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                                                                  Exhibit 10.53


                             WAIVER AND UNDERTAKING
                                 AGREEMENT NO. 3
                                       TO
                                CREDIT AGREEMENT

          WAIVER AND UNDERTAKING AGREEMENT NO. 3 dated as of February __, 2003
(this "AGREEMENT"), to that certain Credit Agreement (as amended, modified,
restated or supplemented from time to time, the "CREDIT AGREEMENT"), dated as of
June 20, 2002, made by and among Manufacturers' Services Limited, a Delaware
corporation (the "PARENT"), Manufacturers' Services Salt Lake City Operations,
Inc., a Delaware corporation ("MSSLCO"), Manufacturers' Services Western U.S.
Operations, Inc., a California corporation ("MSWUSO"), Manufacturers' Services
Central U.S. Operations, Inc., a Minnesota corporation ("MSCUSO"), MSL Lowell
Operations, Inc., a Delaware corporation ("MSLLO"), MSL Midwest Operations,
Inc., a Delaware corporation ("MSLMO"; and together with the Parent, MSSLCO,
MSWUSO, MSCUSO and MSLLO, each a "BORROWER" and, collectively, the "BORROWERS"),
the financial institutions party thereto from time to time (the "LENDERS"), Bank
of America, N.A., as administrative agent (in such capacity, together with any
successor in such capacity, the "ADMINISTRATIVE AGENT"), Credit Suisse First
Boston, Cayman Islands Branch, as syndication agent, General Electric Capital
Corporation, as documentation agent, and Banc of America Securities LLC and
Credit Suisse First Boston, Cayman Islands Branch, as co-book managers and
co-lead arrangers, and the Guarantors party thereto.

          The Parent intends to purchase from General Electric Capital
Corporation ("GECC") certain assets comprising the surface mount technology
manufacturing line (the "SMT ASSETS"), which are currently subject to one or
more operating leases between the Parent and GECC, for an aggregate purchase
price of approximately $4,960,132.59 (the "SMT LEASE BUYOUT").

          Following the SMT Lease Buyout, the Parent intends to sell a portion
of the SMT Assets (the "SPECIFIED SMT ASSETS") to Global Manufacturers' Services
Valencia S.A. ("MSL VALENCIA") (the "SMT INTERCOMPANY SALE").

          Subsequent to the foregoing, MSL Valencia intends to sell the
Specified SMT Assets to La Caixa or another Spanish financial institution and
lease the Specified SMT Assets back from La Caixa or such other Spanish
financial institution (the "SMT SALE LEASEBACK").

          Further, in a separate set of transactions, MSCUSO intends to purchase
from Comdisco and Fleet Capital Corporation ("FLEET") certain pieces of
equipment (the "LEXMARK ASSETS") that were inadvertently not included as part of
the Lexmark Acquisition (as defined in Section 5.1) and which are currently
subject to operating leases between Comdisco or Fleet and Lexmark International,
Inc. (or one or more of its affiliates), for an aggregate purchase price of
approximately $600,000 (the "LEXMARK LEASE BUYOUT").

          The Borrowers, the Guarantors, the Majority Lenders, the Majority
Revolving Lenders, the Majority Term Lenders and the Administrative Agent desire
to waive certain

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provisions of the Credit Agreement and add certain additional covenants to be
complied with by the Borrowers and Guarantors.

          NOW, THEREFORE, subject to the conditions set forth herein, the
Borrowers, the Guarantors, the Majority Lenders, the Majority Revolving Lenders,
the Majority Term Lenders and the Administrative Agent hereby agree as follows:

     SECTION 1    CAPITALIZED TERMS.

     1.1  Capitalized terms used herein and not defined herein shall have the
          respective meanings assigned to such terms in the Credit Agreement.

     SECTION 2    WAIVERS TO THE CREDIT AGREEMENT.

