<PAGE>   1
                                                                    EXHIBIT 4.07

                       FIRST AMENDMENT TO CREDIT AGREEMENT

        THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
April 3, 2001, is entered into by and among:

               (1) FLEXTRONICS INTERNATIONAL LTD., a Singapore corporation,
        ("FIL") acting subject to Paragraph 8.15 of the Credit Agreement (as
        hereinafter defined), through its Hong Kong branch;

               (2) Each of the financial institutions listed in Schedule I to
        the Credit Agreement referred to in Recital A below which are to remain
        parties to the Credit Agreement after the effectiveness of the
        assignments pursuant to Paragraph 2 below (collectively, the "Existing
        Lenders");

               (3) Each of the financial institutions listed on the signature
        pages hereof which are to become Lenders under the Credit Agreement
        after the effectiveness of the assignments pursuant to Paragraph 2 below
        (collectively, the "New Lenders", and together with the Existing
        Lenders, the "Lenders"); and

               (4) ABN AMRO BANK, N.V., as agent for the Lenders (in such
        capacity, "Agent").

                                    RECITALS

        A. FIL, the Existing Lenders and Agent are parties to that certain
Credit Agreement, dated as of April 3, 2000, (the "Credit Agreement").

        B. FIL, as the sole Borrower under the Credit Agreement as of the date
hereof, has requested that the Existing Lenders and Agent amend the Credit
Agreement in certain respects including, without limitation, extending the
Facility A Maturity Date and the Facility B Revolving Loan Maturity Date as
provided for herein.

        C. In addition to and in connection with such amendments, FIL has
requested that the New Lenders become parties to the Credit Agreement (as
amended by this Amendment) pursuant to the assignments set forth below.

        D. The New Lenders are willing to become parties to the Credit
Agreement, and the Lenders (including the New Lenders) and Agent are willing so
to amend the Credit Agreement upon the terms and subject to the conditions set
forth below.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, FIL, the Lenders and Agent hereby agree as follows:



<PAGE>   2


        1. DEFINITIONS, INTERPRETATION. All capitalized terms defined above and
elsewhere in this Amendment shall be used herein as so defined. Unless otherwise
defined herein, all other capitalized terms used herein shall have the
respective meanings given to those terms in the Credit Agreement, as amended by
this Amendment. The rules of construction set forth in Section I of the Credit
Agreement shall, to the extent not inconsistent with the terms of this
Amendment, apply to this Amendment and are hereby incorporated by reference.

        2. RE-ALLOCATION OF COMMITMENTS AND ALLOCATION OF OUTSTANDING LOANS
AMONG EXISTING LENDERS AND NEW LENDERS. Subject to the conditions set forth in
the Assignment Agreements and Paragraph 6 below, FIL, the Existing Lenders, the
New Lenders and Agent hereby agree that on and after the Effective Date (as
hereinafter defined), each Existing Lender and each New Lender shall be a Lender
under the Credit Agreement and the other Credit Documents with Commitments as
set forth on Schedule I of the Credit Agreement (as amended pursuant to this
Amendment), with all of the rights, duties and obligations of a "Lender" under
the Credit Agreement and the other Credit Documents, and that each prior Lender
under the Credit Agreement whose Commitments and Loans has been reduced to $0
shall cease to be a Lender and shall have no further obligations to make Loans.
To effectuate the foregoing, on the Effective Date Agent shall calculate the
Proportionate Share of each Existing Lender and each New Lender in each
Borrowing then outstanding. Based upon such calculation, each New Lender shall
purchase such shares in the outstanding Loans as Agent determines is necessary
to cause each Existing Lender and each New Lender to hold Loans in each
outstanding Borrowing in a principal amount equal to such Existing Lender's and
such New Lender's Proportionate Share of such outstanding Borrowings.

        3. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of the
conditions set forth in Paragraph 6 below, the Credit Agreement is hereby
amended as follows:

                  (a) The introductory paragraph is amended by changing clause
                      (5) thereof to read in its entirety as follows:

                  (5) Bank of America, N.A. and Citicorp USA, Inc., as managing
           agents (collectively, in such capacity, the "Managing Agents").

                  (b) Paragraph 1.01 is amended by adding thereto, in the
                      appropriate alphabetical order, definitions of the terms
                      "First Amendment Effective Date" and "Net Proceeds" to
                      read in their entirety as follows:

                  "First Amendment Effective Date" shall mean April 3, 2001.

                  "Net Proceeds" shall mean, with respect to any issuance and
           sale of securities by any Person, (a) the aggregate cash proceeds
           received by such Person from such sale less (b) the sum of (i) the
           actual amount of the reasonable fees and commissions payable to
           Persons other than such Person making the sale or any Affiliate of
           such Person and (ii) the reasonable legal expenses and other costs
           and expenses directly related to such sale that are to be paid by
           such Person.




                                       2


<PAGE>   3

                  (c) Paragraph 1.01 is further amended by changing the
                      definition of the term "Contingent Obligation" set forth
                      therein to read in its entirety as follows:

                      "Contingent Obligation" shall mean, with respect to any
               Person, (a) any Guaranty Obligation of that Person; and (b) any
               direct or indirect obligation or liability, contingent or
               otherwise, of that Person (i) in respect of any Surety Instrument
               issued for the account of that Person or as to which that Person
               is otherwise liable for reimbursement of drawings or payments or
               (ii) in respect to any Rate Contract that is not entered into in
               connection with a bona fide hedging operation that provides
               offsetting benefits to such Person. The amount of any Contingent
               Obligation shall (subject, in the case of Guaranty Obligations,
               to the last sentence of the definition of "Guaranty Obligation")
               be deemed equal to the maximum reasonably anticipated liability
               in respect thereof (subject to reduction as the underlying
               liability so guaranteed is reduced from time to time), and shall,
               with respect to item (b)(ii) of this definition be marked to
               market on a current basis.

                  (d) Paragraph 1.01 is further amended by changing the word
                      "and" in the third line of the definition of the term
                      "Credit Event" to the word "or".

                  (e) Paragraph 1.01 is further amended by changing the
                      definition of the term "EBITDA" set forth therein to read
                      in its entirety as follows:

                  "EBITDA" shall mean, with respect to FIL for any four quarter
           period, the sum, determined on a consolidated basis in accordance
           with GAAP, of the following:

                      (a) The net income or net loss of FIL and its Subsidiaries
                  for such period before provision for income taxes;

                      plus

                      (b) The sum (to the extent deducted in calculating net
                  income or loss in clause (a) above) of (i) all Interest
                  Expenses of FIL and its Subsidiaries accruing during such
                  period, (ii) all depreciation and amortization expenses of FIL
                  and its Subsidiaries accruing during such period and (iii)
                  other noncash charges for such period;

                      plus

                      (c) An amount, not to exceed $50,000,000 in any
                  consecutive four fiscal quarters, equal to the sum of all cash
                  charges associated with merger-related expenses and
                  restructuring costs accruing in such period (in each case
                  calculated in accordance with GAAP) incurred by FIL and/or its
                  Subsidiaries in connection with any merger, acquisition or
                  restructuring



                                       3

<PAGE>   4

                  entered into by FIL and/or any of its Subsidiaries which
                  are otherwise permitted under this Agreement and the FIUI
                  Credit Agreement.

