Holder.

(b)           With respect to Holders of the 8.125% Notes, on or prior to the Effective Date, the 8.125% Notes Consent Fee to each Holder of the 8.125% Notes whose properly executed Letters of Consent are received by the Tabulation Agent on or prior to the Consent Date and who do not revoke their consent, equal to $10.00 in cash for each $1,000 in principal amount of 8.125% Notes with respect to which such a consent is received from such Consenting Holder.

No Consent Fee will be paid for a particular series of Notes if the Requisite Consents are not received for such particular series of Notes, if the Consent Solicitation is withdrawn for a particular series of Notes for any reason or if the Proposed Waiver does not otherwise become effective for a particular series of Notes for any reason.  If Sanmina-SCI

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does not pay the Consent Fee to each Consenting Holder with respect to either series of Notes by September 30, 2006, the Consent Solicitation with respect to such series of Notes will terminate.

Waiver Expiration Date

The Proposed Waiver will continue in effect until December 14, 2006.  The Proposed Waiver with respect to each series of Notes shall become effective on the Effective Date which shall occur promptly following (i) receipt of valid and unrevoked consents from Consenting Holders representing a majority of the outstanding aggregate principal amount of such series of Notes, (ii) execution of a Supplemental Indenture to the Indenture governing such series of Notes, if required, and (iii) payment of the applicable Consent Fee, and shall remain effective, following payment by Sanmina-SCI of all required Consent Fees, until the Waiver Expiration Date.

Record Date

The Record Date for the determination of Holders entitled to give consents pursuant to the Consent Solicitation is 5:00 p.m., New York City time, on August 21, 2006.  This Consent Solicitation Statement and the accompanying Letter of Consent are being sent to all Holders.  As of the date of this Consent Solicitation Statement, the only Holder of the Notes is Cede & Co. as nominee for DTC.  For purposes of the Consent Solicitation, DTC has authorized DTC Participants set forth in the position listing of DTC as of the Record Date to execute Letters of Consent as if they were the Holders of the Notes held of record in the name of DTC or the name of its nominee.  Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants.  Sanmina-SCI reserves the right to establish from time to time any new date as the Record Date and, thereupon, any such new date will be deemed to be the “Record Date” for purposes of the Consent Solicitation.

Consent Date; Extensions; Amendment

The term “Consent Date” with respect to each series of Notes means 5:00 p.m., New York City time, on September 6, 2006, unless Sanmina-SCI, in its sole discretion, extends the period during which the Consent Solicitation with respect to either series of Notes is open, in which case the term “Consent Date” means the latest time and date to which the Consent Solicitation is extended with respect to such series of Notes.  In order to extend the Consent Date, Sanmina-SCI will notify the Tabulation Agent in writing or orally of any extension and will make a public announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Consent Date.  Sanmina-SCI may waive any conditions with respect to, or extend, amend, modify or withdraw the Consent Solicitation for either or both series of Notes, however, if the Consent Solicitation is amended or modified in a manner determined by Sanmina-SCI to constitute a material adverse change to the Holders of either series of Notes, Sanmina-SCI will promptly disclose such amendment or modification in a manner it deems appropriate and may, if appropriate, extend the Consent Solicitation and the Revocation Date (as defined below) for such series of Notes for a period deemed by it to be adequate to permit the Holders of such Notes to deliver and/or revoke their consents.  Failure by any Holder or beneficial owner of Notes to be so notified will not affect the extension of the Consent Solicitation.

Procedures for Consenting

All Letters of Consent that are properly executed and received by the Tabulation Agent on or prior to the Consent Date and not timely revoked will be given effect in accordance with the specifications therein.

Holders who desire to act with respect to the Proposed Waiver should so indicate by signing and dating the accompanying Letter of Consent included herewith and delivering it to the Tabulation Agent at the address set forth in the Letter of Consent, in accordance with the instructions contained herein and therein.  Signatures must be guaranteed in accordance with paragraph 6 of the instructions in the Letter of Consent.

The Letter of Consent must be executed by a Holder in exactly the same manner as the name of the Holder appears in the records of the Registrar for the Notes.  An authorized Participant must execute the Letter of Consent exactly as its name appears on DTC’s position listing as of the Record Date.  If the Notes are held of record by two or more joint Holders, all such Holders must sign the Letter of Consent.  If a signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other Holder acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit proper evidence satisfactory to Sanmina-SCI of such person’s authority so to act.  If the Notes are registered in different names, separate Letters of Consent must be executed covering each form of registration.  If a Letter of Consent is executed by a person other than the Holder, then such person must have been properly authorized by proxy or in some other manner acceptable to Sanmina-SCI to execute the Letter of

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Consent.  Any beneficial owner of the Notes who is not a Holder of record of such Notes or an authorized Participant must arrange with the person who is the Holder of record or such Holder’s assignee or nominee to execute and deliver a Letter of Consent on behalf of such beneficial owner.

If a consent relates to fewer than all the Notes held as of the Record Date by the Holder providing such consent, such Holder must indicate on the Letter of Consent the series and aggregate dollar amount (in integral multiples of $1,000) of such Notes to which the consent relates. Otherwise, the consent will be deemed to relate to all such Notes.

A Holder must complete, sign and date the Letter of Consent (or photocopy thereof) for such Holder’s Notes and deliver such Letter of Consent to the Tabulation Agent by mail, first-class postage prepaid, hand delivery, overnight courier or by facsimile transmission at the address or facsimile number of the Tabulation Agent set forth on the back cover page hereof.  Delivery of Letters of Consent should be made sufficiently in advance of the Consent Date to assure that the Letter of Consent is received prior to the Consent Date.  Under no circumstances should any person tender or deliver Notes to Sanmina-SCI, the Tabulation Agent, the Solicitation Agents, the Trustee or any other party at any time.

Sanmina-SCI reserves the right to receive Letters of Consent by any other reasonable means or in any form that reasonably evidences the giving of consent.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of consents and revocations of consents will be resolved by Sanmina-SCI, whose good faith determinations will be final and binding.  Sanmina-SCI reserves the absolute right to reject any or all consents and revocations that are not in proper form or the acceptance of which could, in the opinion of Sanmina-SCI’s counsel, be unlawful.  Sanmina-SCI also reserves the right to waive any irregularities in connection with deliveries, which Sanmina-SCI may require to be cured within such time as Sanmina-SCI determines.  None of Sanmina-SCI, the Trustee, the Tabulation Agent, the Solicitation Agents or any other person shall have any duty to give notification of any such irregularities or waiver, nor shall any of them incur any liability for failure to give such notification.  Deliveries of Letters of Consent or notices of revocation will not be deemed to have been made until such irregularities have been cured or waived.  Sanmina-SCI’s good faith interpretation of the terms and conditions of the Consent Solicitation (including this Consent Solicitation Statement and the accompanying Letter of Consent and the instructions hereto and thereto) will be final and binding on all parties.

