EXHIBIT 4.6 INTERCREDITOR AGREEMENT

Exhibit 4.6

INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT, dated as of March 28, 2005, among WELLS FARGO FOOTHILL, INC., as Credit Agent, U.S. BANK NATIONAL ASSOCIATION, as Trustee, and SMART MODULAR TECHNOLOGIES (WWH), INC., an exempted company organized under the laws of the Cayman Islands (“Holdings”).

      WHEREAS, Holdings, the Companies (such term and each other capitalized term used herein having the meanings set forth in Section 1 below), certain lenders and Wells Fargo Foothill, Inc., as administrative agent and arranger, are parties to that certain Amended and Restated Loan and Security Agreement, dated as of the date hereof (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement” ) , pursuant to which such lenders have agreed to make loans and extend other financial accommodations to certain of the Companies and that, among other things, permits, subject to certain terms and conditions, (a) the issuance of the Notes by Holdings and the guarantee thereof by the Companies and (b) a second priority Lien on the Common Collateral to secure the Noteholder Claims;

      WHEREAS, the Obligations of the Companies under the Loan Documents are secured (together with certain other obligations) by various assets of the Companies;

      WHEREAS, Holdings, the Companies and the Trustee have entered into that certain Indenture dated as of March 28, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture” ) , pursuant to which Holdings intends to issue the Notes; and

      WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that the parties hereto enter into this Agreement;

      NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. DEFINITIONS .

           (a)  As used in this Agreement, the following terms have the meanings specified below:

      “Agreement” means this Agreement, as amended, restated, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

      “Bank Indebtedness” means any and all amounts payable under or in respect of the Credit Facilities, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to any Company whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges,

expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof.

      “Bankruptcy Law” means Title 11 of the United States Code and any similar Federal, state or foreign law for the relief of debtors, as amended from time to time.

      “Business Day” means any day other than a Saturday, a Sunday or a day that is a legal holiday under the laws of the State of New York or on which banking institutions in the State of New York are required or authorized by law or other governmental action to close.

      “Cash Management Obligations” means, with respect to any Person, all obligations of such Person in respect of overdrafts and other liabilities owed to any other Person that arise from treasury, depositary, cash management or related services, including processing of electronic funds through clearing houses, and credit card, credit card processing, debit card and purchase card services.

      “Commodity Hedge Obligations” means, with respect to any Person, all obligations of such Person in respect of any commodity price protection agreement or other commodity price hedging arrangement or other similar agreement or arrangement.

      “Common Collateral” means all of the assets of any Grantor, whether real, personal or mixed, constituting both Senior Lender Collateral and Noteholder Collateral.

      “Companies” means, collectively, the entities set forth on Schedule I hereto ( each, a “Company”) .

      “Comparable Noteholder Collateral Document” means, in relation to any Common Collateral subject to any Lien created under any Senior Collateral Document, that Noteholder Collateral Document which creates a Lien on the same Common Collateral, granted by the same Grantor.

      “Credit Agent” means Wells Fargo Foothill, Inc. in its capacity as administrative agent and security trustee for the Senior Lenders under the Credit Agreement and the other Loan Documents (as defined therein) and also includes its successors hereunder as administrative agent and security trustee for the Senior Lenders (or if there is more than one administrative agent, a majority of them) under the Senior Lender Documents exercising substantially the same rights and powers, or if there is no acting Credit Agent under the Senior Credit Agreement, the Required Lenders.

      “Credit Agreement” has the meaning set forth in the recitals hereto.

      “Credit Facilities” means one or more debt facilities (including the Loan Documents) or commercial paper facilities providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, or any debt securities or other form of debt financing or financial accommodation (including convertible or exchangeable debt instruments), in each case, as amended, supplemented, modified, extended, renewed, restated or refunded in whole or in part from time to time.

      “Currency Agreement” means with respect to any Person any foreign exchange contract, currency swap agreements or other similar agreement or arrangement to which such Person is a party.

      “Discharge of Senior Lender Claims” means, except to the extent otherwise provided in Section 5.6 , payment in full in cash of (a) the principal of and interest and premium, if any, on all Indebtedness outstanding under the First-Lien Credit Facilities or, with respect to Cash Management Obligations, Hedging Obligations, Commodity Hedge Obligation or letters of credit outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with such First-Lien Credit Facilities, as applicable, in each case after or concurrently with termination of all commitments to extend credit thereunder and (b) any other Senior Lender Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal, interest and premium, if any, are paid.

      “First-Lien Credit Facilities” means (a) the Credit Facilities provided pursuant to the Loan Documents and (b) any other Credit Facility, that, in the case of both clauses (a) and (b), is secured by a Permitted Lien (as defined in the Indenture) described in clause (1) of the definition thereof and (except for the Credit Facilities provided pursuant to the Credit Agreement) is designated by Holdings as a “First-Lien Credit Facility” for purposes of the Indenture.