                  (f) Paragraph 1.01 is further amended by changing the
                      definition of the term "Existing Secured Indebtedness" set
                      forth therein to read in its entirety as follows:

                  "Existing Secured Indebtedness" shall mean the secured
           Indebtedness existing on the First Amendment Effective Date specified
           on Schedule 5.02(a).

                  (g) Paragraph 1.01 is further amended by changing the
                      definition of the term "Facility A Maturity Date" set
                      forth therein to read in its entirety as follows:

                  "Facility A Maturity Date" shall mean April 3, 2004.

                  (h) Paragraph 1.01 is further amended by changing the
                      definition of the term "FIUI Credit Agreement" set forth
                      therein to read in its entirety as follows:

                      "FIUI Credit Agreement" shall mean the Credit Agreement
               dated the date hereof among FIUI, FHUI, each of the financial
               institutions from time to time party thereto, ABN AMRO Bank N.V.,
               as agent, and Fleet National Bank, as documentation agent, Bank
               of America, N.A. and Citicorp USA, Inc., as managing agents, and
               The Bank of Nova Scotia, as co-agent, as amended or restated from
               time to time.

                  (i) Paragraph 1.01 is further amended by changing the
                      definition of the term "Facility B Loan Maturity Date" set
                      forth therein to read in its entirety as follows:

                      "Facility B Revolving Loan Maturity Date" shall have the
               meaning given to that term in Subparagraph 2.01(b)(iii).

                  (j) Paragraph 1.01 is further amended by changing the
                      definition of the term "Guarantor" set forth therein to
                      read in its entirety as follows:

                      "Guarantor" shall mean each of the Eligible Material
               Subsidiaries and other Subsidiaries that has executed the
               Guaranty or otherwise become a party thereto.

                  (k) Paragraph 1.01 is further amended by changing the
                      definition of the term "Guaranty Obligation" set forth
                      therein to read in its entirety as follows:

                      "Guaranty Obligation" shall mean, with respect to any
               Person, subject to the last sentence of this definition, any
               direct or indirect liability of that Person



                                       4

<PAGE>   5

               with respect to any indebtedness, lease, dividend, letter
               of credit or other obligation (other than endorsements of
               instruments for collection or deposits in the ordinary course of
               business) in each case to the extent constituting Indebtedness
               (the "primary obligations") of another Person (the "primary
               obligor"), including any obligation of that Person, whether or
               not contingent, (a) to purchase, repurchase or otherwise acquire
               such primary obligations or any property constituting direct or
               indirect security therefor, or (b) to advance or provide funds
               (i) for the payment or discharge of any such primary obligation,
               or (ii) to maintain working capital or equity capital of the
               primary obligor or otherwise to maintain the net worth or
               solvency or any balance sheet item, level of income or financial
               condition of the primary obligor, or (c) to purchase property,
               securities or services primarily for the purpose of assuring the
               owner of any such primary obligation of the ability of the
               primary obligor to make payment of such primary obligation, or
               (d) otherwise to assure or hold harmless the holder of any such
               primary obligation against loss in respect thereof. The amount of
               any Guaranty Obligation shall be deemed equal to the stated or
               determinable amount of the primary obligation in respect of which
               such Guaranty Obligation is made or, if not stated or if
               indeterminable, the maximum reasonably anticipated liability in
               respect thereof (subject to reduction as the underlying liability
               so guaranteed is reduced from time to time); provided, however,
               that with respect to any Guaranty Obligation by FIL or any of its
               Subsidiaries in respect of a primary obligation of FIL or any of
               its Subsidiaries, the maximum reasonably anticipated liability in
               respect thereof shall be deemed to be limited to an amount that
               actually becomes past due from time to time with respect to such
               primary obligation.

                  (l) Paragraph 1.01 is further amended by changing the
                      definition of the term "Indebtedness" set forth therein to
                      read in its entirety as follows:

                  "Indebtedness" of any Person shall mean, without duplication,
               the following (each, unless otherwise noted, calculated in
               accordance with GAAP):

                  (a) All obligations of such Person evidenced by notes, bonds,
               debentures or other similar instruments and all other obligations
               of such Person for borrowed money (including obligations to
               repurchase receivables and other assets sold with recourse);

                  (b) All obligations of such Person for the deferred purchase
               price of property or services (including obligations under
               letters of credit and other credit facilities which secure or
               finance such purchase price, and the capitalized amount reported
               for income tax purposes with respect to obligations under
               "synthetic" leases, but excluding accounts payable for inventory
               or services or the deferred purchase price of inventory to the
               extent not past due);

                  (c) All obligations of such Person under conditional sale or
               other title retention agreements with respect to property (other
               than inventory) acquired by such Person (to the extent of the
               value of such property if the rights and remedies


                                       5

<PAGE>   6

               of the seller or lender under such agreement in the event of
               default are limited solely to repossession or sale of such
               property);

                  (d) All obligations of such Person as lessee under or with
               respect to Capital Leases;

                  (e) All Guaranty Obligations of such Person with respect to
               the Indebtedness of any other Person, and all other Contingent
               Obligations of such Person; and

                  (f) All obligations of other Persons of the types described in
               clauses (a) - (e) above to the extent secured by (or for which
               any holder of such obligations has an existing right, contingent
               or otherwise, to be secured by) any Lien in any property
               (including accounts and contract rights) of such Person, even
               though such Person has not assumed or become liable for the
               payment of such obligations.

                  (m) Paragraph 1.01 is further amended by changing the
                      reference to "clause (h)" set forth in the definition of
                      "Investment" to "clause (f)".

                  (n) Paragraph 1.01 is further amended by changing the
                      definition of the term "Material Subsidiaries" set forth
                      therein by (i) deleting the "or" appearing between the
                      word "hereof;" and the "(ii)" in the seventh line thereof
                      and replacing it with a ";"; (ii) adding the phrase "of
                      FIL" immediately after the phrase "with respect to any
                      Subsidiary" appearing at the beginning of clause ------
                      (ii) thereof; (iii) deleting the " ." appearing at the end
                      of the last line thereof and replacing it with a "; and";
                      and (iv) adding a new clause (iii) at ------------ the end
                      thereof to read in its entirety as follows:

               (iii) each of (A) FLX Cyprus Limited, a Cyprus corporation, and
               Flextronics Kft, a Hungarian corporation.

                  (o) Paragraph 1.01 is further amended by changing the
                      definition of the term "Security Documents" set forth
                      therein to read in its entirety as follows:

                  "Security Documents" shall mean and include (i) the
               Guaranty, (ii) at all times prior to the First Amendment
               Effective Date, the Pledge Agreements and (iii) all other
               instruments, agreements, certificates, opinions and documents
               (including Uniform Commercial Code financing statements)
               delivered to Agent or any Lender in connection with any
               Collateral or to secure the Obligations.