Revocation of Consents

All properly completed and executed Letters of Consent received prior to the Consent Date will be counted, notwithstanding any transfer of any Notes to which such Letter of Consent relates, unless Sanmina-SCI receives from a Holder (or a subsequent holder that has received a proxy from the relevant Holder) a written notice of revocation bearing a date later than the date of the prior Letter of Consent at any time prior to the earlier of the Effective Date and 5:00 p.m., New York City time, on September 6, 2006 (such earlier date, the “Revocation Date”).  Any notice of revocation received after the Revocation Date will not be given effect.  A consent to the Proposed Waiver by a Holder will bind the Holder and every subsequent holder of such Notes or portion of such Notes, even if notation of the consent is not made on such Notes.

A transfer of Notes after the Record Date must be accompanied by a duly executed proxy from the relevant Holder if the subsequent transferee is to have revocation rights with respect to the consent to the Proposed Waiver.  To be effective, a notice of revocation must be in writing, must contain the name of the Holder and the aggregate principal amount of the Notes to which it relates and must be (i) signed in the same manner as the original Letter of Consent or (ii) accompanied by a duly executed proxy or other authorization (in form satisfactory to Sanmina-SCI).  All revocations of consents must be sent to the Tabulation Agent at its address set forth in the Letter of Consent.

Solicitation Agents and Information and Tabulation Agent

Sanmina-SCI has retained Banc of America Securities LLC and Citigroup Global Markets Inc. to act as Joint Solicitation Agents with respect to the Consent Solicitation (the “Solicitation Agents”).  For the services of the Solicitation Agents, Sanmina-SCI has agreed to pay reasonable and customary fees and to reimburse each Solicitation Agent for its reasonable out-of-pocket expenses in connection with such services.

Sanmina-SCI has retained Global Bondholder Services Corporation to act as Information Agent and Tabulation Agent with respect to the Consent Solicitation (the “Tabulation Agent”).  For the services of the Tabulation Agent,

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Sanmina-SCI has agreed to pay reasonable and customary fees and to reimburse the Tabulation Agent for its reasonable out-of-pocket expenses in connection with such services.

Requests for assistance in completing and delivering the Letter of Consent or requests for additional copies of this Consent Solicitation Statement, the accompanying Letter of Consent and other related documents should be directed to the Tabulation Agent at its address and telephone number set forth on the back cover page hereof.  Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.  The executed Letter of Consent and any other documents required by the Letter of Consent should be sent to the Tabulation Agent at the address set forth in the Letter of Consent, and not to Sanmina-SCI, the Solicitation Agents or the Trustee.

Fees and Expenses

Sanmina-SCI will bear the costs of the Consent Solicitation.  Sanmina-SCI will reimburse the Trustee for the reasonable and customary expenses that the Trustee incurs in connection with the Consent Solicitation.  Sanmina-SCI will also reimburse banks, trust companies, securities dealers, nominees, custodians and fiduciaries for their reasonable and customary expenses in forwarding this Consent Solicitation Statement, the accompanying Letter of Consent and other materials to beneficial owners of the Notes.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes certain material U.S. federal income tax consequences of the Consent Solicitation, the Proposed Waiver and the receipt of the Consent Fee.  This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations and judicial and administrative rulings as in effect and existing on the date hereof, all of which are subject to change or differing interpretations, possibly with retroactive effect.  Sanmina-SCI has not sought any rulings from the Internal Revenue Service (the “IRS”) with respect to the statements made and positions taken in this summary.  Therefore, there is no assurance that the IRS would not assert a position contrary to the positions stated below, or that a court would not agree with any such assertion.  Furthermore, no opinion of counsel has been or will be rendered with respect to the tax consequences of the Consent Solicitation, the Proposed Waiver and/or the receipt of the Consent Fee.

This summary does not discuss any aspects of state, local, estate, gift or foreign tax laws, and it applies only to Notes that are held as capital assets (within the meaning of Section 1221 of the Code).  This discussion does not describe all of the tax consequences that may be relevant to Holders in light of their particular circumstances or to Holders subject to special rules, such as:

·certain financial institutions;

·insurance companies;

·brokers or dealers in securities or foreign currencies;

·persons holding Notes as part of a straddle, conversion transaction, hedge or other integrated transaction;

·U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

·partnerships or other pass-through entities for U.S. federal income tax purposes;

·persons subject to the alternative minimum tax;

·tax-exempt entities;

·real estate investment trusts;

·controlled foreign corporations; and

·certain U.S. expatriates.

Holders are urged to consult their tax advisors with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Tax Consequences to Consenting U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of a Note for U.S. federal income tax purposes that is:

·an individual who is a citizen or resident of the United States;

·a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof;

·an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

·a trust that (a) is subject to primary supervision by a court within the United States and with respect to which one or more U.S. persons have the authority to control all substantial decisions, or (b) has made a valid election under applicable Treasury regulations to be treated as a U.S. person.

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Special rules, not discussed in this summary, may apply to persons holding Notes through entities treated as partnerships for U.S. federal income tax purposes.  Such persons should consult their own tax advisors with respect to these rules.

Debt Modification Rules

Generally, the modification of a debt instrument (including a change in the yield) will be treated as a “deemed exchange” of an “old” debt instrument for a “new” debt instrument for U.S. federal income tax purposes if such modification is “significant” within the meaning of the Treasury regulations promulgated under Section 1001 of the Code (the “Reissuance Regulations”).  Such a deemed exchange would be a taxable event unless a non-recognition provision of the Code were to apply.  Under the Reissuance Regulations, the modification of a debt instrument is “significant” if, based on all the facts and circumstances and taking into account all modifications of the debt instrument collectively, the legal rights or obligations that are altered and the degree to which they are altered are “ec onomically significant.”  The Reissuance Regulations provide that a modification of a debt instrument that adds, deletes or alters customary accounting or financial covenants is not a significant modification.  However, the Reissuance Regulations also provide that a change in the yield of certain debt instruments generally constitutes a significant modification if the yield of the modified debt instrument varies from the yield of the unmodified debt instrument by more than the greater of 25 basis points or 5 percent of the annual yield on the unmodified debt instrument.

