RECEIVABLES TRANSFER AND CONTRIBUTION AGREEMENT

EXHIBIT 10.39

RECEIVABLES TRANSFER AND CONTRIBUTION AGREEMENT

This Receivables Transfer and Contribution Agreement (this “ Agreement ”) is made and entered into as of November 24, 2008, by and between SANMINA SPV LLC, a Delaware limited liability company (“ Transferee ”) and SANMINA-SCI CORPORATION, a Delaware corporation (“ Sanmina ” or “ Transferor ”).

W I T N E S S E T H:

On the terms and subject to the conditions set forth herein, the Transferor contribute, and Transferee shall accept as a capital contribution, on a “true contribution” basis, certain of the Transferor's Accounts Receivable from time to time.

ARTICLE I

DEFINITIONS

Section 1.1  Definitions . Unless otherwise defined herein, all capitalized terms will have the meanings given such terms in that certain Credit and Security Agreement dated the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “ Credit Agreement ”), by and among Transferee, Deutsche Bank AG, New York Branch, as administrative agent (the “ Agent ”) and the banks and financial institutions named therein as Lenders ( the “ Lenders ”).

Section 1.2  Accounting Terms and Determinations . Unless otherwise specified herein, all terms of an accounting character used herein will be interpreted, all accounting determinations hereunder will be made, and all financial statements required to be delivered hereunder will be prepared, in accordance with GAAP, applied on a basis consistent (except for changes concurred in by the Public Accountants or otherwise required by a change in GAAP) with the most recent audited consolidated financial statements of Sanmina and its Subsidiaries.

Section 1.3  References . Unless otherwise indicated, references in this Agreement to “articles,” “exhibits,” “schedules,” “sections,” and other subdivisions are references to articles, exhibits, schedules, sections and other subdivisions hereof.

Section 1.4  Terminology . The terms “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision.  Any pronoun used will be deemed to cover all genders. Unless the context otherwise clearly indicates, words used in the singular include the plural and words used in the plural include the singular. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.” All references to statutes and related regulations will include any amendments of same and any successor statutes and regulations.  All references to any of the Program Documents will include any and all amendment or modifications thereto and any and all restatements, extensions or renewals thereof. All references to any Person will mean and include the successors and permitted assigns of such Person. All references to “including” and “include” will be understood to mean “including, without limitation.” All references to the time of day will mean the time of day on the day in question in New York City, New York, unless otherwise expressly provided in this Agreement.  An Unmatured Termination Event or a Termination Event will be deemed to exist at all times during the period commencing on the date that such Unmatured Termination Event or Termination Event occurs to the date on which such Unmatured Termination Event or Termination Event is waived in writing pursuant to this Agreement or, in the case of Unmatured Termination Event, is cured within any period of cure expressly provided in this Agreement; and a Termination Event will “continue,” be “continuing,” or “in existence” until such Termination Event has been waived in writing by the Agent acting on behalf of the Lenders in accordance with the provisions of the Credit Agreement, or cured.

Whenever the phrase “to the best of Transferors' knowledge” or words of similar import relating to the knowledge or the awareness of Transferor are used herein, such phrase will mean and refer to the actual knowledge of a Senior Officer of the Transferor.  All references to “acceptable” or “satisfactory” will, unless expressly provided otherwise, be deemed to mean “reasonably acceptable” or “reasonably satisfactory.”  All calculations of money values will be in Dollars.  To the extent that any party hereto will have the right to consent to the taking of any action hereunder, such consent will not be unreasonably withheld (unless otherwise specifically indicated).

ARTICLE II

TRANSFER AND CONTRIBUTION OF ACCOUNTS RECEIVABLE

Section 2.1  Agreement to Transfer Certain Accounts Receivable . (a) From time to time until this agreement terminates in accordance with Section 2.1(b), the Transferor may on any Preparation Date offer to contribute, and Transferee shall accept as a capital contribution, on the Borrowing Date immediately following such Preparation Date, certain of the Transferor's Accounts Receivable which arose before such Preparation Date, subject to the terms and conditions set forth herein.