     2.1  The Administrative Agent, the Majority Lenders, the Majority Revolving
          Lenders and the Majority Term Lenders hereby waive the provisions of
          SECTIONS 7.11 and 7.17 of the Credit Agreement solely to the extent of
          permitting the SMT Intercompany Sale; PROVIDED, that (i) the aggregate
          net cash proceeds received by the Parent from MSL Valencia in respect
          of the SMT Intercompany Sale shall be (x) no less than the amount paid
          by the Parent to GECC for the Specified SMT Assets and (y) applied to
          the Obligations in the order of priority set forth in SECTION 3.8 of
          the Credit Agreement, (ii) MSL Valencia shall have paid to the Parent
          the purchase price for the Specified SMT Assets (either in cash or,
          subject to SECTION 7.15 of the Credit Agreement and clause (iii)
          below, as intercompany Debt issued by MSL Valencia to the Parent)
          contemporaneously with the consummation of the SMT Intercompany Sale
          and (iii) to the extent any portion of the consideration paid by MSL
          Valencia for the Specified SMT Assets is evidenced by Debt issued by
          MSL Valencia to the Parent, such Debt shall be repaid immediately upon
          the consummation of the SMT Sale Leaseback (which shall occur no later
          than sixty (60) days following the consummation of the SMT
          Intercompany Sale).

     2.2  Except for the specific waivers set forth in this Section 2, nothing
          herein shall be deemed to be a waiver of any covenant or agreement
          contained in the Credit Agreement, and the Borrowers and Guarantors
          hereby agree that all of the covenants and agreements contained in the
          Credit Agreement are hereby ratified and confirmed in all respects.

     SECTION 3    CONDITION PRECEDENT. This Agreement shall become effective on
such date as counterparts of this Agreement executed by the Borrowers, the
Guarantors, the Majority Lenders, the Majority Revolving Lenders, the Majority
Term Lenders and the Administrative Agent shall have been delivered to the
Administrative Agent.

     SECTION 4    UNDERTAKINGS. Each of the Borrowers and Guarantors hereby
agree and covenant to satisfy the following items within sixty (60) days of the
date hereof (and the Borrowers and Guarantors agree that the failure to satisfy
any of such items within such sixty (60) day time period shall be an Event of
Default):

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     4.1  The Administrative Agent shall have received a gratuitous bailment
          agreement duly executed by each of MSL de Mexico, S.A. de C.V. ("MSL
          MEXICO") and MSCUSO and such other agreements as the Administrative
          Agent shall deem necessary or advisable to evidence the bailor-bailee
          relationship between MSL Mexico and MSCUSO with respect to all assets
          that are owned by MSCUSO and in the possession of MSL Mexico for its
          use in connection with the In-Bond Manufacturing Agreement dated as of
          July 1, 2002 between MSL Mexico and MSCUSO.

     4.2  The Administrative Agent shall have received an Equipment and
          Inventory Pledge and Deposit Agreement duly executed by each of MSCUSO
          and MSL Mexico in favor of the Administrative Agent and such other
          documents and agreements as the Administrative Agent shall deem
          necessary or advisable to grant to the Administrative Agent, for the
          benefit of the Lenders, a Lien on the assets of MSCUSO that are
          located in Mexico.

     4.3  MSCUSO shall have taken or caused to be taken all such other actions
          under the laws of Mexico as the Administrative Agent may deem
          necessary or advisable to perfect the Agent's Lien on the assets of
          MSCUSO.

     4.4  The Adminstrative Agent shall have received legal opinions and other
          documents requested by the Administrative Agent relating to matters
          described in this Section 4.

     Each of the Borrowers and Guarantors agrees that all opinions and documents
delivered to the Administrative pursuant to this Section 4 shall be in form and
substance, and (in the case of legal opinions) from counsel, reasonably
satisfactory to the Administrative Agent.

     SECTION 5    ADDITIONAL AGREEMENT.