Although the payment of the Consent Fee will change the yield of the Notes, this change will be smaller than that which would be treated as a significant modification under the Reissuance Regulations.  Accordingly, the adoption of the Proposed Waiver and the payment of the Consent Fee should not cause a deemed exchange of a U.S. Holder’s Notes (“Old Notes”) for new Notes (“New Notes”) for U.S. federal income tax purposes, and a U.S. Holder should not recognize gain or loss as a result of a deemed exchange (although the Consent Fee would be included in income, as discussed below).

Even if the adoption of the Proposed Waiver and the payment of the Consent Fee were found to result in a deemed exchange with respect to the Notes, Sanmina-SCI would take the position that, although not free from doubt, the deemed exchange constitutes a tax-free recapitalization for U.S. federal income tax purposes for both the 6¾% Notes and the 8.125% Notes.  If there were a deemed exchange treated as a tax-free recapitalization, generally no gain or loss would be recognized by a U.S. Holder (except as discussed below).  In such event, a U.S. Holder would have an initi al tax basis in the New Notes received in the deemed exchange equal to the Holder’s tax basis in the Old Notes deemed exchanged therefor immediately prior to the deemed exchange, increased by any gain recognized in the exchange (as discussed below), and the Holder’s holding period for the New Notes would include the period during which the Holder held the Old Notes deemed surrendered in the deemed exchange.

If any such deemed exchange were not to qualify as a tax-free recapitalization with respect to the either the 6¾% Notes or the 8.125% Notes, or both, the tax consequences of the adoption of the Proposed Waiver and the payment of the Consent Fee could materially differ from those described herein.

Consent Fee

The law is unclear with respect to the U.S. federal income tax treatment of the Consent Fee.  Sanmina-SCI intends to treat the Consent Fee as a fee paid to a U.S. Holder in consideration of such Holder’s consent to the Proposed Waiver.  Alternatively, the Consent Fee might be treated as a payment of additional interest on the Notes.  In either case, a U.S. Holder would recognize ordinary income in the amount of the Consent Fee received without any reduction by any portion of a U.S. Holder’s tax basis in the Notes.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with the payment of the Consent Fee and any deemed interest payments with respect to a deemed exchange of Old Notes for New Notes.  A U.S. Holder will be subject to U.S. backup withholding on such payments if the U.S. Holder fails to provide its taxpayer identification number to the paying agent and comply with certain certification procedures or otherwise establish an exemption from backup withholding.  The amount of any backup withholding deducted from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS.

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U.S. Holders should consult their own tax advisors as to the U.S. federal income tax consequences of the Consent Solicitation.

Tax Consequences to Consenting Non-U.S. Holders

As used herein, the term “Non-U.S. Holder” means a beneficial owner of a Note for U.S. federal income tax purposes that is not a U.S. Holder or an entity treated as a partnership for U.S. federal income tax purposes.  This discussion is not addressed to Non-U.S. Holders who own, actually or constructively, 10% or more of the total combined voting power of all classes of stock of Sanmina-SCI entitled to vote, who are controlled foreign corporations related to Sanmina-SCI through stock ownership, or who, on the date of acquisition of the Notes, owned Notes with a fair market value of more than 5% of the fair market value of the common stock of Sanmina-SCI.  Additionally, this discussion does not describe the U.S. federal income tax consequences to Non-U.S. Holders who are engaged in a trade or business in the United States with which the Notes are effectively connected, or who are individuals present in the United States for 183 days or more in the taxable year of disposition.  Such Non-U.S. Holders will generally be subject to special rules and should consult their own tax advisors regarding the U.S. federal income tax consequences applicable to their particular situation.

Although it is not entirely clear that withholding of U.S. federal income tax is applicable to the payment of the Consent Fee to a Non-U.S. Holder, Sanmina-SCI intends to withhold such tax from any Consent Fee paid to a Non-U.S. Holder at a 30% rate unless an exemption or partial reduction as a result of a treaty is properly established.  A Non-U.S. Holder may be able to claim an exemption or establish that a reduced rate of withholding applies by delivering to the applicable withholding agent a properly executed (a) IRS Form W-8BEN (or a permissible substitute) claiming and exemption from or reduction in withholding under the benefit of an applicable income tax treaty or (b) IRS Form W-8ECI stating that the Consent Fee is not subject to withholding tax because it is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with the payment of the Consent Fee and any deemed interest payments with respect to any deemed exchange of Old Notes for New Notes.  Unless the Non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person, the Non-U.S. Holder may be subject to U.S. backup withholding on any Consent Fee payments or deemed interest payments with respect to the Notes.  The certification procedures required to claim the exemption from withholding tax described above will satisfy the certification requirements necessary to avoid backup withholding as well.  The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability and may entitle the Non-U.S. Holder to a refund, provided that the required information is furnished to the IRS.

Non-U.S. Holders are urged to consult their own tax advisors as to the U.S. federal income tax treatment of the Consent Fee and the possibility of obtaining a refund with respect to any U.S. federal taxes withheld therefrom.

Tax Considerations for Non-Consenting Holders

The Proposed Waiver will not be a significant modification to non-consenting Holders, and therefore, the Consent Solicitation will generally have no U.S. federal income tax consequences to such Holders.

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WHERE YOU CAN FIND MORE INFORMATION

Sanmina-SCI is subject to the informational requirements of the Exchange Act, and, in accordance therewith, files reports and other information with the SEC.  Such reports and other information can be inspected, without charge, and copied at the Public Reference Section of the SEC located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The SEC also maintains a web site at http://www.sec.gov, which contains reports and other information regarding registrants that file electronically with the SEC.  Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the SEC at the principal offices of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549.

All documents and reports filed by Sanmina-SCI with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this Consent Solicitation Statement and on or prior to the Effective Date or the withdraw of the Consent Solicitation will be deemed incorporated herein by reference and will be deemed to be a part hereof from the date of filing of such documents and reports.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Consent Solicitation Statement to the extent that a statement contained herein or in any subsequently filed document or report that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Consent Solicitation Statement.  Sanmina-SCI is not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules.

