FIRST AMENDMENT TO GUARANTY

Exhibit 4.12

FIRST AMENDMENT TO
GUARANTY

April 20, 2005

Xxxxx Fargo Foothill, Inc., as Agent
0000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000

Re: SMART Modular Technologies, Inc., a California corporation (“US Borrower”), SMART Modular Technologies (Europe) Limited, a company organized under the laws of England and Wales (“UK Borrower”), and SMART Modular Technologies (Puerto Rico) Inc., a corporation organized under the laws of the Cayman Islands (“PR Borrower” and together with US Borrower and UK Borrower, collectively referred to herein as “Borrowers”)

Ladies and Gentlemen:

Xxxxx Fargo Foothill, Inc., as arranger and administrative agent (in such capacity “Agent”) for certain lenders (“Lenders”), Lenders and Borrowers have entered into certain financing arrangements pursuant to which Agent and Lenders may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Loan and Security Agreement dated as of March 28, 2005, by and among Borrowers, Agent, Lenders, and the other Obligors identified on the signature pages thereto (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”), and other agreements, documents and instruments referred to in the Loan Agreement as the “Loan Documents”. Initially capitalized terms used herein without definitions shall have the meanings given in the Loan Agreement.

This First Amendment to Guaranty (“Amendment”) is made with reference to the Guaranty executed by each of the undersigned (each a “Guarantor” and collectively the “Guarantors”) in connection with the Loan Agreement and more particularly described on the signature pages hereto.

The Guarantors understand that the Parent will execute an ISDA Master Agreement dated as of April 20, 2005 with Xxxxx Fargo Foothill, Inc. (the “ISDA Agreement”), and the Guarantors have agreed to guaranty the full and timely payment of all obligations of the Parent thereunder. To evidence such obligations, the undersigned Guarantors have agreed that their respective Guaranties shall be amended as follows:

     (1) A new second paragraph shall be added to each Guaranty, reading in its entirety as follows:

     “The Parent and Xxxxx Fargo Foothill, Inc. are parties to an ISDA Master Agreement dated as of April 20, 2005 (the “ISDA Agreement”), and as a condition to its execution thereof, Xxxxx

Fargo Foothill, Inc. has required that Guarantor guaranty to Xxxxx Fargo Foothill, Inc. the full and timely payment to Xxxxx Fargo Foothill, Inc. of all obligations of Parent to Xxxxx Fargo Foothill, Inc. arising under the ISDA Agreement.”

     (2) Section 1(a) shall be amended and restated in its entirety to read as follows:

     (a) Guarantor absolutely, unconditionally and irrevocably guarantees and agrees to be liable for the full payment and performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of the “Obligations” (as defined in the Loan Agreement) of each Applicable Borrower and all “Bank Product Obligations” (as described in the Loan Agreement) of the Parent (including, without limitation, all Bank Product Obligations under the ISDA Agreement) (all of which obligations of Guarantor are collectively referred to herein as the “Guaranteed Obligations”); provided, however, that Guarantor shall only be liable under this Guaranty for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty, as it relates to Guarantor, voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer and not for any greater amount.

Except as expressly amended hereby, each Guarantor ratifies and confirms all of the terms and provisions of its Guaranty.

This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this Amendment by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile also shall deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

     IN WITNESS WHEREOF, each Guarantor has executed and delivered this Amendment as of the day and year first above written with reference to the Guaranty more particularly described below its signature block.

		EXECUTED AS A DEED BY:
		SMART MODULAR TECHNOLOGIES (DH), INC.,
		an exempted company organized under the laws of
		the Cayman Islands
		By:		/s/
		Title: VP/CFO
		IN THE PRESENCE OF:
		Witness: /s/ X. Xxxxxx
		Name: X. Xxxxxx
		With Reference to its Guaranty dated March 28, 2005
		EXECUTED AS A DEED BY:
		SMART MODULAR TECHNOLOGIES (GLOBAL), INC.,
		an exempted company organized under the laws of
		the Cayman Islands
		By:		/s/
		Title: VP/CFO
		IN THE PRESENCE OF:
		Witness: /s/ X. Xxxxxx
		Name: X. Xxxxxx
		WITH REFERENCE TO THAT CERTAIN
		GUARANTY DATED MARCH 28, 2005