     5.1  The Agent, the Majority Lenders, the Majority Term Lenders, the
          Majority Revolving Lenders and the Borrowers agree that for all
          purposes under the Credit Agreement, the Lexmark Lease Buyout shall be
          treated as part of the acquisition consummated by the Parent on or
          about July 1, 2002 (the "LEXMARK ACQUISITION"), pursuant to which the
          Parent acquired certain assets of Lexmark (including the capital stock
          of MSL Mexico); PROVIDED, that the Borrowers have delivered to the
          Administrative Agent a certificate from a Responsible Officer of the
          Parent setting forth a calculation which establishes to the
          Administrative Agent's satisfaction that the Borrowers have complied
          with the Fixed Charge Coverage Ratio requirement set forth in clause
          (C) of the proviso to the definition of "Permitted Acquisition" as if
          the Lexmark Lease Buyout occurred simultaneously with the Lexmark
          Acquisition.

     SECTION 6.   MISCELLANEOUS

     6.1  Each of the Borrowers reaffirms and restates the representations and
          warranties set forth in Article 6 of the Credit Agreement and all such
          representations and warranties shall be true and correct on the date
          hereof with the same force and

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          effect as if made on such date (except insofar as such representation
          and warranties relate expressly to an earlier date). Each of the
          Borrowers and Guarantors represents and warrants (which
          representations and warranties shall survive the execution and
          delivery hereof) to the Administrative Agent and the Lenders that:

                  (a)  It has the corporate power and authority to execute,
          deliver and carry out the terms and provisions of this Agreement and
          has taken or caused to be taken all necessary corporate action to
          authorize the execution, delivery and performance of this Agreement;

                  (b)  No consent of any other person (including, without
          limitation, shareholders or creditors of any Borrower or Guarantor),
          and no action of, or filing with any governmental or public body or
          authority is required to authorize, or is otherwise required in
          connection with the execution, delivery and performance of this
          Agreement;

                  (c)  This Agreement and the other instruments and documents
          contemplated hereby have been duly executed and delivered by a duly
          authorized officer on behalf of such party, and constitute a legal,
          valid and binding obligation of such party enforceable against such
          party in accordance with its terms, subject to bankruptcy,
          reorganization, insolvency, moratorium and other similar laws
          affecting the enforcement of creditors' rights generally and the
          exercise of judicial discretion in accordance with general principles
          of equity; and

                  (d)  The execution, delivery and performance of this Agreement
          and the other instruments and documents contemplated hereby will not
          violate any law, statute or regulation, or any order or decree of any
          court or governmental instrumentality, or conflict with, or result in
          the breach of, or constitute a default under any contractual
          obligation of such party.

     6.2  Except as herein expressly amended or waived nothing herein shall be
          deemed to be a waiver or amendment of any covenant or agreement
          contained in the Credit Agreement, and each Borrower and Guarantor
          hereby agrees that all of the covenants and agreements contained in
          the Credit Agreement and the other Loan Documents are hereby ratified
          and confirmed in all respects and shall remain in full force and
          effect in accordance with their respective terms.

     6.3  MSCUSO represents and warrants to the Administrative Agent and the
          Lenders that (x) the purchase price for the SMT Assets to be paid by
          the Parent in connection with the SMT Lease Buyout is not in excess of
          the fair market value of the SMT Assets as of the date of the
          consummation of the SMT Lease Buyout and (y) the purchase price for
          the Lexmark Assets to be paid by MSCUSO in connection with the Lexmark
          Lease Buyout is not in excess of the fair market value of the Lexmark
          Assets as of the date of the consummation of the Lexmark Lease Buyout.

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     6.4  All references to the Credit Agreement in the Credit Agreement or any
          other Loan Document and the other documents and instruments delivered
          pursuant to or in connection therewith shall mean the Credit Agreement
          as amended hereby and as each may in the future be amended, restated,
          supplemented or modified from time to time.

     6.5  This Agreement may be executed by the parties hereto individually or
          in combination, in one or more counterparts, each of which shall be an
          original and all of which shall constitute one and the same agreement.

     6.6  Delivery of an executed counterpart of a signature page by telecopier
          shall be effective as delivery of a manually executed counterpart.