Sanmina-SCI will provide, without charge, to each Holder to whom this Consent Solicitation Statement is delivered, upon the written or oral request of any such person, a copy of any or all of the documents relating to Sanmina-SCI that are incorporated herein by reference, except the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents).  Requests for such copies should be directed to Sanmina-SCI at Investor Relations, Sanmina-SCI Corporation, 2700 North First Street, San Jose, California 95134; Tel: (408) 964-3500.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

The statements included or incorporated by reference in this Consent Solicitation Statement that relate to matters that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including without limitation, statements regarding the estimated amounts of write-downs and write-offs, and Sanmina-SCI’s expected operating and performance outlook.  When used in this Consent Solicitation Statement and the documents incorporated by reference herein, words such as “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “will,” “could,” “may,” “predict” and similar expressions are intended to identify forward-looking statements.  Further events and actual results may differ materially from the results set forth in or implied in the forward-looking statements.  Factors that might cause such a difference include:

·the risk of possible changes to Sanmina-SCI’s financial statements;

·the results of the internal investigation initiated under the direction of Sanmina-SCI’s independent special committee; and

·the costs of these matters, and the potential disruptive effects of these matters on Sanmina-SCI’s business.

Forward-looking statements contained in this Consent Solicitation Statement speak only as of the date of this Consent Solicitation Statement, and, unless otherwise required by law, Sanmina-SCI disclaims any duty or obligation to update any forward-looking statements.  Holders should carefully review reports or documents that Sanmina-SCI periodically files with the SEC.

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MISCELLANEOUS

This Consent Solicitation is not being made to, and Letters of Consent will not be accepted from or on behalf of, Holders in any jurisdiction in which the making of the Consent Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction.  However, Sanmina-SCI may in its discretion take any action that it deems necessary to make the Consent Solicitation in any such jurisdiction and to extend the Consent Solicitation to Holders in such jurisdiction.  In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on behalf of Sanmina-SCI by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Requests for assistance in completing and delivering the Letter of Consent or requests for additional copies of this Consent Solicitation Statement, the Letter of Consent and other related documents should be directed to the Tabulation Agent at its address and telephone number below.  Letters of Consent must be delivered to the Tabulation Agent on or before the Consent Date.

The Information and Tabulation Agent for the Consent Solicitation is:

Global Bondholder Services Corporation
65 Broadway – Suite 723
New York, New York 10006
Attn:  Corporate Actions

Banks and Brokers call:  (212) 430-3774
Toll free (866) 470-3800

By Facsimile:
(For Eligible Institutions Only):
(212) 430-3775

Confirmation:
(212) 430-3774

By Mail, Overnight Courier or Hand Delivery:
65 Broadway – Suite 723
New York, New York 10006

The Joint Solicitation Agents for the Consent Solicitation are:

Banc of America Securities LLC 214 N. Tyron Street, 17th Floor Charlotte, North Carolina 28255, USA Attn: High Yield Special Products	Citigroup Global Markets Inc. 390 Greenwich Street, 4th Floor New York, New York 10013, USA Attn: Liability Management Group
Telephone (U.S. Toll Free): (888) 292-0070 (Collect): (704) 388-4813	Telephone (U.S. Toll Free): (800) 558-3745 (Collect): (212) 723-6106

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EX-99.3

Exhibit 99.3

SANMINA-SCI CORPORATION

LETTER OF CONSENT

Relating to the Proposed Waiver under the Indentures
with Respect to the Following Series of Notes:

Title of Securities	Principal Amount Outstanding		CUSIP Number
6¾% Senior Subordinated Notes due 2013	$	400,000,000	800907AJ6
8.125% Senior Subordinated Notes due 2016	$	600,000,000	800907AK3

To:  Global Bondholder Services Corporation (as Tabulation Agent)

Global Bondholder Services Corporation
65 Broadway – Suite 723
New York, New York 10006
Attn:  Corporate Actions

Banks and Brokers call:  (212) 430-3774
Toll free (866) 470-3800

By Facsimile:
(For Eligible Institutions Only):
(212) 430-3775

Confirmation:
(212) 430-3774

The Consent Solicitation is made by Sanmina-SCI Corporation, a Delaware corporation (“Sanmina-SCI”), only to Holders (as defined below) as of the Record Date (as defined below) of each of the (i)  6¾% Senior Subordinated Notes due 2013 (CUSIP No. 800907AJ6) (the “6¾% Notes”), issued and outstanding under the Indenture, dated as of February 24, 2005, among Sanmina-SCI, as issuer, the notes guarantors party thereto, and U.S. Bank National Association (“U.S. Bank”), as trustee (the “6¾% Notes Trustee”), as supplemented by the First Supplemental Indenture, dated as of September 30, 2005 (as supplemented, the “6¾% Notes Indenture”), and (ii) 8.125% Senior Subordinated Notes due 2016 (CUSIP No. 800907AK3) (the 8.125% Notes, and together with the 6¾% Notes, the “Notes”), issued and outstanding under the Indenture, dated as of February 15, 2006 (the “8.125% Notes Indenture” and together with the 6¾% Notes Indenture, the “Indentures”), among Sanmina-SCI, as issuer, the notes guarantors party thereto, and U.S. Bank, as trustee (the “8.125% Notes Trustee” and together with the 6¾% Notes Trustee, the “Trustee”), as more fully described in the accompanying Consent Solicitation Statement dated August 21, 2006 (as may be amended or supplemented, the “Consent Solicitation Statement”) of Sanmina-SCI.

The term “Record Date” as used herein means 5:00 p.m., New York City time, on August 21, 2006, and the term “Holder” means each person shown on the records of the registrar for the Notes as a registered holder on the Record Date.  Capitalized terms used herein but not defined herein have the meanings given to them in the Consent Solicitation Statement or in the applicable Indenture.

Holders of the Notes who wish to consent to the Proposed Waiver must deliver their properly completed and executed Letter of Consent by mail, first-class postage prepaid, hand delivery, overnight courier or by facsimile transmission to the Tabulation Agent (not to Sanmina-SCI, the Solicitation Agents or the Trustee) at its address or facsimile number set forth above in accordance with the instructions set forth herein and in the Consent Solicitation Statement.  However, Sanmina-SCI reserves the right to accept any consent received by it or the Trustee.

Under no circumstances should any person tender or deliver Notes to Sanmina-SCI, the Tabulation Agent, the Solicitation Agents, the Trustee or any other party at any time in connection with the Consent Solicitation or this Letter of Consent.