		EXECUTED AS A DEED BY:
		SMART MODULAR TECHNOLOGIES (CI), INC.,
		an exempted company organized under the laws of
		the Cayman Islands
		By:		/s/
		Title : VP/CFO
		IN THE PRESENCE OF:
		Witness: /s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		WITH REFERENCE TO THAT CERTAIN
		GUARANTY DATED MARCH 28, 2005
		SMART MODULAR TECHNOLOGIES SDN, BHD.,
		a company incorporated in Malaysia with limited
		liability
		By:		/s/
		Title: VP/CFO
		WITH REFERENCE TO THAT CERTAIN
		GUARANTY DATED MARCH 28, 2005
		MODULAR BRASIL PARTICIPAÇÕES LTDA.,
		a limited liability company (sociedade limitada)
		organized under the Federative Republic of Brazil
		By:		/s/
		Title: VP/CFO
		WITH REFERENCE TO THAT CERTAIN
		GUARANTY DATED MARCH 28, 2005

		SMART MODULAR TECHNOLOGIES
		INDUSTRIA DE COMPONENTES
		ELETRÔNICOS LTDA.,
		a limited liability company (sociedade limitada)
		organized under the Federative Republic of Brazil
		By:		/s/
		Title: VP/CFO
		WITH REFERENCE TO THAT CERTAIN
		GUARANTY DATED MARCH 28, 2005
		SMART MODULAR TECHNOLOGIES (DE), INC.,
		formerly known as Modular, Inc., a Delaware corporation
		By:		/s/
		Title: VP/CFO
		WITH REFERENCE TO THAT CERTAIN
		GUARANTY DATED APRIL 16, 2004
		SMART MODULAR TECHNOLOGIES, INC.,
		as successor by merger to Modular Merger
		Corporation, a California corporation
		By:		/s/
		Title: VP/CFO
		WITH REFERENCE TO THAT CERTAIN
		GUARANTY DATED APRIL 16, 2004

		SMART MODULAR TECHNOLOGIES
		(PUERTO RICO) INC.,
		an exempted company organized under the laws of
		the Cayman Islands
		By:		/s/
		Title: VP/CFO
		WITH REFERENCE TO THAT CERTAIN
		GUARANTY DATED APRIL 16, 2004
		SMART MODULAR TECHNOLOGIES
		(FOREIGN HOLDINGS), INC.,
		an exempted company organized under the laws of
		the Cayman Islands
		By:		/s/
		Title: VP/CFO
		WITH REFERENCE TO THAT CERTAIN
		GUARANTY DATED APRIL 16, 2004
		SMART MODULAR TECHNOLOGIES
		(EUROPE) LIMITED,
		a company organized under the laws of England
		and Wales
		By:		/s/
		Title: VP/CFO
		WITH REFERENCE TO THAT CERTAIN
		GUARANTY DATED APRIL 16, 2004

ACCEPTED AND AGREED
this ___ day of April, 2005

XXXXX FARGO FOOTHILL, INC.,
as Agent

By:

Title:

		SMART MODULAR TECHNOLOGIES
		(PUERTO RICO) INC.,
		an exempted company organized under the laws of
		the Cayman Islands
		By:		/s/
		Titte: VP/CFO
		WITH REFERENCE TO THAT CERTAIN
		GUARANTY DATED APRIL 16, 2004
		SMART MODULAR TECHNOLOGIES
		(FOREIGN HOLDINGS), INC.,
		an exempted company organized under the laws of
		the Cayman Islands
		By:		/s/
		Titte: VP/CFO
		WITH REFERENCE TO THAT CERTAIN
		GUARANTY DATED APRIL 16, 2004
		SMART MODULAR TECHNOLOGIES
		(EUROPE) LIMITED,
		a company organized under the laws of England
		and Wales
		By:		/s/
		Titte: VP/CFO
		WITH REFERENCE TO THAT CERTAIN
		GUARANTY DATED APRIL 16, 2004

ACCEPTED AND AGREED
this ___ day of April, 2005

XXXXX FARGO FOOTHILL, INC.,
as Agent

By:		/s/
Title:		Vice President