(b) This Agreement will commence as of the date of execution and delivery hereof and will continue in full force and effect until the earliest to occur of (a) the termination of the Credit Agreement, and (b) the occurrence of any of the following events (each, a “ Contribution Termination Event ”): (i) Transferee or Transferor will become insolvent or a Termination Event described in Section 6.01(i) or (j) of the Credit Agreement will have occurred and be continuing or (ii) Transferor will become unable for any reason to contribute Accounts Receivable in accordance with this Agreement.

Section 2.2  Offering Accounts Receivable for Contribution . On or before each Preparation Date, the Transferor will notify Transferee and the Agent of those Accounts Receivable it desires to contribute to Transferee on the immediately following Borrowing Date by delivering a draft Assignment Agreement (as defined herein) to Transferee, with a copy to Agent.  Such Assignment Agreement will specifically identify each of the Transferor's Accounts Receivable it desires to contribute to Transferee, will identify whether each such Account Receivable satisfies the criteria in the definition of “Eligible Receivable” and will include the date each such Account Receivable arose, its Uncollected Value, invoice number, the Account Debtor, currency of payment and its Scheduled Maturity Date, all determined as of such Preparation Date, as applicable.

Section 2.3  Accepting Accounts   Receivable . Transferee shall accept as a capital contribution the Transferor's Accounts Receivable identified as offered as a capital contribution in a draft Assignment Agreement delivered pursuant to Section 2.2.

Section 2.4  Delivery of Assignment Agreement . On each Borrowing Date, the Transferor, if contributing any Accounts Receivable to Transferee on such Borrowing Date, will execute and deliver to Transferee and the Agent an Assignment Agreement dated as of such Borrowing Date, which Assignment Agreement will be substantially in the form of Exhibit A attached hereto and made a part hereof (each, an “ Assignment Agreement ”).

Section 2.5  Application of Deductions . With respect to any Accounts Receivable and related Related Rights and Property that the Transferor, in its discretion, may contribute to Transferee on any Borrowing Date, such Accounts Receivable and related Related Rights and Property will be deemed to be a capital contribution from the Transferor to Transferee.  The parties acknowledge and agree that the Transferor will be obligated to compensate Transferee for any Deductions, to the extent such Deductions were not otherwise taken into account in determining the Uncollected Value of the Transferred Receivables of the Transferor on any Settlement Date, in accordance with Section 2.7(b).

Section 2.6  Intent of the Parties; True Contribution of Transferred Receivables . It is the intention of the parties hereto that the contribution of the Transferred Receivables and Related Rights and Property as provided in Article II be, and be construed as, absolute capital contributions without recourse except as explicitly provided herein, of the Transferred Receivables and Related Rights and Property by the Transferor to Transferee, and that neither the Transferred Receivables nor the Related Rights and Property will be part of the Transferor’s estate in the event of a Transferor bankruptcy.  Furthermore, it is not intended that such contribution be deemed a pledge of the Transferred Receivables and Related Rights and Property to secure a debt or other obligation of Transferor.  If however, notwithstanding the intention of the parties, the contribution provided for in this Article II is determined to be a transfer for security, then this Agreement will also be deemed to be a security agreement and the Transferor hereby grants to Transferee a security interest in all of the Transferor’s right, title and interest in the Transferred Receivables and Related Rights and Property.

Section 2.7  Re-Transfer of Designated Receivables; Deemed Collections .  (a)  If at any time an Account Receivable becomes a Designated Receivable, the Transferor will accept re-transfer of such Designated Receivable from Transferee.  Each such re-transfer will be made on the next occurring Settlement Date (or the second following Settlement Date, if such Accounts Receivable became subject to retransfer pursuant to this Section 2.7 after the Preparation Date for the next occurring Settlement Date).  The Transferor will pay to the Transferee an amount in cash equal to the Uncollected Value (which for this purpose shall be the face amount thereof) of such Designated Receivables.

