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                                                                    EXHIBIT 4.08

                      SECOND AMENDMENT TO CREDIT AGREEMENT

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

               (1) FLEXTRONICS INTERNATIONAL USA, INC., a California corporation
        ("FIUI") and FLEXTRONICS HOLDING USA, INC. (formerly known as The DII
        Group, Inc.), a Delaware corporation ("FHUI" and together with FIUI,
        "Borrowers");

               (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. Borrowers, the Existing Lenders and Agent are parties to that certain
Credit Agreement, dated as of April 3, 2000, as amended by that certain
Amendment to Credit Agreement, dated as of June 15, 2000 (as so amended, the
"Credit Agreement").

        B. Borrowers have 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, Borrowers have
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, Borrowers, the Lenders and Agent hereby agree as follows:

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      10. 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.

      11. RE-ALLOCATION OF COMMITMENTS AND ALLOCATION OF OUTSTANDING LOANS AMONG
EXISTING LENDERS AND NEW LENDERS. Subject to the conditions set forth in
Paragraph 6 below, Borrowers, 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.

      12. 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 "Net Proceeds" and
                "Second Amendment Effective Date" to read in their entirety as
                follows:

            "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.

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

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

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<PAGE>   4

            (e) 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 Second Amendment Effective Date specified on Schedule
          5.02(a).

            (f) 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.

            (g) 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).

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

            "FIL Credit Agreement" shall mean the Credit Agreement dated the
          date hereof among FIL, the designated borrowers from time to time
          party thereto, each of the financial institutions from time to time
          party thereto, ABN AMRO Bank N.V., as agent, 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 "Guarantor" set forth therein to read in its entirety
                as follows:

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

            (j) 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 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

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          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.

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

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            (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.

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

            (m) 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.

            (n) 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 Second 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.

            (o) 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 Revolving Loan Maturity Date" set forth therein to
                "Facility A Maturity Date".

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<PAGE>   7

            (p)   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 Second
          Amendment Effective Date, April 3, 2001; and (B) at all times on and
          after the Second Amendment Effective Date, April 2, 2002.

            (q)   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".

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

            (b)   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 One Hundred Seventy Five Million Dollars ($175,000,000).
            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:

<TABLE>
<CAPTION>

                              Facility A Commitment     Facility B Commitment
                              ---------------------     ---------------------
                  <S>         <C>                       <C>
                  ABN         $21,875,000               $21,875,000
                  BofA        $19,250,000               $19,250,000
                  Citicorp    $19,250,000               $19,250,000
</TABLE>

            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 date (1) the Total Facility A Commitment shall be
            immediately and permanently reduced to $157,500,000 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 $157,500,000 plus the amount (if any)
            assigned by the Agent Lenders on or prior to such date, such that
            the final Facility A Commitments and

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            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 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 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 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.

            (c) 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

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            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(b) 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(b) 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(b) 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(b) shall be applied to reduce each Facility B Lender's Facility
            B Commitment in accordance with clause (ii) of Subparagraph 2.11(a).

                (s)   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 FIL and 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., Borrowers 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 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

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<PAGE>   10

                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 Second 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 Second Amendment to Credit
                Agreement dated as of the Second 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, Borrowers promptly
                shall deliver, or cause to be delivered, to Agent, within sixty
                (60) days of any such event, (A) a 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

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                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, Borrowers covenant and agree
          that they will ensure that the aggregate revenues of the Subsidiaries
          that have executed and delivered the Guaranty pursuant to this
          Agreement and the FIL 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.

          (t) 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, FIL 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

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

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

                                       11
<PAGE>   12

          (v) 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 either
          Borrower or any of its Subsidiaries 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;

                (w) 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.

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

                      (c) Asset Dispositions. Neither Borrower nor 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 either Borrower or any 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 of any Collateral
                or of any other Equity Securities issued by any Subsidiary of
                either Borrower and owned by either Borrower or any of their
                other Subsidiaries, except for Liens in favor of Agent securing
                the Obligations or pursuant to the FIL 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.

                (y) 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 Second Amendment Effective Date;

                                       12
<PAGE>   13

                (z) 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;

                (aa)  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 FIL and its
                      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.

