**EXHIBIT10.49**

 

NOTICE OF ASSIGNMENT ANDACCEPTANCE

 

August 20, 2002

Bank of America, N.A., asAdministrative Agent

335 Madison Avenue

New York, New York

Attn: James Foley

 

Manufacturers’ ServicesLimited

300 Baker Avenue

Concord, Massachusetts01742-2121

Attn: Sean Lannan

 

 

Re:  Manufacturers’ Services Limited

 

Ladies and Gentlemen:

 

We refer to the CreditAgreement, dated as of June 20, 2002 (as extended, renewed, amended or restatedfrom time to time, the “Credit Agreement”), made by and amongManufacturers’ Services Limited, a Delaware corporation (the “Parent”),Manufacturers’ Services Salt Lake City Operations, Inc., a Delaware corporation(“MSSLCO”), Manufacturers’ Services Western U.S. Operations, Inc.,  a California corporation (“MSWUSO”),Manufacturers’ Services Central U.S. Operations, Inc., a Minnesota corporation(“MSCUSO”), MSL Lowell Operations, Inc., a Delaware corporation (“MSLLO”),and MSL Midwest Operations, Inc., a Delaware corporation (“MSLMO”; andtogether with the Parent, MSSLCO, MSWUSO, MSCUSO and MSLLO, each a “Borrower”and collectively, the “Borrowers”), the guarantors named therein, theLenders, Bank of America, N.A., as administrative agent, Credit Suisse FirstBoston, Cayman Islands Branch, as syndication agent, General Electric CapitalCorporation, as documentation agent, and Banc of America Securities LLC andCredit Suisse First Boston, Cayman Islands Branch, as co-book managers andco-lead arrangers.  Terms defined in theCredit Agreement and defined herein are used herein as therein defined.

 

1.             We hereby give you notice of, and request the consent ofthe Administrative Agent and the Parent to, the assignment pursuant to theAssignment and Acceptance attached hereto (the “Assignment and Acceptance”)by Bank of America, N.A. (the “Assignor”) to Orix Financial Services,Inc. (the “Assignee”) of 27.273% of the right, title and interest of theAssignor in and to the Credit Agreement (including the right, title andinterest of the Assignor in and to the Revolving Credit Commitment of theAssignor and each of the

 

----

 

outstandingRevolving Loans and L/C Obligations (as defined in the Assignment andAcceptance) of the Assignor).

 

2.             The Assignee agrees that, upon receiving the consent ofthe Administrative Agent and, if applicable, the Parent to such assignment, theAssignee will be bound by the terms of the Credit Agreement as fully and to thesame extent as if the Assignee were the Revolving  Lender originally holding such interest in the Credit Agreement.

 

3.             The following administrative details apply to theAssignee:

 
| (A)    | Notice Address:                               |                                  |
|--------|-----------------------------------------------|---------------------------------------|
|   |                                          | 846 E. Algonquin Road,  Suite 101     |
|   |                                          | Schaumburg, IL  30173-3854            |
|   |                                          |
|   | Assignee name: Orix  Financial Services, Inc. |
|   |                                          |
|   | Address:                                      | 846 E. Algonquin Road,  Suite 101     |
|   |                                          | Schaumburg, IL  30173-3854            |
|   |                                          |
|   |                                          |
|   | Attention: Maria Melvin                       |
|   | Telephone:  (770) 970-8016               |
|   | Telecopier:  (770) 970-8066              |
|   | Telex (Answerback):                           |
|   |                                          |
| (B)    | Payment Instructions:                         |
|   |                                          |                                  |
|   | Account No.:                                  | 050-2481                              |
|   | ABA:                                          | 043000261                             |
|   | At:                                           | Mellon Bank, N.A.                     |
|   |                                          | Pittsburgh, PA                        |
|   | Reference:                                    | Manufacturers’ Services  Limited |
|        |                                               |                                       |  |  |

 

4.             You are entitled to rely upon the representations,warranties and covenants of each of the Assignor and Assignee contained in theAssignment and Acceptance.

 

5.             By its signature below, the Administrative Agent waivesthe processing fee referred to in Section 11.2(a) of the Credit Agreement.

 

2

----

 

IN WITNESS WHEREOF, theAssignor and the Assignee have caused this Notice of Assignment and Acceptanceto be executed by their respective duly authorized officials, officers oragents as of the date first above mentioned.

 
|   | Very truly yours,                 |
|--------|-----------------------------------|
|   |                              |
|   | **BANK OF AMERICA, N.A.**         |
|   |                              |
|   | By:                               | /s/ James Foley |
|   |                              | Name: James Foley |
|   |                              | Title: Account Officer |
|   |                              |
|   | **ORIX FINANCIAL SERVICES, INC.** |
|   |                              |
|   | By:                               | /s/ Michael J. Cox |
|   |                              | Name: MICHAEL J. COX |
|   |                              | Title:    SVP |

 

 
| ACKNOWLEDGED AND  ASSIGNMENT  CONSENTED TO:     |                   |
|-------------------------------------------------|------------------------|
|                                            |                   |
|                                            |                   |
| Bank of America, N.A.,  as Administrative Agent |                   |
|                                            |                   |
| By:                                             | /s/ James Foley        |   |
|                                            | Name: James Foley      |   |
|                                            | Title: Account Officer |   |
|                                            |                   |   |
| Manufacturers’ Services  Limited           |                   |
|                                            |                   |   |
| By:                                             | /s/ Sean Lannan        |   |
|                                            | Name: Sean Lannan      |   |
|                                            | Title: VP, Treasurer   |   |

 

3

----