                  (p) Subparagraphs 2.01(a), 2.03(b), 2.06(b) and 2.11(b) and
                      Paragraph 8.04 are amended by changing the references to
                      "Facility A



<PAGE>   7
                      Revolving Loan Maturity Date" set forth
                      therein to "Facility A Maturity Date".

                  (q) Subparagraph 2.01(a) is further amended by deleting the
                      word "the" immediately prior to the words "such Lender's
                      Facility A Revolving Loans" appearing in the proviso
                      thereof.

                  (r) Subparagraph 2.01(b) is amended by adding a new clause
                      (iii) at the end thereof to read in its entirety as
                      follows:

                  (iii) Facility B Revolving Loan Maturity Date. As used
               herein and in the other Credit Documents, the term "Facility B
               Revolving Loan Maturity Date" shall mean (A) at all times prior
               to the First Amendment Effective Date, April 3, 2001; and (B) at
               all times on and after the First Amendment Effective Date, April
               2, 2002.

                  (s) Subparagraphs 2.01(c) and 2.02(b) are amended by changing
                      the references to "each Term Loan Borrowing" set forth
                      therein to "the Term Loan Borrowing".

                  (t) Subparagraphs 2.05(c) and 2.05(d) are amended to read in
                      their entirety as follows:

                  (c) Reduction or Cancellation of Commitments.

                      (i) Mandatory Reduction of Agent Lenders' Commitments.
                  Borrowers hereby acknowledge and agree that each of (A) ABN
                  AMRO Bank N.V. ("ABN"), (B) Bank of America, N.A. ("BofA") and
                  (C) Citicorp USA, Inc. ("Citicorp", and together with ABN and
                  BofA, the "Agent Lenders") has agreed to temporarily provide
                  Facility A Commitments and Facility B Commitments in excess of
                  their original committed amounts such that the Total Facility
                  A Commitment and Total Facility B Commitment as of the First
                  Amendment Effective Date each total Seventy Five Million
                  Dollars ($75,000,000). Borrowers further acknowledge and agree
                  that it is the intent of each Agent Lender to reduce its
                  respective Facility A Commitment and Facility B Commitment
                  from such higher amounts through one or more assignments
                  involving each Agent Lender as Assignor Lenders in accordance
                  with Paragraph 8.05 (with each Agent Lender assigning their
                  respective Commitments on a pro rata basis) such that the
                  final Facility A Commitments and Facility B Commitments of
                  each such Agent Lender shall be as follows:

                           Facility A Commitment           Facility B Commitment
                           ---------------------           ---------------------
                  ABN           $9,375,000                      $9,375,000
                  BofA          $8,250,000                      $8,250,000
                  Citicorp      $8,250,000                      $8,250,000

                  If, on or prior to May 2, 2001, the Agent Lenders' respective
                  Facility A Commitments and Facility B Commitments have not
                  been reduced to such amounts, Borrowers hereby acknowledge and
                  agree that on and as of such


                                       7

<PAGE>   8
                  date (1) the Total Facility A Commitment shall be immediately
                  and permanently reduced to $67,500,000 plus the amount (if
                  any) assigned by the Agent Lenders on or prior to such date,
                  and (2) the Total Facility B Commitment shall be immediately
                  and permanently reduced to $67,500,000 plus the amount (if
                  any) assigned by the Agent Lenders on or prior to such date,
                  and (2) the Total Facility B Commitment shall be immediately
                  and permanently reduced to $67,500,000 plus the amount (if
                  any) assigned by the Agent Lenders on or prior to such date,
                  such that the final Facility A Commitments and Facility B
                  Commitments of each Agent Lender shall be in the amounts as
                  set forth above. To effectuate the foregoing, the parties
                  hereto acknowledge and agree that on such date Agent shall
                  calculate the revised Proportionate Share of each Lender after
                  giving effect to the reduction of the Commitment, and based
                  upon such calculation, the Lenders shall purchase from the
                  Agent Lenders such shares in the outstanding Loans as Agent
                  determines is necessary to cause each Lender to hold Loans in
                  each outstanding Borrowing in a principal amount equal to such
                  Lender's revised Proportionate Share of such outstanding
                  Borrowings.

                      (ii) Voluntary Reductions of the Commitments. Upon four
                  (4) Business Days prior written notice to Agent, Borrowers may
                  permanently reduce the Total Facility A Commitment and/or the
                  Total Facility B Commitment by the Dollar Equivalent amount of
                  (x) at all times prior to May 2, 2001, Two Million Five
                  Hundred Thousand Dollars ($2,500,000) or integral multiples in
                  excess thereof, and (y) at all times thereafter, Five Million
                  Dollars ($5,000,000) or integral multiples in excess thereof,
                  or cancel the Total Facility A Commitment and/or the Total
                  Facility B Commitment in its entirety; provided, however,
                  that:

                            (A) Borrowers may not reduce the Total Facility A
                         Commitment prior to the Facility A Maturity Date, if,
                         after giving effect to such reduction, the Dollar
                         Equivalent of the aggregate principal amount of all
                         Facility A Revolving Loans then outstanding would
                         exceed the Total Facility A Commitment;

                            (B) Borrowers may not reduce the Total Facility B
                         Commitment prior to the Facility B Revolving Loan
                         Maturity Date if, after giving effect to such
                         reduction, the Dollar Equivalent of the aggregate
                         principal amount of all Facility B Revolving Loans then
                         outstanding would exceed the Total Facility B
                         Commitment;

                            (C) Borrowers may not cancel the Total Facility A
                         Commitment prior to the Facility A Maturity Date, if,
                         after giving effect to such cancellation, any Facility
                         A Revolving Loan would then remain outstanding; and

                            (D) Borrowers may not cancel the Total Facility B
                         Commitment prior to the Facility B Revolving Loan
                         Maturity Date, if, after giving effect to such
                         cancellation, any Facility B Revolving Loan would then
                         remain outstanding.

                  Unless sooner terminated pursuant to this Agreement, the
                  Facility A Commitments shall terminate on the Facility A
                  Maturity Date and the Facility B Commitments shall terminate
                  on the Facility B Revolving Loan Maturity Date.