      “Future Other First-Lien Obligations” means all obligations of each Company or any other Grantor in respect of Cash Management Obligations or Hedging Obligations that are designated by Holdings as “Credit Agreement Obligations” for purposes of the Indenture (other than any Senior Lender Cash Management Obligations and Senior Lender Hedging Obligations).

      “Grantors” means each of Holdings, the Companies and any other Person that has executed and delivered a Noteholder Collateral Document or a Senior Collateral Document.

      “Hedging Obligations” means, with respect to any Person, the obligations of such Person in respect of (a) any Interest Rate Agreement, (b) Currency Agreement or (c) Commodity Hedge Obligations.

      “Holdings” has the meaning set forth in the preamble hereto.

      “Indebtedness” means and includes all Obligations that constitute “Indebtedness” within the meaning of the Indenture or the Senior Credit Agreement.

      “Indenture” has the meaning set forth in the recitals hereto.

      “Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to any of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

      “Interest Rate Agreement” means with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party.

      “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

      “Loan Documents” means the Credit Agreement and all other Loan Documents (as defined therein) and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that replace, refund or refinance any part of the loans, notes, other credit facilities, commitments or other obligations thereunder (including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof), unless such agreement or instrument expressly provides that it is not intended to be and is not a Loan Document hereunder.

      “Noteholder Claims” means all Obligations in respect of the Notes or arising under the Noteholder Documents or any of them.

      “Noteholder Collateral” means all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Noteholder Claim.

      “Noteholder Collateral Documents” means the documents set forth in Schedule II and any other document or instrument pursuant to which a Lien is granted by any Grantor to secure any Noteholder Claims or under which rights or remedies with respect to any such Lien are governed.

      “Noteholder Documents” means (a) the Indenture, the Notes, the Note Guarantees, the Noteholder Collateral Documents and any document or instrument evidencing or governing any Obligations with respect to the Notes and any (b) other related document or instrument executed and delivered pursuant to any Noteholder Document described in clause (a) above evidencing or governing any Obligations thereunder.

      “Noteholder Mortgages” means a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on real property owned by any Grantor is granted to secure any Noteholder Claims or under which rights or remedies with respect to any such Liens are governed.

      “Noteholder Pledge Agreements” means the documents set forth on Schedule III.

      “Noteholder Security Agreement” means that certain Security Agreement, dated as of March 28, 2005, among Holdings, the other Grantors party thereto and the Trustee.

      “Noteholders” means the Persons holding Noteholder Claims.

      “Note Guarantee” means “Note Guarantee” as defined in the Indenture.

      “Notes” means (a) the Senior Secured Floating Rate Notes due 2012 to be issued by Holdings, and (b) any additional notes issued under the Indenture by Holdings, to the extent permitted by the Indenture and the Senior Credit Agreement.

      “Obligations” means any and all obligations with respect to the payment of (a) any principal of or interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for post-filing interest is allowed in such proceeding) or premium on any Indebtedness, including any reimbursement obligation in respect of any letter of credit, (b) any fees, indemnification obligations, expense reimbursement obligations or other liabilities payable under the documentation governing any Indebtedness, (c) any obligation to post cash collateral in respect of letters of credit and any other obligations or (d) any Cash Management Obligations or Hedging Obligations.

      “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, entity or other party, including any government and any political subdivision, agency or instrumentality thereof.

      “Pledged Collateral” means (a) the securities and other property pledged pursuant to the Noteholder Pledge Agreements, and (b) any other Common Collateral in the possession of or under the “control” (as defined in the Uniform Commercial Code) of the Credit Agent (or its agents or bailees), to the extent that possession or control thereof is necessary to perfect a Lien thereon under the Uniform Commercial Code.

      “Recovery” has the meaning set forth in Section 6.5 hereof.

      “Required Lenders” means, with respect to any amendment or modification of the Senior Credit Agreement, or any termination or waiver of any provision of the Senior Credit Agreement, or any consent or departure by any Company or any of its Subsidiaries therefrom, those Senior Lenders the approval of which is required to approve such amendment or modification, termination or waiver or consent or departure.

      “Senior Collateral Documents” means the Loan Documents (as defined in the Senior Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted securing any Senior Lender Claims or under which rights or remedies with respect to such Liens are governed.

      “Senior Credit Agreement” means the Credit Agreement; provided that if at any time a Discharge of Senior Lender Claims occurs with respect to the Credit Agreement (without giving effect to Section 5.6 ), then, to the extent provided in Section 5.6, the term “Senior Credit Agreement” means the Future First-Lien Credit Facility designated by the Companies as the “Senior Credit Agreement” in accordance with such Section.

      “Senior Lender Cash Management Obligations” means any Cash Management Obligations secured by any Common Collateral under the same Senior Collateral Documents that secure Obligations under the Senior Credit Agreement.