Only Holders or their duly designated proxies (“Duly Designated Proxies”) are eligible to consent to the Proposed Waiver. Any beneficial owner of Notes who is not a Holder of such Notes must arrange with the person who is the Holder or such Holder’s assignee or nominee to (i) execute and deliver a Letter of Consent on behalf of such beneficial owner or (ii) deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf. As of the date of the Consent Solicitation Statement, the only Holder of the Notes is Cede & Co., nominee for The Depository Trust Company (“DTC”).  For purposes of the Consent Solicitation, DTC has authorized DTC participants (“Participants”) set forth in the position listing of DTC as of the Record Date to execute Letters of Consent as if they were Holders of the Notes held of record in the name of DTC or the name of its nominee. Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants.

Only Holders of a series of Notes whose properly executed Letters of Consent with respect to such Holders’ Notes are received by the Tabulation Agent on or prior to the Consent Date, and who do not revoke their consent, will be entitled to receive the applicable Consent Fee in the event the Proposed Waiver becomes effective with respect to such series of Notes.  Subject to the terms and conditions of this Consent Solicitation Statement and the related Letter of Consent, Sanmina-SCI will pay the applicable Consent Fee to the Consenting Holders on or prior to the Effective Date applicable to such series of Notes.

CONSENT TO PROPOSED WAIVER

By execution hereof, the undersigned acknowledges receipt of the Consent Solicitation Statement and hereby represents and warrants that the undersigned is a Holder (or Duly Designated Proxy) of the Notes indicated below and has full power and authority to take the action indicated below in respect of such Notes. The undersigned will, upon request, execute and deliver any additional documents deemed by Sanmina-SCI to be necessary or desirable to perfect the undersigned’s consent to the Proposed Waiver.

The undersigned acknowledges that the undersigned must comply with the provisions of this Letter of Consent and complete the information required herein to consent validly to the Proposed Waiver.

By execution hereof, the undersigned acknowledges that Sanmina-SCI has not filed or may fail to file with the Securities and Exchange Commission (the “SEC”), and has not furnished to the applicable Trustee certain of the reports described by the Indenture(s) governing the Notes held by such Holder and called for by the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

With respect to Holders of the 6¾% Notes, pursuant to Section 513 and Section 902 of the 6¾% Notes Indenture, the undersigned hereby waives any Default or Event of Default (as defined in the 6¾% Notes Indenture), and the consequences thereof, which may arise from a failure to comply with each of Section 704 or Section 1019 of the 6¾% Notes Indenture at any time prior to the close of business on the Waiver Expiration Date, for (i) the reasons set forth in Sanmina-SCI’s Form 12b-25 filed with the SEC on August 11, 2006, (ii) matters reasonably related thereto or (iii) any incidental matters that, collectively, are not material to Sanmina-SCI; provided, however, that this waiver shall not be effective with respect to any Default or Event of Default that would exist after the close of business on the Waiver Expiration Date if Sanmina-SCI fails to comply with the provisions of Section 704 or Section 1019 of the 6¾% Notes Indenture by the close of business on the Waiver Expiration Date (without regard to any cure period).

With respect to Holders of the 8.125% Notes, pursuant to Section 513 and Section 902 of the 8.125% Notes Indenture, the undersigned hereby waives any Default or Event of Default (as defined in the 8.125% Notes Indenture), and the consequences thereof, which may arise from a failure to comply with each of Section 704 or Section 1019 of the 8.125% Notes Indenture at any time prior to the close of business on the Waiver Expiration Date, for (i) the reasons set forth in Sanmina-SCI’s Form 12b-25 filed with the SEC on August 11, 2006, (ii) matters reasonably related thereto or (iii) any incidental matters that, collectively, are not material to Sanmina-SCI; provided, however, that this waiver shall not be effective with respect to any Default or Event of Default that

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would exist after the close of business on the Waiver Expiration Date if Sanmina-SCI fails to comply with the provisions of Section 704 or Section 1019 of the 8.125% Notes Indenture by the close of business on the Waiver Expiration Date (without regard to any cure period).

The undersigned acknowledges that the Proposed Waiver for either series of Notes will become effective on the Effective Date, which shall occur promptly following (i) receipt of valid and unrevoked consents from Consenting Holders representing a majority of the outstanding aggregate principal amount of such series of Notes, (ii) execution of a Supplemental Indenture to the Indenture governing such series of Notes, if required, and (iii) payment of the applicable Consent Fee.  The effectiveness of the Proposed Waiver with respect to a series of Notes is not conditioned on the effectiveness of the Proposed Waiver with respect to the other series of Notes.  If the Proposed Waiver for either series of Notes becomes effective, it will remain in effect until the Waiver Expiration Date.  The waiver provided by the Proposed Waiver is one-time.  The Proposed Waiver shall be limited as set forth therein and shall not be deemed (i) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of either Indenture or any of the instruments or agreements referred to therein or (ii) except as provided in the Proposed Waiver, to prejudice any right or rights which the either Trustee or the Holders may now have or have in the future under or in connection with either Indenture or any of the instruments or agreements referred to therein.  The terms of the Indentures shall remain in full force and effect, except as waived by the Proposed Waiver, and are hereby confirmed.

Execution and delivery of this Letter of Consent by the Holder(s) of a majority in aggregate principal amount of issued and outstanding of the 6¾% Notes shall constitute notice to the 6¾% Notes Trustee of a waiver of any Default and/or Event of Default (as defined in the 6¾% Notes Indenture), and the consequences thereof, which may arise by virtue of Section 704 and Section 1019 of the 6¾% Notes Indenture, for (i) the reasons set forth in Sanmina-SCI’s Form 12b-25 filed with the SEC on August 11, 2006, (ii) matters reasonably related thereto or (iii) any incidental matters that, collectively, are not material to Sanmina-SCI.  Accordingly, in accordance with the Consent Solicitation Statement, and Section 513 and Section 902 of the 6¾% Notes Indenture, if the Proposed Waiver becomes effective, any Default or Event of Default, and the consequences thereof, which may arise under the 6¾% Notes Indenture from a failure to comply with each of Section 704 or Section 1019 of the 6¾% Notes Indenture at any time prior to the close of business on the Waiver Expiration Date, for (i) the reasons set forth in Sanmina-SCI’s Form 12b-25 filed with the SEC on August 11, 2006, (ii) matters reasonably related thereto or (iii) any incidental matters that, collectively, are not material to Sanmina-SCI, shall cease to exist and be deemed to have been cured for every purpose of the Indenture; provided, however, that this waiver shall not be effective with respect to any Default or Event of Default that would exist after the close of business on the Waiver Expiration Date if Sanmina-SCI fails to comply with the provisions of Section 704 or Section 1019 of the 6¾% Notes Indenture by the close of business on the Waiver Expiration Date (without regard to any cure period).