(b) The parties acknowledge and agree that the Transferor will be obligated to compensate Transferee for any Deductions taken on any Account Receivable prior to the Settlement Date on which such Account Receivable was contributed to Transferee, to the extent such Deductions were not otherwise taken into account in determining the Uncollected Value of such Transferred Receivables on such Settlement Date and the Transferor will be deemed to have received a Collection of such Account Receivable in the amount of any such Deduction on the date such reduction is reported on the Books and Records.  On each day after contribution of an Account Receivable to Transferee on which a Deduction is granted on such Transferred Receivable as a result of (A) any defective, rejected or returned goods or services, or (B) a setoff in respect of any claim by the related Account Debtor against the Transferor, in each of the foregoing cases, other than any such reduction or cancellation due to credit losses, the Transferor will be deemed to have received on such day a Collection of such Receivable in the amount of the Deduction.  If the Transferor is deemed to have received a Collection of Receivables pursuant to this Section 2.7(b), the Transferor will deposit the amount of such Collections into the Collection Accounts on the next occurring Settlement Date (or the second following Settlement Date, if such Deduction was granted after the opening of business on the Business Day immediately preceding the next occurring Settlement Date).  Such amount may be offset against any amounts due from Transferee to such Transferor on such Settlement Date with respect to the Uncollected Value of Accounts Receivable conveyed by the Transferor to Transferee on such Settlement Date.

Section 2.8  Servicing of Accounts Receivable . On and after each Borrowing Date, Transferee will have the sole right to receive all Collections with respect to all Transferred Receivables purchased by it or contributed to it on such Borrowing Date. The foregoing notwithstanding, Transferee and the Transferor agree to engage Sanmina’s services as initial Servicer for all the Transferred Receivables pursuant to the terms set forth in the Servicing Agreement.  The Transferor agrees (i) to notify commencing on the Collection Account Effect Date all Account Debtors of its respective Transferred Receivables that pay by wire transfer, automated clearing house (“ACH”) entries, credits from merchant card transactions and other electronic funds transfers to tender all payments on such Transferred Receivables to the Collection Accounts and (ii) to notify commencing on the Lock-Box Effective Date all Account Debtors of its respective Transferred Receivables that pay by check, draft or other instrument to tender all payments on such Transferred Receivables to the Lock-Box, and in each case to cooperate fully with Servicer in all respects regarding the servicing of Transferred Receivables.  During the Collection Account Ramp-Up Period and the Lock-Box Ramp-Up Period, Collections may be deposited into the Sanmina Accounts and the Sanmina Lockbox and the Servicer will be instructed to sweep all amounts deposited in the Sanmina Accounts and the Sanmina Lockbox into the Tranche A and Tranche B Collection Accounts on each Business Day. Collections will be deposited in the Collection Accounts on each Business Day.  All collections on a Transferred Receivable received by a Person who is not the Obligee of such Account Receivable will be held in trust for the Obligee and promptly deposited into the Collection Accounts or delivered to Servicer for deposit by Servicer into the Collection Accounts.  If an Account Debtor has indicated that a payment made by such Account Debtor is to be applied in respect of its obligations under a specified Account Receivable or in respect of other obligation of such Account Debtor owed to the Transferor, then the Transferor and the Transferee agree that such payment shall be applied as specified by the related Account Debtor; however, after an Account Debtor is in default of any payment obligation to the Transferee or the Transferor for more than 10 days, or after the related Account Debtor is insolvent, any such payment shall be applied to the principal amount of the Accounts Receivable of such Obligor in chronological order of Scheduled Maturity Dates.

Section 2.9  Related Rights and Property . In all cases hereunder where an Account Receivable is contributed to a Transferee who then becomes the Obligee of such Account Receivable, the contribution of such Account Receivable will be deemed to include the contribution of all of the Related Rights and Property relating to such Account Receivable.

