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                                                                   Exhibit 10.54
                                                                  Execution Copy

                      AMENDMENT AND WAIVER AGREEMENT NO. 4
                                       TO
                                CREDIT AGREEMENT

       AMENDMENT AND WAIVER AGREEMENT NO. 4 dated as of March 21, 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 Borrowers, the Guarantors, the Majority Lenders and the
Administrative Agent desire to waive and amend certain provisions of the Credit
Agreement.

       NOW, THEREFORE, subject to the condition precedent set forth in Section 4
hereof, the Borrowers, the Guarantors, the Majority Lenders and the
Administrative Agent hereby agree as follows:

SECTION 1 CAPITALIZED TERMS.

       SECTION 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.

       SECTION 2.1  The Administrative Agent and the Majority Lenders hereby
                    waive the provisions of Section 7.25 of the Credit Agreement
                    as they relate to the period of four consecutive fiscal
                    quarters of the Parent ending June 30, 2003; PROVIDED, that
                    the Fixed Charge Coverage Ratio for such four consecutive
                    fiscal quarter period shall not be less than 0.70:1

       SECTION 2.2  The Administrative Agent and the Majority Lenders hereby
                    waive the provisions of Section 7.26 of the Credit Agreement
                    as they relate to the

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                    period of four consecutive fiscal quarters of the Parent
                    ending June 30, 2003; PROVIDED, that EBITDA (excluding
                    corporate overhead charges) for such four consecutive
                    fiscal quarter period shall not be less than $20,000,000.

       SECTION 2.3  Except for the specific waivers set forth in Sections
                    2.1 and 2.2, 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 AMENDMENTS TO THE LOAN AND SECURITY AGREEMENT.

       SECTION 3.1  The definition of "EBITDA" in Appendix A to the Credit
                    Agreement is hereby amended in its entirety to read as
                    follows:

                      "EBITDA" means, with respect to any fiscal period of the
                      Parent, Adjusted Net Earnings from Operations, plus, to
                      the extent deducted in the determination of Adjusted Net
                      Earnings from Operations for that fiscal period, (a)
                      interest expenses, (b) (x) non-cash restructuring charges,
                      (y) the non-cash charge in the amount of $5,412,000 in the
                      fiscal quarter of the Parent ending December 31, 2002
                      relating to the $8,150,000 of indebtedness of Sonic Blue
                      Corporation owing to the Parent as of March 21, 2003 and
                      (z) other non-cash charges (excluding writeoffs of
                      inventory and, except as provided in subclause (y) above,
                      any provisions made for bad debt); PROVIDED, that in the
                      case of each of subclauses (x), (y) and (z) above, in the
                      event the Parent or any Subsidiary at any time makes or
                      receives, as applicable, any cash payment in respect of
                      any such non-cash charge, such cash payment shall be
                      deducted from EBITDA in the fiscal period in which such
                      payment is made or received, (c) Federal, state, local and
                      foreign income taxes, (d) depreciation and (e)
                      amortization."

       SECTION 3.2  Section 7.10 of the Credit Agreement is hereby amended
                    by deleting "270 days" where it appears in the first line
                    thereof and substituting "360 days" therefor.

       SECTION 3.3  Section 7.33 of the Credit Agreement is hereby amended
                    by deleting "270 days" where it appears in such section and
                    substituting "360 days" therefor.

SECTION 4 CONDITIONS PRECEDENT. This Agreement shall become effective on such
date as the following conditions have been satisfied in full:

       SECTION 4.1  Counterparts of this Agreement executed by the
                    Borrowers, the Guarantors, the Majority Lenders and the
                    Administrative Agent shall have been delivered to the
                    Administrative Agent.

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       SECTION 4.2  The Borrowers shall have paid to the Administrative
                    Agent, for the ratable benefit of the Lenders who have
                    delivered to the Administrative Agent an executed signature
                    page to this Agreement prior to 2:00 p.m. on March 21, 2003,
                    an amendment fee in the amount of $150,000.

SECTION 5 MISCELLANEOUS

       SECTION 5.1  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 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.

       SECTION 5.2  Except as herein expressly amended or waived nothing
                    herein shall be deemed to be a waiver 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

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                    respects and shall remain in full force and effect in
                    accordance with their respective terms.

       SECTION 5.3  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 the Credit Agreement may in the future be amended,
                    restated, supplemented or modified from time to time.

       SECTION 5.4  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.

       SECTION 5.5  Delivery of an executed counterpart of a signature page
                    by telecopier shall be effective as delivery of a manually
                    executed counterpart.

       SECTION 5.6  This Agreement shall be governed by, and construed and
                    interpreted in accordance with, the laws of the State of New
                    York.

       SECTION 5.7  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: /s/ James Foley
                                           -----------------------------------
                                        Title: AVP


                                        "REVOLVING LENDERS"

                                        BANK OF AMERICA, N.A.

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


                                        CREDIT SUISSE FIRST BOSTON,
                                          CAYMAN ISLANDS BRANCH

                                        By:/s/ Robert Hedu   /s/ Doreen Welch
                                           ---------------  ------------------
                                        Title: Director          Associate


                                        GENERAL ELECTRIC CAPITAL CORPORATION

                                        By: /s/ Robert Malone
                                           -----------------------------------
                                        Title: Vice President

                                        UPS CAPITAL CORPORATION

                                        By: /s/ Charles Johnson
                                           -----------------------------------
                                        Title: Managing Director


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                                        CONGRESS FINANCIAL CORPORATION (CENTRAL)

                                        By: /s/ Keith Chapman
                                           -----------------------------------
                                        Title: First Vice President

                                        HSBC BUSINESS CREDIT (USA) INC

                                        By: /s/ Dan Bueno
                                           -----------------------------------
                                        Title: VicePresident

                                        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: /s/ Levoyd Robinson
                                           -----------------------------------
                                        Title: Portfolio Manager