                                       8

<PAGE>   9

                      (d) Effect of Commitment Reductions. From the effective
                  date of any reduction of the Total Facility A Commitment or
                  the Total Facility B Commitment, the Commitment Fees payable
                  pursuant to Subparagraph 2.06(b) shall be computed on the
                  basis of the Total Facility A Commitment and/or the Total
                  Facility B Commitment as so reduced. Once reduced or
                  cancelled, the Total Facility A Commitment or the Total
                  Facility B Commitment may not be increased or reinstated
                  without the prior written consent of all Facility A Lenders or
                  Facility B Lenders, as applicable. Any reduction of the Total
                  Facility A Commitment pursuant to clause (i) of Subparagraph
                  2.05(c) shall be applied ratably among the Agent Lenders, and
                  any reduction of the Total Facility A Commitment pursuant to
                  clause (i) of Subparagraph 2.05(c) shall be applied ratably to
                  reduce each Facility A Lender's Facility A Commitment in
                  accordance with clause (ii) of Subparagraph 2.11(a). Any
                  reduction of the Total Facility B Commitment pursuant to
                  clause (i) of Subparagraph 2.05(c) shall be applied ratably
                  among the Agent Lenders, and any reduction of the Total
                  Facility B Commitment pursuant to clause (i) of Subparagraph
                  2.05(c) shall be applied to reduce each Facility B Lender's
                  Facility B Commitment in accordance with clause (ii) of
                  Subparagraph 2.11(a).

                      (u) Clauses (a), (b) and (c) of Subparagraph 2.15 are
                  amended to read in their entirety as follows:

                      (a) Guaranties, Etc. The Obligations shall be secured by
                  the following:

                             (i) A Guaranty in the form of Exhibit D (the
                      "Guaranty"), duly executed by all Eligible Material
                      Subsidiaries and other Subsidiaries of FIL that have
                      executed the Guaranty or otherwise become a party thereto
                      , with such changes thereto as may be appropriate based on
                      the law of the applicable jurisdictions; and

                             (ii) Subject to the last paragraph of this
                      Subparagraph 2.15(a), Pledge Agreement or Pledge
                      Agreements, each in the form of Exhibit E (individually a
                      "Pledge Agreement"), duly executed by FIL and any
                      Subsidiary that directly owns the stock of any Ineligible
                      Material Subsidiaries, together with the Guaranty executed
                      by any such Subsidiary, with such changes thereto as may
                      be appropriate based on the law of the applicable
                      jurisdictions;

                      provided, however, that (1) in lieu of providing a pledge
                      of stock of Flextronics Industrial (Shenzhen) Co. Ltd. by
                      Flextronics Singapore Pte Ltd., FIL shall provide a pledge
                      of the stock of Flextronics Singapore Pte Ltd. and
                      Flextronics Singapore Pte Ltd. shall execute the Guaranty,
                      (2) in lieu of providing a pledge of the stock of
                      Flextronics International Sweden AB by F.L. Tronics
                      Holdings AB and a pledge of the stock of Flextronics
                      International Finland Oy by Flextronics Holding Finland
                      OY, Flextronics Holdings UK Limited shall execute the
                      Guaranty and pledge of the stock of F.L. Tronics Holdings
                      AB and (3) in lieu of providing a pledge of the

                                       9



<PAGE>   10

                      stock of Flextronics International Kft, FIL shall pledge
                      the stock of Flextronics International GmbH; (4) with
                      respect to Flextronics Singapore Pte Ltd., on or prior to
                      the date such Subsidiary is dissolved and the stock of
                      Flextronics International (Shenzhen) Co. Ltd. is
                      thereafter held by Flextronics International Singapore Pte
                      Ltd., FIL shall promptly provide a pledge of the stock of
                      Flextronics International Singapore Pte Ltd. and
                      Flextronics International Singapore Pte Ltd. shall
                      promptly execute the Guaranty which shall replace the
                      guaranty of Flextronics Singapore Pte Ltd.; (5) if FIL
                      does not dissolve Flextronics International Fremont, Inc.
                      on or before May 31, 2000, Flextronics International
                      Fremont, Inc. shall also promptly execute the Guaranty;
                      and (6) on or prior to April 14, 2000, Dovatron Malaysia
                      Sdn. Bhd. shall execute the Guaranty, in connection with
                      the DII Acquisition.

                      Notwithstanding the foregoing, Lenders and Agent agree
                      that upon and as of the First Amendment Effective Date,
                      Agent shall terminate each of the following Pledge
                      Agreements and release the collateral pledged to Agent for
                      the benefit of Agent and Lenders thereunder: (A) that
                      certain Pledge Agreement, dated as of April 3, 2000, by
                      and between FIL and Agent with respect to securities of
                      Flextronics International GmbH (Austria); (B) that certain
                      Pledge Agreement, dated as of April 3, 2000, by and
                      between FIL and Agent with respect to securities of
                      Flextronics Singapore Pte. Ltd; and (C) that certain
                      Pledge Agreement, dated as of April 3, 2000, by and
                      between Flextronics Holdings UK Limited and Agent with
                      respect to securities of F.L. Tronics Holdings AB
                      (Sweden). In connection with the foregoing, Agent on
                      behalf of the Lenders shall duly execute and deliver to
                      FIL a Termination and Release Agreement (substantially in
                      the form set forth in Exhibit A to that certain First
                      Amendment to Credit Agreement dated as of the First
                      Amendment Effective Date) in favor of the pledgor with
                      respect to each such Pledge Agreement. Thereafter, upon
                      request by any pledgor or Borrowers, Agent shall, without
                      further consideration other than reimbursement for any
                      costs and expenses, execute, deliver and acknowledge all
                      such further documents, agreements, certificates and
                      instruments and do such further acts as any pledgor or
                      Borrowers may reasonably request to more effectively
                      evidence or effectuate the transactions contemplated by
                      this provision, including, but not limited to, the release
                      and discharge of all security interests and all other
                      rights and interests that Agent, on behalf of itself and
                      Lenders, may have had in such pledged Collateral.

                      (b)   Changes in Material Subsidiaries.

                            (i) If, at any time after the date of this
                      Agreement, any Subsidiary of FIL that is not a Guarantor
                      under the Guaranty shall become an Eligible Material
                      Subsidiary, FIL promptly shall deliver, or cause to be
                      delivered, to Agent, within sixty (60) days of any such
                      event, (A) a


                                       10

<PAGE>   11

                      Subsidiary Joinder in the form of Attachment
                      1 to the Guaranty, appropriately completed and duly
                      executed by such Subsidiary, and (B) such other
                      instruments, agreements, certificates, opinions and
                      documents as Agent may reasonably request to secure,
                      maintain, protect and evidence the obligations of such
                      Subsidiary under the Guaranty.

                             (ii) If, at any time after the date of this
                      Agreement, any Subsidiary of FIL that is a Guarantor under
                      the Guaranty shall cease to be, or shall not have become,
                      an Eligible Material Subsidiary, Agent shall if requested
                      by FIL release such Subsidiary from its obligations under
                      the Guaranty.