ARTICLE III

THE CLOSING

Section 3.1  The Closing . The closing of the transactions set forth herein will occur on the Closing Date, contemporaneously with the closing of the Credit Agreement.  In any event, this Agreement will not be effective until the Effective Date. Facsimile signatures of the parties hereto will be sufficient to close this Agreement; provided that the Transferor and Transferee agree to deliver fully executed, original counterparts of this Agreement and the other Program Documents to Agent’s counsel for receipt by Agent’s counsel no later than five Business Days following the Closing Date.  The “ Closing Date ” shall be the date of this Agreement as first above written.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of Transferor . The Transferor hereby represents and warrants to Transferee as follows (each of which representations and warranties will be deemed to have been restated upon the delivery of each Assignment Agreement to Transferee):

                                (a)  Organization; Location .  Transferor is a corporation validly existing and in good standing under the laws of the state of Delaware and is authorized under such laws to conduct its business as currently conducted and to own its assets (including but not limited to its Accounts Receivable) as currently owned.  The location of Transferor's chief executive office and all of its Books and Records  relating to its Accounts  Receivable, the state of incorporation of Transferor, and Transferor's organizational identification number are identified in the Transferor Collateral Disclosure Certificate substantially in the form of Exhibit B attached hereto and made a part hereof (the “ Transferor Collateral Disclosure Certificate ”).

    (b)  Capacity; Authority; Validity .  Transferor has all necessary corporate power and authority to enter into this Agreement and to perform all of the obligations to be performed by it under this Agreement.  This Agreement and the consummation by Transferor of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of Transferor.  This Agreement has been duly executed and delivered by Transferor and constitutes the valid and binding obligations of Transferor, enforceable against Transferor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and to general equitable principles.

    (c)  Conflict; Defaults .  Neither the execution and delivery of this Agreement by Transferor, nor the consummation of the transactions contemplated hereby and thereby will (i) conflict with, result in the breach of, constitute a default under, or accelerate the performance required by, the terms of any indenture, agreement, contract or other instrument to which Transferor is a party or by which Transferor or its assets are bound, (ii) violate Transferor's articles of incorporation, bylaws, or other constitutional or charter documents, as the case may be, (iii) violate any law or any order, rule or regulation applicable to Transferor of any Governmental Authority having jurisdiction over Transferor or its properties, (iv) require any consent, approval, authorization or filing (which, in each case, has not already been obtained or made) under any law, regulation, judgment, order, writ, decree, permit, license, agreement, contract or instrument to which Transferor is a party or by which Transferor or any of its assets are bound.

   (d)  Title to Transferred Receivables .  Immediately prior to (or coincidentally with) any transfer of an Account Receivable hereunder, Transferor has good and marketable title to such Accounts Receivable, free and clear of any Lien except for Permitted Encumbrances.  When Transferee accepts a capital contribution of such Account Receivable, it will have acquired a perfected ownership interest in such Account Receivable free and clear of any Lien, except for Permitted Encumbrances.

    (e)  Litigation .  There is no claim, litigation, proceeding, arbitration or investigation pending or, to Transferor's best knowledge, threatened against Transferor, which could reasonably be expected to have a Material Adverse Effect.

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

    (g)  Investment Company Act; Other Regulations .  The Transferor is not an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the U.S. Investment Company Act of 1940, as amended.

    (h)  Solvent .  The Transferor is, and after giving effect to each contribution hereunder and the incurrence of the obligations being incurred hereunder, will be and will continue to be, solvent.

    (i)  Finders or Brokers .  Transferor has not agreed to pay any fee or commission to any agent, broker, finder, or other person retained by it, for or on account of services rendered as a broker or finder in connection with this Agreement or the transactions contemplated hereby which would give rise to any valid claim against Transferee for the payment of any such fee or commission.

    (j)  Nature of Transferred Receivables .  Each Transferred Receivable constitutes an “account,” or “general intangible”  as such terms are defined in the UCC.

    (k)  Eligibility of Transferred Receivables .  Each Account Receivable accepted as a capital contribution by Transferee, that was identified in the related Assignment Agreement or in any other document or report delivered to Transferee in accordance with this Agreement as an Eligible Receivable satisfied the criteria in the definition of “Eligible Receivable” as of the date of such Assignment Agreement or other document or report, as applicable.

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

     (m)  Filings .  There have been duly filed all Financing Statements or other similar instrume