     6.7  This Agreement shall be governed by, and construed and interpreted in
          accordance with, the laws of the State of New York.

     6.8  The parties hereto shall, at any time and from time to time following
          the execution of this Agreement, execute and deliver all such further
          instruments and take all such further action as may be reasonably
          necessary or appropriate in order to carry out the provisions of this
          Agreement.

                  [Remainder of Page Intentionally Left Blank]

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          IN WITNESS WHEREOF, the parties have entered into this Agreement on
the date first above written.


                                 "BORROWERS"

                                 MANUFACTURERS' SERVICES LIMITED

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------


                                 MANUFACTURERS' SERVICES SALT LAKE
                                 CITY OPERATIONS, INC.

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------


                                 MANUFACTURERS' SERVICES WESTERN
                                 U.S. OPERATIONS, INC.

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------


                                 MANUFACTURERS' SERVICES CENTRAL
                                 U.S. OPERATIONS, INC.

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------


                                 MSL LOWELL OPERATIONS, INC.

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------


                                 MSL MIDWEST OPERATIONS, INC.

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------

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                                 "GUARANTORS"

                                 MANUFACTURERS' SERVICES LIMITED

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------

                                 MANUFACTURERS' SERVICES SALT LAKE
                                 CITY OPERATIONS, INC.

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------

                                 MANUFACTURERS' SERVICES WESTERN
                                 U.S. OPERATIONS, INC.

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------

                                 MANUFACTURERS' SERVICES CENTRAL
                                 U.S. OPERATIONS, INC.

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------

                                 MSL LOWELL OPERATIONS, INC.

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------

                                 MSL MIDWEST OPERATIONS, INC.

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------

                                 MSL SPV SPAIN, INC.

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------

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                                 MSL HOLDINGS, INC.

                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------

                                 MSL INTERNATIONAL HOLDINGS, INC.


                                 By:         /s/ Sean Lannan
                                         -----------------------------------
                                 Title:      Treasurer
                                         -----------------------------------


                                 "ADMINISTRATIVE AGENT"

                                 BANK OF AMERICA, N.A., as the
                                 Administrative Agent

                                 By:
                                         -----------------------------------
                                 Title:
                                         -----------------------------------


                                 "REVOLVING LENDERS"

                                 BANK OF AMERICA, N.A.

                                 By:         /s/ James Foley
                                         -----------------------------------
                                 Title:      AVP
                                         -----------------------------------


                                 CREDIT SUISSE FIRST BOSTON, CAYMAN
                                 ISLANDS BRANCH

                                 By:
                                         -----------------------------------
                                 Title:
                                         -----------------------------------


                                 GENERAL ELECTRIC CAPITAL CORPORATION

                                 By:         /s/ Raymond Shu
                                         -----------------------------------
                                 Title:      Vice President
                                         -----------------------------------

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                                 UPS CAPITAL CORPORATION

                                 By:         /s/ Charles Johnson
                                         ----------------------- ------------
                                 Title:      Sr. VP
                                         -----------------------------------


                                 CONGRESS FINANCIAL CORPORATION (NEW ENGLAND)

                                 By:
                                         -----------------------------------
                                 Title:
                                         -----------------------------------


                                 HSBC BUSINESS CREDIT (USA) INC

                                 By:         /s/ Dan Bueno
                                         -----------------------------------
                                 Title:      Vice President
                                         -----------------------------------


                                 ORIX FINANCIAL SERVICES, INC.

                                 By:         /s/ Lisa Nowekowski
                                         -----------------------------------
                                 Title:      Vice President
                                         -----------------------------------


                                 "TERM LENDERS"

                                 WINGATE CAPITAL LTD.

                                 By:     Citadel Partnership, Portfolio Manager

                                 By:     GLB Partners, L.P., its General Partner

                                 By:     Citadel Investment Group, L.L.C., its
                                         General Partner

                                 By:
                                         -----------------------------------
                                 Title:
                                         -----------------------------------