      “Senior Lender Claims” means (a) all Bank Indebtedness and all other Indebtedness outstanding under one or more of First-Lien Credit Facilities, the Indebtedness under each of which (i) constitutes Permitted Debt (as defined in the Indenture) or is otherwise permitted by the Indenture and (ii) is secured by a Permitted Lien (as defined in the Indenture) described in clause (1) of the definition thereof, (b) all other obligations (not constituting Indebtedness) of each Company or any Grantor under the Loan Documents or any such other First-Lien Credit Facility, (c) all obligations of each Company or any Grantor in respect of Senior Lender Hedging Obligations and Senior Lender Cash Management Obligations and (d) all Future Other First-Lien Obligations. Senior Lender Claims shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency or Liquidation Proceeding, accrue) after the commencement of an Insolvency or Liquidation Proceeding in accordance with and at the rate specified in the relevant Senior Lender Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding. To the extent any payment with respect to the Senior Lender Claims (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. Notwithstanding anything to the contrary contained in the first sentence of this definition, any Obligation under the Senior Lender Documents (including any Cash Management Obligations or Hedging Obligations) shall constitute a “Senior Lender Claim” if the Credit Agent or the relevant Senior Lender or Senior Lenders shall have received a written representation from any Company in or in connection with the Senior Lender Documents evidencing such Obligation that such Obligation constitutes a “Credit Agreement Obligation” under and as defined in the Indenture (whether or not such Obligation is at any time determined not to have been permitted to be incurred under the Indenture).

      “Senior Lender Collateral” means all of the assets of any Grantor, whether real, personal or mixed, whether now owned or hereafter acquired by such Grantor, with respect to which a Lien is granted, or purported to be granted, as security for any Senior Lender Claim.

      “Senior Lender Documents” means the Senior Credit Agreement, the Senior Collateral Documents, and each of the other agreements, documents and instruments providing for or evidencing any other Obligation under the Loan Documents, any First-Lien Credit Facility, any Senior Lender Hedging Obligation, any Senior Lender Cash Management Obligations or any Future Other First-Lien Obligations, and any other related document or instrument executed or delivered pursuant to any Senior Lender Document at any time or otherwise evidencing any Senior Lender Claims.

      “Senior Lender Hedging Obligations” means any Hedging Obligations secured by any Common Collateral under the same Senior Collateral Documents that secure Obligations under the Senior Credit Agreement.

      “Senior Lenders” means the Persons holding Senior Lender Claims, including the Credit Agent.

      “Subsidiary” means any “Subsidiary” of Holdings or any Company, as defined in the Indenture or the Senior Credit Agreement.

      “Trustee” means U.S. Bank National Association, in its capacity as trustee under the Indenture and collateral agent under the Noteholder Collateral Documents, and also includes its successors hereunder as collateral agent for the Noteholders under the Noteholder Collateral Documents.

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

           (b) Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 2. LIEN PRIORITIES .

      2.1 Subordination . Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to the Trustee or the Noteholders on the Common Collateral or of any Liens granted to the Credit Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Noteholder Documents or the Senior Lender Documents or any other circumstance whatsoever, the Trustee, on behalf of itself and the Noteholders, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Credit Agent or any Senior Lenders or any agent or trustee therefor shall be senior in all respects and prior to any Lien on the Common Collateral securing any of the Noteholder Claims; and (b) any Lien on the Common Collateral now or hereafter held by or on behalf of the Trustee or any Noteholders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Noteholder Claims for all purposes, whether or

not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of any Company, any other Grantor or any other Person.

      2.2 Prohibition on Contesting Liens. Each of the Trustee, for itself and on behalf of each Noteholder, and the Credit Agent, for itself and on behalf of each Senior Lender, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity or enforceability of a Lien held by or on behalf of any of the Senior Lenders in the Senior Lender Collateral or by or on behalf of any of the Noteholders in the Common Collateral, as the case may be; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Credit Agent or any Senior Lender to enforce this Agreement, including the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1 .

      2.3 No New Liens. So long as the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if the Trustee shall hold any Lien on any assets of any Company or any other Grantor securing any Noteholder Claims that are not also subject to the first-priority Lien of the Credit Agent under the Senior Lender Documents (other than any assets that the Credit Agent shall have released as security for the Senior Lender Claims), the Trustee, upon demand by the Credit Agent or the Companies, will either (i) assign such Lien to the Credit Agent as security for the Senior Lender Claims, in which event the Companies shall cause a junior Lien on such assets to be granted to the Trustee or (ii) release such Lien.

SECTION 3. ENFORCEMENT .

      3.1 Exercise of Remedies .

           (a)  So long as the Discharge of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Company or any other Grantor, (i) the Trustee and the Noteholders will not exercise or seek to exercise any rights or remedies (including set-off) with respect to any Common Collateral, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), contest, protest or object to any foreclosure proceeding or action brought by the Credit Agent or any Senior Lender, the exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Trustee or any Noteholder is a party, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise, or object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral and (ii) the Credit Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Trustee or any Noteholder; provided , that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Company or any Grantor, the Trustee may file a claim or statement of interest with respect to the Noteholder Claims, and (B) the Trustee may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the

Credit Agent or the Senior Lenders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, the Credit Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

           (b)  The Trustee, on behalf of itself and the Noteholders, agrees that it will not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Common Collateral, unless and until the Discharge of Senior Lender Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a) above, the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to t