Execution and delivery of this Letter of Consent by the Holder(s) of a majority in aggregate principal amount of issued and outstanding of the 8.125% Notes shall constitute notice to the 8.125% Notes Trustee of a waiver of any Default and/or Event of Default (as defined in the 8.125% Notes Indenture), and the consequences thereof, which may arise by virtue of Section 704 and Section 1019 of the 8.125% Notes Indenture, for (i) the reasons set forth in Sanmina-SCI’s Form 12b-25 filed with the SEC on August 11, 2006, (ii) matters reasonably related thereto or (iii) any incidental matters that, collectively, are not material to Sanmina-SCI.  Accordingly, in accordance with the Consent Solicitation Statement, and Section 513 and Section 902 of the 8.125% Notes Indenture, if the Proposed Waiver becomes effective, any Default or Event of Default, and the consequences thereof, which may arise under the 8.125% Notes Indenture from a failure to comply with each of Section 704 or Section 1019 of the 8.125% Notes Indenture at any time prior to the close of business on the Waiver Expiration Date, for (i) the reasons set forth in Sanmina-SCI’s Form 12b-25 filed with the SEC on August 11, 2006, (ii) matters reasonably related thereto or (iii) any incidental matters that, collectively, are not material to Sanmina-SCI shall cease to exist and be deemed to have been cured for every purpose of the Indenture; provided, however, that this waiver shall not be effective with respect to any Default or Event of Default that would exist after the close of business on the Waiver Expiration Date if Sanmina-SCI fails to comply with the provisions of Section 704 or Section 1019 of the 8.125% Notes Indenture by the close of business on the Waiver Expiration Date (without regard to any cure period).

The undersigned acknowledges that Letters of Consent delivered pursuant to any one of the procedures described under the heading “The Consent Solicitation—Procedures for Consenting” in the Consent Solicitation Statement and in the instructions included in this Letter of Consent will constitute a binding agreement between the undersigned and

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Sanmina-SCI upon the terms and subject to the conditions of the Consent Solicitation. The undersigned hereby agrees that it will not revoke any consent it grants hereby except in accordance with the procedures set forth herein and in the Consent Solicitation Statement.

Unless otherwise specified in the table below, this Letter of Consent relates to the total aggregate principal amount of Notes of each series held of record by the undersigned at the close of business on the Record Date. If this Letter of Consent relates to less than the total aggregate principal amount of Notes of each series so held, the undersigned must list on the table below the serial numbers (with respect to the Notes not held by depositaries) and principal amount (in integral multiples of $1,000) of Notes for which consent is given. If the space provided below is inadequate, list the certificate numbers and aggregate principal amounts on a separate signed schedule and affix the schedule to this Letter of Consent.

The undersigned authorizes the Tabulation Agent to deliver this Letter of Consent and any proxy delivered in connection herewith to Sanmina-SCI and the applicable Trustee(s) as evidence of the undersigned’s actions with respect to the Proposed Waiver.

DESCRIPTION OF THE NOTES AS TO WHICH CONSENTS ARE GIVEN

Name and Address of Holder	Serial Number(s)*	Aggregate Principal Amount of each Series of Notes**	Principal Amount With Respect to Which Consents are Given**
	Total Principal Amount Consenting of Each Series of Notes: $

*              Need not be completed by Holders whose Notes are held of record by depositaries including DTC.

**           Unless otherwise indicated in the column labeled “Principal Amount With Respect to Which Consents Are Given,” the undersigned will be deemed to have consented in respect of the entire aggregate principal amount indicated in the column labeled “Aggregate Principal Amount of Notes.”  All principal amounts must be in multiples of $1,000.

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CONSENT

IMPORTANT—READ CAREFULLY

A Holder must execute this Letter of Consent exactly as its name appears on the Notes.  An authorized Participant must execute this Letter of Consent exactly as its name appears on DTC’s position listing as of the Record Date.  If the Notes are held of record by two or more joint Holders, all such Holders must sign this Letter of Consent.  If a signatory is a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must so indicate when signing this Letter of Consent and must submit proper evidence satisfactory to Sanmina-SCI of such person’s authority to so act.  If the Notes are registered in different names, separate Letters of Consent must be executed covering each form of registration.  If this Letter of Consent is executed by a person other than the Holder, then such person must have been authorized by proxy or in some other manner acceptable to Sanmina-SCI to execute and deliver this Letter of Consent on behalf of the Holder.

Signature(s) of Holder(s)

Signature(s):

Name(s):

(Please Print)

Date:

Capacity (full title):

Address (Include Zip Code):.

Area Code and Telephone No.:

Wire Transfer Instructions:*

Tax Identification or Social Security No.:

GUARANTEE OF SIGNATURE(S)

(If required, see instructions 5 and 6 below)

Authorized Signature:

Name and Title:

(Please Print)

Dated:

Name of Firm:

* To be provided if payment is to be made by wire transfer

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PROXY WITH RESPECT TO THE CONSENT

The undersigned hereby irrevocably appoints                           , as attorney and proxy of the undersigned, with full power of substitution, to execute and deliver this Letter of Consent on which this Proxy is set forth with respect to the Notes in accordance with the terms of the Consent Solicitation described in the Consent Solicitation Statement, with all the power the undersigned would possess if consenting personally. THIS PROXY IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST AND SHALL EXPIRE ON THE LATER OF (i) THE DATE THE WAIVER BECOMES EFFECTIVE OR (ii) THE CONSENT DATE.

The aggregate principal amount and serial numbers of Notes as to which this Proxy is given are set forth below.

Series of Notes Aggregate Principal Amount of
Note(s) Serial Number(s)

IMPORTANT—READ CAREFULLY

This proxy must be signed by the Holder exactly as its name appears on the Notes.  If the Notes are held of record by two more joint Holders, all such Holders must sign this proxy.  If a signatory is a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth the signatory’s full name below.