                      (c) Further Assurances. Borrowers shall deliver, and shall
               cause their Guarantors and their Subsidiaries to deliver, to
               Agent such other guaranties, guaranty supplements and other
               instruments, agreements, certificates, opinions and documents as
               Agent may reasonably request to implement the provisions of
               Subparagraph 2.15(a) and otherwise to establish, maintain,
               protect and evidence the rights provided to Agent, for the
               benefit of Agents and Lenders, pursuant to the Security
               Documents. Borrowers shall fully cooperate with Agent and Lenders
               and perform all additional acts reasonably requested by Agent or
               any Lender to effect the purposes of this Paragraph 2.15. Without
               limiting the generality of the foregoing, FIL covenants and
               agrees that it will ensure that the aggregate revenues of the
               Subsidiaries that have executed and delivered the Guaranty
               pursuant to this Agreement and the FIUI Credit Agreement for each
               year will equal or exceed 53% of the consolidated total revenues
               of FIL and all of its Subsidiaries as reflected for such year in
               FIL's annual audited Financial Statements.

               (v) Subparagraph 4.01(i) is hereby amended by deleting the word
           "Borrower" immediately after the word "FIL" in the second sentence
           thereof.

               (w) Clauses (iii) and(iv) of Subparagraph 5.02(a) are amended to
           read in their entirety as follows:

                      (iii) Existing Secured Indebtedness, together with initial
               or successive refinancings thereof, provided that (A) the
               principal amount of any such refinancing does not exceed the
               principal amount of the Indebtedness being refinanced (except to
               the extent necessary to pay fees, expenses, underwriting
               discounts and prepayment penalties in connection therewith) and
               (B) the other terms and provisions of any such refinancing with
               respect to maturity, redemption, prepayment, default and
               subordination are no less favorable in any material respect to
               Lenders than the Indebtedness being refinanced;

                      (iv) Indebtedness of any Borrower or Guarantor to any
               other Borrower or any Eligible Material Subsidiary or
               Indebtedness of any Eligible Material Subsidiary to any Borrower,
               any other Eligible Material Subsidiary or any Guarantor, in each
               case to the extent otherwise permitted pursuant to Subparagraph
               5.02(e) and Subparagraph 5.02(i); and

               (x) Clause (i) of Subparagraph 5.02(b) is amended to read in its
           entirety as follows:



                                       11

<PAGE>   12

                      (i) Liens that secure only Indebtedness which constitutes
               Permitted Indebtedness under clause (ii), (iii), (iv) or (v) of
               Subparagraph 5.02(a);

               (y) Clause (ii) of Subparagraph 5.02(b) is amended to read in its
           entirety as follows:

                      (ii) Liens in favor of any of the Borrowers, any Eligible
               Material Subsidiary or any Guarantor on all or part of the assets
               of Subsidiaries of any Borrower, any Eligible Material Subsidiary
               or any Guarantor securing Indebtedness owing by Subsidiaries of
               any of the Borrowers, any Eligible Material Subsidiary or any
               Guarantor, as the case may be, to any of the Borrowers or such
               other Eligible Material Subsidiary or Guarantor;

               (z) Clause (vi) of Subparagraph 5.02(b) is amended to read in its
           entirety as follows:

                      (vi) encumbrances on real property consisting of
               easements, rights of way, zoning restrictions, restrictions on
               the use of real property and defects and irregularities in the
               title thereto, landlord's or lessor's or lessee's Liens under
               leases to which a Borrower or a Subsidiary is a party, and other
               minor Liens or encumbrances none of which interferes materially
               with the use of the property, in each case which do not
               individually or in the aggregate have a Material Adverse Effect;

               (aa) Clause (xi) of Subparagraph 5.02(b) is amended by adding the
           phrase "or by" immediately after the phrase "rights of third parties
           in equipment or inventory consigned to" appearing in the first line
           thereof.

               (bb) Subparagraph 5.02(c) is amended to read in its entirety as
           follows:

                   (c) Asset Dispositions. None of the Borrowers or any of their
               Subsidiaries shall sell, lease, transfer or otherwise dispose of
               any of their assets or property, whether now owned or hereafter
               acquired, except for (i) assets or property sold, leased,
               transferred or otherwise disposed of in the ordinary course of
               business for fair market value; (ii) sales of accounts receivable
               in securitization or financing transactions, provided that the
               aggregate principal amount of any accounts receivable sold in any
               fiscal quarter of FIL shall not exceed thirty percent (30%) of
               the aggregate principal amount of accounts receivable originated
               by FIL and its Subsidiaries during such fiscal quarter; (iii)
               sales of duplicative or excess assets existing as a result of
               transactions otherwise permitted pursuant to Subparagraph
               5.02(d), provided that the aggregate principal amount of any such
               duplicative assets sold in any fiscal year does not exceed five
               percent (5%) of all fixed assets of FIL and its Subsidiaries net
               of depreciation held by FIL and its Subsidiaries as of the end of
               the immediately preceding fiscal quarter; (iv) sales or transfers
               of assets or property to any Borrower or Material Subsidiary for
               a purchase price that is not less than fair market value;
               provided, however, that the foregoing exception shall not permit
               any sale, lease, transfer or other disposition


                                       12


<PAGE>   13

               of any Collateral or of any other Equity Securities issued
               by any Subsidiary of FIL and owned by FIL or any of its other
               Subsidiaries, except for Liens in favor of Agent securing the
               Obligations or pursuant to the FIUI Credit Documents; (v) assets
               sold and leasedback by FIL or its Subsidiaries in the ordinary
               course of business; and (vi) dispositions of Investments
               permitted under Subparagraph 5.02(e) for a purchase price that is
               not less than fair market value of the Investments being sold.

               (cc) Clause (ii) of Subparagraph 5.02(e) is amended to read in
           its entirety as follows:

                      (ii) Investments listed in Schedule 5.02(e) existing or
               committed on the First Amendment Effective Date;

               (dd) Clause (iv) of Subparagraph 5.02(e) is amended to read in
           its entirety as follows:

                      (iv) Investments by Borrowers and the Material
               Subsidiaries and the Guarantors directly or indirectly in each
               other;

               (ee) Clause (x) of Subparagraph 5.02(e) is amended to read in its
           entirety as follows:

                      (x) Other Investments, provided that:

                             (A) No Default has occurred and is continuing on
                      the date of, or will result after giving effect to, any
                      such Investment; and

                             (B) The aggregate consideration paid by Borrowers
                      and their Subsidiaries for all such Investments in any
                      fiscal year (without duplication) does not exceed the sum
                      of (1) ten percent (10%) of the total assets of FIL and
                      its Subsidiaries at the end of the immediately preceding
                      fiscal quarter, plus (2) seventy-five percent (75%) of the
                      Net Proceeds received from the issuance by FIL of any
                      Equity Securities of the type described in clause (a) of
                      the definition of "Equity Securities" during calendar year
                      2001 or thereafter.