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

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

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

                      Transactions With Affiliates. Neither Borrower nor any of
                their Subsidiaries shall enter into any Contractual Obligation
                with any Affiliate (other than FIL, any other borrower under the
                FIL Credit Agreement or one of their Subsidiaries) or engage in
                any other 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 Borrowers 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).

                (cc) 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".

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

                                       13
<PAGE>   14

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

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

      13. 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 all 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).

      14. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and warrant
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 Borrowers 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 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," Borrowers expressly
acknowledge in making the representations and warranties set forth in this
Paragraph 5 that, on and after the date hereof, such term includes this
Amendment.)

        15. 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 each Borrower, each Lender and
                Agent;

            (b) The First Amendment to Credit Agreement, dated as of the date
                hereof, between FIL, each "Existing Lender" (as defined therein)


                                       14

<PAGE>   15

                party thereto, each "New Lender" (as defined therein) party
                thereto and Agent, amending in certain respects the FIL 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 each of the Borrowers, dated
                the Effective Date, certifying that (i) the Certificate of
                Incorporation and Bylaws of such Borrower, 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 Certificates of Incorporation and/or
                Bylaws), (ii) that attached thereto are true and correct copies
                of resolutions duly adopted by the Board of Directors of such
                Borrower and continuing in effect, which authorize (A) the
                execution, delivery and performance by such Borrower 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 such Borrower, and (iii) that
                there are no proceedings for the dissolution or liquidation of
                such Borrower;

            (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


                                       15

<PAGE>   16

        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 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 Fenwick & West, counsel to FIUI,
                FHUI and 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.


                                       16

<PAGE>   17

        16. POST-EFFECTIVE DATE DELIVERIES. In addition to the foregoing,
Borrowers hereby covenants that no later than 15 days after the Effective Date,
Borrowers 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 Borrowers, 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 Borrowers made to Agent
immediately prior to the Effective Date.

        17. 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 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.

        18. 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]


                                       17

<PAGE>   18

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

BORROWERS: FLEXTRONICS INTERNATIONAL U.S.A., INC.


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

                                      FLEXTRONICS HOLDING USA, INC.

                                      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


                                       18

<PAGE>   19

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


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

                                      FLEET NATIONAL BANK, as a Lender

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


                                      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:
                                              ----------------------------------


                                       19

<PAGE>   20

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


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

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

                                      BNP PARIBAS,
                                      as a Lender

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

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


                                      DANKSE BANK,
                                      as a Lender

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

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


                                       20

<PAGE>   21


                                      THE FUJI BANK, LIMITED,
                                      as a Lender

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


                                      SUMITOMO MITSUI BANKING CORPORATION,
                                      as a Lender

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


                                      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:
                                              ----------------------------------


                                       21

<PAGE>   22


                                  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 USA, Inc. and Flextronics
Holding USA, Inc. (formerly known as The DII Group, Inc.) (together,
"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 an Amendment to
Credit Agreement, dated as of June 15, 2000, by and among Borrowers, Lenders and
Agent (the "First Amendment") and a Second Amendment to Credit Agreement, dated
as of April 3, 2001, by and among Borrowers, Lenders and Agent (the "Second
Amendment"). The Original Credit Agreement, as amended by the First Amendment
and the Second Amendment, shall be referred to herein as the "Credit Agreement."

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

        E. The Second 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.


<PAGE>   24

        2. Further Assurances. From time to time, upon request by 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
Pledgor or Borrowers 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 USA, Inc. and Flextronics Holding USA, Inc.
        (formerly known as The DII Group, Inc.) (together, "Borrowers"),
        Lenders, Agent, Documentation Agent, Managing Agents and Co-Agent, as
        amended by the Amendment to Credit Agreement dated as of June 15, 2000,
        by and among Borrowers, Lenders and Agent (as so amended, 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 Second Amendment to Credit Agreement dated as of April
        3, 2001 (the "Second Amendment") by and among Borrowers, Lenders and
        Agent.

        2. Guarantor hereby consents to the Second 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 Second
Amendment.

        4. Guarantors' consent to the Second 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
                                      LTD., acting through its Hong Kong Branch


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

                                      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:
                                              ----------------------------------


<PAGE>   27

                                      FLEX INTERNATIONAL MARKETING (L) LTD.

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

                                      FLEXTRONICS USA, INC.

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

                                      FLEXTRONICS (MALAYSIA) SDN. BHD

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

                                      FLEXTRONICS HOLDING 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