PLEASE SIGN BELOW (See Instructions 1 and 5 below)
Signature:
Signature
Dated:		, 2006
Name(s):
	(Please Print)
Capacity (full title):
Address (Including Zip Code):
Area Code and Telephone Number:
SIGNATURE GUARANTEE
(If Required, see Instructions 5 and 6 below)
Signature(s) Guaranteed by an Eligible Institution:
			(Authorized Signature)
			(Name and Title)
Dated:
			(Name of Firm)

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INSTRUCTIONS FOR CONSENTING HOLDERS
(FORMING PART OF THE TERMS AND CONDITIONS OF THE CONSENT SOLICITATION)

1. Delivery of this Letter of Consent. Subject to the terms and conditions set forth herein and in the Consent Solicitation Statement, a properly completed and duly executed copy of this Letter of Consent and other documents required by this Letter of Consent must be received by the Tabulation Agent at its address or facsimile number set forth on the cover hereof on or prior to the Consent Date. The method of delivery of this Letter of Consent and all other required documents to the Tabulation Agent is at the risk of the Holder or Duly Designated Proxy, and the delivery will be deemed made only when actually received by the Tabulation Agent. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Consent should be sent to any person other than the Tabulation Agent.

Any beneficial owner of Notes who is not a Holder of such Notes must arrange with the person who is the Holder (e.g., the beneficial owner’s broker, dealer, commercial bank, trust company or other nominee institution) or such Holder’s assignee or nominee to (i) execute and deliver this Letter of Consent on behalf of such beneficial owner or (ii) deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf.

2. Consent Date. The Consent Solicitation expires at 5:00 p.m., New York City time, on September 6, 2006, unless Sanmina-SCI, in its sole discretion, extends the period during which the Consent Solicitation is open, in which case the term “Consent Date” shall mean the latest date and time as so extended. In order to extend the Consent Date, Sanmina-SCI will notify the Tabulation Agent in writing or orally of any extension and will make a public announcement thereof by press release, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Consent Date. Sanmina-SCI may extend the Consent Solicitation on a daily basis or for such specified period of time as it determines in its sole discretion. Failure by any Holder or beneficial owner of the Notes to be so notified will not affect the extension of the Consent Solicitation.

3. Questions Regarding Validity, Form, Legality, etc. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of consents and revocations of consents will be resolved by Sanmina-SCI, whose good faith determinations will be conclusive and binding. Sanmina-SCI reserves the absolute right to reject any or all consents and revocations that are not in proper form or the acceptance of which could, in the opinion of Sanmina-SCI’s counsel, be unlawful. Sanmina-SCI also reserves the right to waive any irregularities in connection with deliveries, or Sanmina-SCI may require that such irregularities be cured within such time as Sanmina-SCI determines. None of Sanmina-SCI, the Tabulation Agent, the Solicitation Agents, the Trustee or any other person shall have any duty to give notification of any such irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Letters of Consent or notices of revocation will not be deemed to have been made until such irregularities have been cured or waived. Sanmina-SCI’s interpretation of the terms and conditions of the Consent Solicitation (including this Letter of Consent and the accompanying Consent Solicitation Statement and the instructions hereto and thereto) will be binding on all parties.

4. Holders Entitled to Consent. Only a Holder (or its Duly Designated Proxy, representative or attorney-in-fact) or another person who has complied with the procedures set forth below may execute and deliver a Letter of Consent. Any beneficial owner or registered holder of the Notes who is not the Holder thereof (e.g., the beneficial owner’s broker, dealer, commercial bank, trust company or other nominee institution) must arrange with such Holder(s) or such Holder’s assignee or nominee to (i) execute and deliver this Letter of Consent to the Tabulation Agent on behalf of such beneficial owner or (ii) deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf. For purposes of the Consent Solicitation, the term “Holder” shall be deemed to include Participants through which a beneficial owner’s Notes may be held of record as of the Record Date in DTC. A consent by a Holder or Duly Designated Proxy is a continuing consent notwithstanding that ownership of a Note has been transferred subsequent to the Record Date, unless the Holder or Duly Designated Proxy timely revokes the prior consent in accordance with the procedures set forth herein and in the Consent Solicitation Statement.

5. Signatures on this Letter of Consent. If this Letter of Consent is signed by the Holder(s) of the Notes with respect to which this Letter of Consent is given, the signature(s) of such Holder(s) must correspond with the name(s) as contained on the books of the register maintained by the Trustee or as set forth in DTC’s position listing without alteration, enlargement or any change whatsoever.  If any of the Notes with respect to which this Letter of Consent is given were held of record on the Record Date by two or more joint Holders, all such Holders must sign this Letter of

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Consent. If any Notes with respect to which this Letter of Consent is given have different Holders, it will be necessary to complete, sign and submit as many separate copies of this Letter of Consent and any necessary accompanying documents as there are different Holders.

If this Letter of Consent is signed by trustees, executors, administrators, guardians, Duly Designated Proxies, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons must indicate such fact when signing and must, unless waived by Sanmina-SCI, submit evidence satisfactory to Sanmina-SCI of their authority to so act along with this Letter of Consent.

6. Signature Guarantees. All signatures on this Letter of Consent must be guaranteed by a firm or other entity identified in Rule l7Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein): (a) a bank; (b) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker; (c) a credit union; (d) a national securities exchange, registered securities association or clearing agency; or (e) a savings institution that is a participant in a Securities Transfer Association recognized program (each an “Eligible Institution”). However, signatures need not be guaranteed if this Letter of Consent is given by or for the account of an Eligible Institution. If the Holder of the Notes is a person other than the signer of this Letter of Consent, see Instruction 5.

7. Revocation of Consent. Any Holder (or Duly Designated Proxy) of Notes as to which a consent has been given may revoke such consent as to such Notes or any series or portion of such Notes (in integral multiples of $1,000) by delivering a written notice of revocation bearing a date later than the date of the prior Letter of Consent to the Tabulation Agent at any time prior to the Revocation Date.  Any notice of revocation received after the Revocation Date will not be given effect.  The transfer of the Notes after the Record Date will not have the effect of revoking any consent theretofore validly given by a Holder of such Notes or Duly Designated Proxy, and each properly completed and executed Letter of Consent will be counted notwithstanding any transfer of the Notes to which such consent relates, unless the procedure for revoking consents described below has been complied with.

To be effective, a notice of revocation must be in writing, must contain the name of the Holder, the Notes to which it relates, and the aggregate principal amount of the Notes to which it relates and must be (a) signed in the same manner as the original Letter of Consent or (b) accompanied by a duly executed proxy or other authorization (in form satisfactory to Sanmina-SCI). Revocation of consents must be sent to the Tabulation Agent at its address set forth in this Letter of Consent.

