EXHIBIT 4.15.1

AMENDMENT NO. 3 AND WAIVER TO AMENDED AND RESTATED

CREDIT AND GUARANTY AGREEMENT

This Amendment No. 3 and Waiver to Amended and Restated Credit and Guaranty Agreement (this “ Amendment ”), dated as of December 29, 2006, is made by Sanmina-SCI Corporation, a Delaware corporation (the “ Company ”), each of the subsidiaries of the Company listed on the signature pages hereto (the “ Guarantors ”), the Lenders party hereto, Citibank, N.A., as Collateral Agent (the “ Collateral Agent ”), and Bank of America, N.A., as Administrative Agent (the “ Administrative Agent ”).

RECITALS

Reference is hereby made to the Amended and Restated Credit and Guaranty Agreement, dated as of December 16, 2005, entered into by and among the Company, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, Bank of America, N.A., as Initial Issuing Bank, Citicorp USA, Inc., as Syndication Agent, The Bank of Nova Scotia, Deutsche Bank Trust Company Americas and KeyBank National Association, as Co-Documentation Agents, Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Book Managers and Joint Lead Arrangers, the Administrative Agent and the Collateral Agent, as amended by that certain Amendment No. 1 to Amended and Restated Credit and Guaranty Agreement, dated as of June 30, 2006, and that certain Amendment No. 2 and Waiver to Amended and Restated Credit and Guaranty Agreement ( “Amendment No. 2” ), dated as of October 13, 2006 (collectively, the “Credit Agreement” ), that certain Letter Waiver, dated as of August 10, 2006, entered into by and among the parties to the Credit Agreement, as extended by the Letter Waiver Extension, dated as of August 31, 2006, Amendment No. 2 and that certain Waiver and Letter Extension No. 2, dated as of December 7, 2006 (collectively, the “Waiver” ).

The Company has requested that the Lenders agree to a waiver under the Credit Agreement and certain amendments thereof as set forth herein and the Lenders have agreed to such request on the terms and conditions set forth herein.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.                                        Definitions .  Unless otherwise expressly defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as so defined.  Unless otherwise expressly stated herein, all Section and Article references herein shall refer to Sections and Articles of the Credit Agreement.

2.                                        Amendments to Credit Agreement .  (a)  The definition of “EBITDA” is amended by deleting the word “and” before “(xi)” therein and substituting therefor “,” and by adding before the second proviso in such definition the following:

“and (xii) an amount, not to exceed $25 million, in respect of non-recurring charges incurred in the fourth Fiscal Quarter of 2006 or the first Fiscal Quarter of 2007 and as specified in Schedule 1.2,”

(b)                                  The definition of “Fixed Charge Coverage Ratio” is amended (i) by deleting the figure “$30,000,000” therein and substituting therefor the figure “$55,000,000” and (ii) by adding, after the words “Excluded Debt Amount”, the words “, from and after October 13, 2006, any interest paid in respect of the 3% Notes,”.

(c)                                   The definition of “Historical Financial Statements” is amended by adding at the end thereof the following:

“, in each case as restated as part of the Company’s Quarterly Report on Form 10-Q for the Fiscal Quarter ended July 1, 2006.”

(d)                                  The definition of “Leverage Ratio” is amended by adding, after the words “Excluded Debt Amount”, the words “and, from and after October 13, 2006, the 3% Notes”.

(e)                                   Section 5.1(a) of the Credit Agreement is amended by deleting that portion of the first two lines thereof through the words “Fiscal Year,” and substituting therefor the following:

“as soon as available, and in any event no later than the date required therefor by the applicable rules and regulations established by the Securities and Exchange Commission (‘SEC’), including giving effect to SEC Rule 12b-25,”

(f)                                     Section 5.1(b) of the Credit Agreement is amended by deleting that portion of the first two lines thereof through the words “Fiscal Year,” and substituting therefor the following:

“as soon as available, and in any event no later than the date required therefor by the applicable rules and regulations established by the SEC, including giving effect to SEC Rule 12b-25,”

(g)                                  Section 5.13 of the Credit Agreement is deleted in its entirety.

(h)                                  Section 6.7(a) of the Credit Agreement is deleted in full and replaced by the following:

“(a) Fixed Charge Coverage Ratio .  Company shall not permit the Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter: for any Fiscal Quarter ending on or before September 2006 to be less than 1.75:1.00; for the Fiscal Quarters ending December 2006 and March 2007 to be less than 1.35:1.00; for the Fiscal Quarters ending June 2007 and September 2007 to be less than 1.50:1.00; and thereafter to be less than 1.75:1.00.”

(i)                                      Section 6.7(b) of the Credit Agreement is amended by deleting the table therein and replacing it with the following:

2

(j)                                      Section 9.11 of the Credit Agreement is amended by deleting subsection (b) in its entirety and re-lettering subsection “(c)” as “(b)”.

(k)                                   Schedule 1.2 attached hereto is added to and made a part of the Credit Agreement

3.                                        Waiver and Consent .  (a)  Subject to the terms and conditions set forth herein, the Lenders hereby waive compliance by the Company with the provisions of Section 6.7(a) of the Credit Agreement solely for the Fiscal Quarter ended September 2006 and any Default or Event of Default, and the consequences thereof, that may have arisen as a result of any noncompliance with such section for such Fiscal Quarter.  This Section shall be deemed to constitute the notice of such Default or Event of Default required under Section 5.1(e) of the Credit Agreement.

(b)                                  The waiver set forth above relates solely to the noncompliance by the Borrower with the provisions of Section 6.7(a) of the Credit Agreement to the extent described above and nothing in this Amendment shall be deemed to:

(i)              constitute a waiver of compliance by the Company with respect to (A) Section 6.7(a) of the Credit Agreement in any other instance or as it relates to any other provision, right or remedy of the Agent or the Lenders under the Credit Documents in respect of a Default or an Event of Default or (B) any other term, provision or condition of the Credit Agreement or any other instrument or agreement referred to therein; or

(ii)           prejudice, except as provided i