                  (ff) Clauses (ii) of Subparagraph 5.02(f) is amended to read
           in its entirety as follows:

                      (ii) Any Subsidiary of any of the Borrowers may pay
                  dividends to or repurchase its capital stock from such
                  Subsidiary's parent; and

                  (gg) Subparagraph 5.02(i) is amended to read in its entirety
           as follows:

                  Transactions With Affiliates. None of the Borrowers or any of
           their Subsidiaries shall enter into any Contractual Obligation with
           any Affiliate (other than one of the Borrowers or one of its
           Subsidiaries) or engage in any other



                                       13


<PAGE>   14

           transaction with any such Affiliate except (A) upon terms at least as
           favorable to such Borrower or such Subsidiary as an arms-length
           transaction with unaffiliated Persons, except as disclosed or
           reflected in the Financial Statements of FIL dated December 31, 1999,
           furnished by FIL to Agent prior to the date hereof, or in the
           Financial Statements delivered to Agent pursuant to clause (i) or
           (ii) of Subparagraph 5.01(a), or (B) in connection with transactions
           made pursuant to Subparagraphs 5.02(d) or 5.02(e).

                  (hh) Subparagraph 5.02(l) is amended to read in its entirety
           as follows:

                       Senior Debt. None of the Borrowers or any of their
           Subsidiaries will designate or permit to exist any other Indebtedness
           as "Designated Senior Debt" for the purposes of and as defined in of
           the Subordinated Indenture, other than the Obligations arising under
           this Agreement and the other Credit Documents and obligations arising
           under facilities providing or guaranteeing at least Seventy Five
           Million Dollars ($75,000,000) in the aggregate of loans or other debt
           or synthetic lease financings.

           (ii) Subparagraph 8.06(a) is amended by changing the phrase "with the
        prior consent of Agent" set forth in the second line thereof to "with
        prior notice to Agent".

           (jj) Schedule I is amended to read in its entirety as set forth on
        Attachment 1 hereto.

           (kk) Schedule 5.02(a) is amended to read in its entirety as set forth
        on Attachment 2 hereto.

           (ll) Schedule 5.02(e) is amended to read in its entirety as set forth
        on Attachment 3 hereto.

        4. GLOBAL AMENDMENTS TO CREDIT DOCUMENTS. In addition to the amendments
to the Credit Agreement set forth in Paragraph 3 above and subject to the
satisfaction of the conditions set forth in Paragraph 6 below, (a) all
references in the Credit Documents (including the Credit Agreement) to "The DII
Group, Inc." are hereby amended and changed to "Flextronics Holdings USA, Inc.
(formerly known as The DII Group, Inc.)"; and (b) all references in the Credit
Documents (including the Credit Agreement) to "DII" are hereby amended and
changed to "FHUI"; provided, however, that references to the term "DII
Acquisition" shall continue to refer to the term "DII Acquisition" (as such term
is being amended pursuant to this Paragraph 4).

        5. REPRESENTATIONS AND WARRANTIES. FIL hereby represents and warrants to
Agent and Lenders that the following are true and correct on the date of this
Amendment and that, after giving effect to the amendments set forth in
Paragraphs 3 and 4 above, the following will be true and correct on the
Effective Date (as defined below):

                  (a) The representations and warranties of FIL set forth in
                      Paragraph 4.01 of the Credit Agreement and in the other
                      Credit Documents are true and correct in all material
                      respects as if made on the



                                       14

<PAGE>   15


                      Effective Date (except for representations and warranties
                      expressly made as of a specified date, which are true and
                      correct as of such date);

                  (b) No Default has occurred and is continuing; and

                  (c) Each of the Credit Documents is in full force and effect.

(Without limiting the scope of the term "Credit Documents," FIL expressly
acknowledges in making the representations and warranties set forth in this
Paragraph 5 that, on and after the date hereof, such term includes this
Amendment.)

        6. EFFECTIVE DATE. The addition of the New Lenders as parties to the
Credit Agreement effected by Paragraph 2 above, and the amendments to the Credit
Agreement effected by Paragraphs 3 and 4 above, shall become effective on April
3, 2001 (the "Effective Date"), subject to receipt by Agent and Lenders on or
prior to the Effective Date of the following, each in form and substance
satisfactory to Agent, Lenders and their respective counsel:

                  (a) This Amendment duly executed by FIL, each Lender and
                      Agent;

                  (b) The Second Amendment to Credit Agreement, dated as of the
                      date hereof, between Flextronics International USA, Inc.,
                      Flextronics Holding International Inc. (formerly known as
                      The DII Group, Inc.), each "Existing Lender" (as defined
                      therein) party thereto, each "New Lender" (as defined
                      therein) party thereto and Agent, amending in certain
                      respects the FIUI Credit Agreement;

                  (c) A letter in the form of Exhibit B hereto, dated the
                      Effective Date and duly executed by each of the
                      Guarantors;

           (d) A Subsidiary Joinder, in the form attached as Attachment 1 to the
        Guaranty, duly executed by each of the following Eligible Material
        Subsidiaries, pursuant to which each such Eligible Material Subsidiary
        shall become a Guarantor under the Guaranty and shall be bound by all of
        the provisions of the Guaranty to the same extent as if such Person had
        executed the Guaranty on the Closing Date (collectively, the "New
        Guarantors"): (i) Flextronics International Marketing (L) Ltd., a Labuan
        corporation, (ii) JIT Holdings Limited, a Singapore corporation; (iii)
        Flextronics Distribution Inc., a California corporation; (iv) Multilayer
        Technology, Inc., a California corporation; and (iv) Flextronics
        Enclosures, Inc., a Delaware corporation;

           (e) A Certificate of the Secretary of FIL and each domestic (U.S.)
        Guarantor which is currently a Guarantor under the Guaranty, dated the
        Effective Date, certifying that (i) the Certificate of Incorporation and
        Bylaws of FIL or such Subsidiary, in the form delivered to Agent on the
        Closing Date, are in full force and effect and have not been amended,
        supplemented, revoked or repealed since such date (or, if such
        Certificates of Incorporation and/or Bylaws have been amended,
        supplemented, revoked or repealed since such date, a true and correct
        copy of each such new and currently effective

                                       15

<PAGE>   16

        Certificates of Incorporation and/or Bylaws), (ii) with respect to the
        Certificate of the Secretary of FIL, that attached thereto are true and
        correct copies of resolutions duly adopted by the Board of Directors of
        FIL and continuing in effect, which (A) authorize the execution,
        delivery and performance by FIL of this Amendment and the consummation
        of the transactions contemplated hereby and (B) designate the officers
        authorized to so execute, deliver and perform on behalf of FIL, (iii)
        with respect to the Certificate of the Secretary of each Guarantor, that
        the resolutions (authorizing the execution, delivery and performance by
        such Person of the Guaranty) delivered to Agent on the Closing Date
        continue in effect and have not been amended, supplemented, revoked or
        repealed since the Closing Date; and (iv) that there are no proceedings
        for the dissolution or liquidation of FIL or such Guarantor;

           (f) With respect to each New Guarantor, the Certificate of
        Incorporation (or comparable certificate) of such Subsidiary, certified
        as of a recent date prior to the Effective Date by the Secretary of
        State (or comparable public official) of its jurisdiction of
        incorporation (or, if any such Subsidiary is organized under the laws of
        any jurisdiction outside the United States, such other evidence as Agent
        may request to establish that such Person is duly organized and existing
        under the laws of such jurisdiction), together with an English
        translation thereof (if appropriate);