To be effective, the revocation must be executed by the Holder in the same manner as the name of such Holder appears on the books of the register maintained by the Trustee or as set forth in DTC’s position listing without alteration, enlargement or any change whatsoever. If a revocation is signed by a trustee, executor, administrator, guardian, Duly Designated Proxy, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must indicate such fact when signing and must, unless waived by Sanmina-SCI, submit with the revocation appropriate evidence of authority to execute the revocation. A revocation of the consent will be effective only as to the Notes listed on the revocation and only if such revocation complies with the provisions of this Letter of Consent and the Consent Solicitation Statement.  Only a Holder (or Duly Designated Proxy) is entitled to revoke a consent previously given.  A beneficial owner of the Notes must arrange with the Holder to execute and deliver on its behalf a revocation of any consent already given with respect to such Notes.  A transfer of Notes after the Record Date must be accompanied by a duly executed proxy from the relevant Holder if the subsequent transferee is to have revocation rights with respect to the relevant consent to the Proposed Waiver.  A purported notice of revocation that is not received by the Tabulation Agent in a timely fashion and accepted by Sanmina-SCI as a valid revocation will not be effective to revoke a consent previously given.

A revocation of a consent may be rescinded only by the delivery of a written notice of revocation or the execution and delivery of a new Letter of Consent.  A Holder who has delivered a revocation may thereafter deliver a new Letter of Consent by following one of the described procedures at any time prior to the Consent Date.

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Prior to the Consent Date, Sanmina-SCI intends to consult with the Tabulation Agent to determine whether the Tabulation Agent has received any revocations of consents.  Sanmina-SCI reserves the right to contest the validity of any such revocations.

8. Backup Withholding.  In general, information reporting requirements will apply to the payment of the Consent Fee. Federal income tax law also imposes “backup withholding” unless a consenting U.S. holder has provided such Holder’s correct taxpayer identification number (“TIN”) which, in the case of a Holder who is an individual, is his or her social security number, and certain other information, or otherwise establishes a basis for exemption from backup withholding.  Completion of the Substitute Form W-9 provided in this Letter of Consent should be used for this purpose.  Exempt Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and information reporting requirements, provided that they properly demonstrate their eligibility for exemption.

If the consenting U.S. holder has not provided the correct TIN and certain other information or an adequate basis for exemption, the Holder may be subject to a penalty imposed by the IRS and the Consent Fee paid to the Holder will be subject to a backup withholding tax of 28%.  Backup withholding is not an additional tax. If any such withholding results in an overpayment of taxes, a refund or credit may be obtained, provided that the required information is provided to the IRS.

The “Applied For” box in Part I of the Substitute Form W-9 may be checked if the consenting U.S. holder (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future.  If the “Applied For” box in Part I is so checked and the Tabulation Agent is not provided with a TIN by the time of payment, the Tabulation Agent will withhold 28% on all such payments received pursuant to the Consent Solicitation until a TIN is provided to the Tabulation Agent.  A consenting U.S. holder who checks the “Applied For” box in Part I in lieu of furnishing his or her TIN should furnish the Tabulation Agent with such Holder’s TIN as soon as it is received.

In order for a non-U.S. holder to qualify as an exempt recipient, that non-U.S. holder should check the “Exempt from backup withholding” box on the Substitute Form W-9 provided in this Letter of Consent and submit the appropriate Internal Revenue Service Form W-8 (which are available from the Tabulation Agent) signed under penalties of perjury, attesting to that non-U.S. holder’s foreign status.  Sanmina-SCI intends to withhold at a rate of 30% on any Consent Fee paid to a non-U.S. Holder unless such Holder provides either (i) an IRS Form W-8BEN certifying that such non-U.S. holder is eligible for a reduction in the rate of withholding with respect to “Other Income” under the provisions of an applicable federal income tax treaty or (ii) IRS Form W-8ECI certifying that income from such payment is effectively connected with such Holder’s United States trade or business. If such withholding results in an overpayment of federal income taxes, a refund or credit may be obtained from the IRS.

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PAYER’S NAME: Global Bondholder Services Corporation (as Tabulation Agent)
SUBSTITUTE
Form W-9	PAYEE INFORMATION (please print or type)
Department of the Treasury
Internal Revenue Service	Individual or
	business
	name:
Request for Taxpayer Identification Number
and Certification	Check	o Individual/Sole Proprietor		o Corporation
	appropriate	o Partnership		o Other
	box:	o Exempt from backup withholding
	Address
	(number,
	street, and
	apt. or suite
	no.):
	City, State and
	ZIP code:
Part I: Taxpayer Identification Number (“TIN”)
Enter your TIN to the right. For individuals, your TIN is your social			Social security number:
security number.  Sole proprietors may enter either their social security
number or their employer identification number.  For other entities, your
TIN is your employer identification number.			or
			Employer identification number:
			o Applied For

Part II: Certification

Certification Instructions:  You must cross out item 2 below if you have been notified by the Internal Revenue Service (the “IRS”) that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.  However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item 2.

Under penalties of perjury, I certify that:

1.The number shown on this form is my correct TIN (or a TIN has not been issued to me and either (a) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future).  I understand that until I provide my TIN to the payer, a portion of all reportable payments made to me by the payer may be withheld and remitted to the IRS as backup withholding;

2.I am not subject to backup withholding because:  (a) I am exempt from backup withholding, (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3.I am a U.S. person (including a U.S. resident alien).

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

		,2006
Signature	Date

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NOTE:Failure to complete and return this form may result in backup withholding of 28% of any payments made to you pursuant to the Consent Solicitation and a $50 penalty imposed by the IRS.  Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional details.

9. Amendment.  Sanmina-SCI reserves the absolute right, subject to applicable law, to amend or modify the terms of the Consent Solicitation.

10. Questions and Requests for Assistance and Additional Copies.  Questions regarding the Consent Solicitation, requests for assistance in completing and delivery of this Letter of Consent or for additional copies of the Consent Solicitation Statement, this Letter of Consent or other related documents should be directed to the Tabulation Agent as follows:

Global Bondholder Services Corporation
65 Broadway – Suite 723
New York, New York 10006
Attn:  Corporate Actions

Banks and Brokers call:  (212) 430-3774
Toll free (866) 470-3800

By Facsimile:
(For Eligible Institutions Only):
(212) 430-3775

Confirmation:
(212) 430-3774

By Mail, Overnight Courier or Hand Delivery:
65 Broadway – Suite 723
New York, New York 10006

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