           (g) With respect to each New Guarantor, to the extent such
        jurisdiction has the legal concept of a corporation being in good
        standing and a Governmental Authority in such jurisdiction issues any
        evidence of such good standing, a Certificate of Good Standing (or
        comparable certificate) for such Subsidiary, certified as of a recent
        date prior to the Effective Date by the Secretary of State (or
        comparable public official) of its jurisdiction of incorporation (or, if
        any such Person is organized under the laws of any jurisdiction outside
        the United States, such other evidence as Agent may request to establish
        that such Person is duly qualified to do business and in good standing
        under the laws of such jurisdiction), together with an English
        translation thereof (if appropriate);

           (h) With respect to each New Guarantor, a certificate of the
        Secretary or an Assistant Secretary (or comparable officer) of such
        Subsidiary, dated the Effective Date, certifying (a) that attached
        thereto is a true and correct copy of the Bylaws of such Subsidiary as
        in effect on the Effective Date (or, if any such Subsidiary is organized
        under the laws of any jurisdiction outside the United States, any
        comparable document provided for in the respective corporate laws of
        that jurisdiction); (b) that attached thereto are true and correct
        copies of resolutions duly adopted by the Board of Directors of such
        Subsidiary (or other comparable enabling action) and continuing in
        effect, which (i) authorize the execution, delivery and performance by
        such Person of the Subsidiary Joinder and the consummation of the
        transactions contemplated thereby and (ii) designate the officers,
        directors and attorneys authorized so to execute, deliver and perform on
        behalf of such Person; and (c) that there are no proceedings for the
        dissolution or liquidation of such Person, together with a certified
        English translation thereof (if appropriate);

           (i) With respect to each New Guarantor, a certificate of the
        Secretary or an Assistant Secretary (or comparable officer) of such
        Subsidiary, certifying the


                                       16
<PAGE>   17


        incumbency, signatures and authority of the officers, directors and
        attorneys of such Person authorized to execute, deliver the Subsidiary
        Joinder and perform its obligations under the Guaranty, together with a
        certified English translation thereof (if appropriate);

                  (j) A favorable written opinion of each of counsel to FIL, and
                      Fenwick & West (as counsel to the domestic (U.S.)
                      Guarantors), dated the Effective Date, addressed to Agent
                      for the benefit of Agent and Lenders, covering such legal
                      matters as Agent may reasonably request and otherwise in
                      form and substance satisfactory to Agent;

                  (k) A nonrefundable amendment fee to be paid to each Lender
                      equal to 0.15% of each Lender's Commitment on the
                      Effective Date;

                  (l) Payment of all fees and expenses payable to Agent on or
                      prior to the Effective Date (including all fees payable to
                      Agent pursuant to the arrangement fee letter agreement
                      dated as of April 2, 2001); and

                  (m) Such other evidence as Agent or any Lender may reasonably
                      request to establish the accuracy and completeness of the
                      representations and warranties and the compliance with the
                      terms and conditions contained in this Amendment and the
                      other Credit Documents.

        7. POST-EFFECTIVE DATE DELIVERIES. In addition to the foregoing, FIL
hereby covenants that no later than 15 days after the Effective Date, FIL shall
deliver or caused to be delivered to Agent and Lenders (in form and substance
satisfactory to Agent, Lenders and their respective counsel) (a) a Certificate
of the Secretary of each foreign (non-U.S.) Guarantor which has been a Guarantor
since the Closing Date, certifying that (i) the Certificate of Incorporation and
Bylaws of such Guarantor, in the form delivered to Agent on the Closing Date,
are in full force and effect and have not been amended, supplemented, revoked or
repealed since such date, (ii) that the resolutions (authorizing the execution,
delivery and performance by such Person of the Guaranty) delivered to Agent on
the Closing Date continue in effect and have not been amended, supplemented,
revoked or repealed since the Closing Date; and (iii) that there are no
proceedings for the dissolution or liquidation of such Subsidiary, together with
an English translation thereof (if appropriate); (b) as requested by each
Lender, new Revolving Loan Notes and Term Loan Notes, appropriately completed
and duly executed by FIL, each of which shall be (i) payable to the order of
such Lender, (ii) dated the Effective Date and (ii) otherwise appropriately
completed; and (c) the items (if any) set forth in Paragraph 5 above the
delivery of which has been temporarily waived by Agent with the consent of the
Lenders upon the request of FIL made to Agent immediately prior to the Effective
Date.

        8. EFFECT OF THIS AMENDMENT. On and after the Effective Date, each
reference in the Credit Agreement and the other Credit Documents to the Credit
Agreement shall mean the Credit Agreement as amended hereby. Except as
specifically amended above, (a) the Credit Agreement and the other Credit
Documents shall remain in full force and effect and are hereby ratified and
confirmed and (b) the execution, delivery and effectiveness of this Amendment
shall not, except


                                       17


<PAGE>   18

as expressly provided herein, operate as a waiver of any right, power,
or remedy of the Lenders or Agent, nor constitute a waiver of any provision of
the Credit Agreement or any other Credit Document.

        9. MISCELLANEOUS.

                  (a) Counterparts. This Amendment may be executed in any number
                      of identical counterparts, any set of which signed by all
                      the parties hereto shall be deemed to constitute a
                      complete, executed original for all purposes.

                  (b) Headings. Headings in this Amendment are for convenience
                      of reference only and are not part of the substance
                      hereof.

                  (c) Governing Law. This Amendment shall be governed by and
                      construed in accordance with the laws of the State of
                      California without reference to conflicts of law rules.



                            [Signature Pages Follow]










                                       18


<PAGE>   19

        IN WITNESS WHEREOF, FIL, Agent, the Existing Lenders and the New Lenders
have caused this Amendment to be executed as of the day and year first above
written.

BORROWER:                                   FLEXTRONICS INTERNATIONAL LTD.


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

AGENT:                                      ABN AMRO BANK, N.V., as Agent


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


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


EXISTING LENDERS:                           ABN AMRO BANK, N.V., as a Lender


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


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


                                            FLEET NATIONAL BANK, as a Lender


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



                                       19


<PAGE>   20

                                            BANK OF AMERICA, N.A., as a Lender


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


                                            CITICORP USA, INC., as a Lender


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


                                            THE BANK OF NOVA SCOTIA,
                                            as a Lender


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


                                            BAYERISCHE HYPO-UND VEREINSBANK AG,
                                            NEW YORK BRANCH, as a Lender


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


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



                                       20


<PAGE>   21

                                            BNP PARIBAS,
                                            as a Lender


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


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


                                            DANKSE BANK,
                                            as a Lender


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


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


                                            THE FUJI BANK, LIMITED,
                                            as a Lender


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


                                            SUMITOMO MITSUI BANKING CORPORATION,
                                            as a Lender


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



                                       21


<PAGE>   22

                                            WELLS FARGO BANK, NATIONAL
                                            ASSOCIATION, as a Lender


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


                                            COMERICA BANK, as a Lender


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


NEW LENDERS:                                FIRST UNION NATIONAL BANK, as a
                                            Lender


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


                                            DEUTSCHE BANK AG, NEW YORK BRANCH,
                                            as a Lender


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



                                       22


<PAGE>   23

                                    EXHIBIT A

                    FORM OF TERMINATION AND RELEASE AGREEMENT


        This TERMINATION AND RELEASE AGREEMENT, dated as of April 3, 2001 (this
"Agreement"), is executed by and between _______________ ("Pledgor") and ABN
AMRO BANK N.V., acting as agent (in such capacity, "Agent") for the financial
institutions which are parties to the Credit Agreement referred to in the
Recitals below (collectively, "Lenders").

                                    RECITALS

        A. In connection with that certain Credit Agreement, dated as of April
3, 2000, by and among Flextronics International Ltd. ("FIL"), Designated
Borrowers, Lenders, Agent, Managing Agents and Co-Agent (the "Original Credit
Agreement"), Pledgor and Agent entered into a Pledge Agreement, dated as of
April 3, 2000 (the "Pledge Agreement").

        B. Pursuant to the Pledge Agreement, Pledgor has granted to Agent, for
the ratable benefit of Lenders and Agent, a security interest in all right,
title and interest of the Pledgor in and to the Collateral (as defined in the
Pledge Agreement) to secure Borrowers' obligations under the Original Credit
Agreement.

        C. The Original Credit Agreement has been amended by a First Amendment
to Credit Agreement, dated as of April 3, 2001, by and among FIL (as the sole
Borrower under the Original Credit Agreement as of the date of such amendment),
Lenders and Agent (the "First Amendment"). The Original Credit Agreement, as
amended by the First Amendment, shall be referred to herein as the "Credit
Agreement."

        D. Pursuant to the First Amendment, Lenders and Agent have agreed that,
immediately after the First Amendment becomes effective, Agent shall terminate
the Pledge Agreement and release all of Agent's security interest in the
Collateral.

        E.     The First Amendment has become effective on the date hereof.

        NOW, THEREFORE, in consideration of the above Recitals and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Pledgor and Agent hereby agree as follows:

        1. Termination of Pledge Agreement. The Pledge Agreement referred to in
the Recitals above is hereby terminated and Pledgor is hereby released
therefrom. The Agent hereby releases, assigns, transfers and delivers to
Pledgor, without recourse and without representation or warranty, all of its
right, title and interest in the Collateral. Immediately upon the effectiveness
of this Agreement, Agent shall return to Pledgor the originals of any Pledged
Shares previously delivered by Pledgor to Agent pursuant to the Pledge
Agreement.

        2. Further Assurances. From time to time, upon request by Pledgor or
FIL, Agent shall, without further consideration other than reimbursement for any
costs and expenses,

<PAGE>   24


execute, deliver and acknowledge all such further documents, agreements,
certificates and instruments and do such further acts as Pledgor or FIL may
reasonably request to more effectively evidence or effectuate the transactions
contemplated by this Agreement, including, but not limited to, the release and
termination of the Pledge Agreement and the release and discharge of all
security interests and all other rights and interests that Agent, on behalf of
itself and Lenders, has or may have had in the Collateral.

        3. Miscellaneous. This Agreement may not be amended, modified or waived
except in writing signed by the party against whom enforcement of such
amendment, modification or waiver is sought. This Agreement shall be construed
and interpreted in accordance with the laws of the State of California. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which, when taken together, shall constitute one
and the same instrument.

        IN WITNESS WHEREOF, the undersigned have entered into this Agreement as
of the day and year first above written.

PLEDGOR:


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


AGENT:                                      ABN AMRO BANK, N.V.,
                                            as Agent


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


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


<PAGE>   25



                                    EXHIBIT B

                        FORM OF GUARANTOR CONSENT LETTER

                                [Effective Date]

TO:     ABN AMRO BANK N.V.,
        As Agent for the Lenders under the Credit Agreement referred to below
        1.     Reference is made to the following:

               (a) The Credit Agreement dated as of April 3, 2000, among
        Flextronics International Ltd. ("FIL") and Designated Borrowers,
        Lenders, Agent, Documentation Agent, Managing Agents and Co-Agent, (the
        "Credit Agreement");

               (b) The Guaranty dated as of April 3, 2000 (the "Guaranty"), by
        the undersigned ("Guarantors") in favor of Agent for the benefit of
        Agent and Lenders; and

               (c) The First Amendment to Credit Agreement dated as of April 3,
        2001 (the "First Amendment") by and among FIL (as the sole Borrower
        under the Credit Agreement as of the date of the First Amendment),
        Lenders and Agent.

        2. Guarantor hereby consents to the First Amendment. Each Guarantor
expressly agrees that such amendment shall in no way affect or alter the rights,
duties, or obligations of any Guarantor, any Lender or Agent under the Guaranty.

        3. From and after the date hereof, the term "Credit Agreement" as used
in the Guaranty shall mean the Credit Agreement, as amended by the First
Amendment.

        4. Guarantors' consent to the First Amendment shall not be construed (i)
to have been required by the terms of the Guaranty or any other document,
instrument or agreement relating thereto or (ii) to require the consent of any
Guarantor in connection with any future amendment of the Credit Agreement or any
other Credit Document.

        5. Unless otherwise defined herein, all capitalized terms used herein
shall have the respective meanings given to those terms in the Credit Agreement.

        6. Pursuant to clause (i) of Subparagraph 6(l) of the Guaranty, this
Guarantor Consent Letter shall be governed by and construed in accordance with
the laws of the State of California, except for the purposes of any suit or
legal action brought in Mexico in which case it shall be governed by the laws of
Mexico.

<PAGE>   26

        IN WITNESS WHEREOF, Guarantors have executed this Guarantor Consent
Letter as of the day and year first written above.

                                          FLEXTRONICS INTERNATIONAL
                                          LATIN AMERICA (L) LTD.

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

                                          FLEXTRONICS MANUFACTURING MEX,
                                          S.A. DE C.V.

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

                                          FLEXTRONICS HOLDINGS UK LIMITED

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

                                          FLEX INTERNATIONAL MARKETING (L) LTD.

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

<PAGE>   27

                                          FLEXTRONICS USA, INC.

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

                                          FLEXTRONICS (MALAYSIA) SDN. BHD

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

                                          FLEXTRONICS USA INC.

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

                                          FLEXTRONICS INTERNATIONAL USA, INC.

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

<PAGE>   28

                                  ATTACHMENT 1
                         SCHEDULE 1 TO CREDIT AGREEMENT
                                 See Attachment

<PAGE>   29

                                  ATTACHMENT 2
                      SCHEDULE 5.02 (A) TO CREDIT AGREEMENT
                                 See Attachment

<PAGE>   30

                                  ATTACHMENT 3
                      SCHEDULE 5.02(E) TO CREDIT AGREEMENT
                                 See Attachment