**EXHIBIT 10.47**

 

**ACCESSION AGREEMENT**

** **

This ACCESSION AGREEMENT(this “Accession Agreement”) dated as of August 22, 2002 is made amongCongress Financial Corporation (New England) (“Congress Financial”),Bank of America, as administrative agent (the “Administrative Agent”)under the Credit Agreement (as hereinafter defined) and Manufacturers’ ServicesLimited, a Delaware corporation (the “Parent”), Manufacturers’ ServicesSalt 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”).

 

WHEREAS, CongressFinancial desires to become a Revolving Lender under that certain CreditAgreement, dated as of June 20, 2002 (as amended, amended and restated,modified, supplemented or renewed, the “Credit Agreement”; capitalizedterms used herein and not otherwise defined herein shall have the meaningsassigned thereto in the Credit Agreement), made by and among the Borrowers, theguarantors named therein (the “Guarantors”), the lenders from time totime party thereto (the “Lenders”), the Administrative Agent, CreditSuisse First Boston, Cayman Islands Branch, as syndication agent, GeneralElectric Capital Corporation, as documentation agent, and Banc of AmericaSecurities LLC and Credit Suisse First Boston, Cayman Islands Branch, asco-book managers and co-lead arrangers;

 

WHEREAS, the Borrowersdesire to increase the size of the revolving credit facility under the CreditAgreement from $100,000,000 to $120,000,000;

 

WHEREAS, it is acondition under Section 1.6 of the Credit Agreement that Congress Financial,the Administrative Agent and the Borrowers enter into an accession agreement inthe form hereof.

 

NOW, THEREFORE, subjectto the conditions precedent set forth in Section 3 hereof, Congress Financial,the Administrative Agent and the Borrowers hereby agree as follows:

 

1.             Revolver Increase.  With effect on and after the Effective Date (as defined inSection 3 hereof), (i) Congress Financial shall be a party to the CreditAgreement and succeed to all of the rights and be obligated to perform all ofthe obligations of a Revolving  Lenderunder the Credit Agreement, including the requirements concerningconfidentiality and the payment of indemnification, with a Revolving CreditCommitment in an amount equal to $20,000,000, (ii) Congress Financial shallhave acquired a participation in its Pro Rata Share of the Lenders’ liabilitiesunder Letters of Credit and Credit Support, which as of the date hereof is inan aggregate pricipal amount of $497,968.91 and  (iii) the revolving line of credit under the Credit Agreementshall be increased from $100,000,000 to $120,000,000 (the “Revolver Increase”).  Congress Financial agrees (i) to be bound bythe terms and conditions set forth in the Credit Agreement as if it were anoriginal signatory thereto and (ii) to perform in accordance with their

 

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termsall of the obligations which by the terms of the Credit Agreement are requiredto be performed by it as a Revolving Lender.

 

2.             Independent Credit Decision.  Congress Financial (a) acknowledgesthat it has received a copy of the Credit Agreement and the Schedules andExhibits thereto, together with copies of the most recent financial statementsof the Borrowers and Guarantors, and such other documents and information as ithas deemed appropriate to make its own credit and legal analysis and decisionto enter into this Accession Agreement and the Credit Agreement; and(b) agrees that it will, independently and without reliance upon theAdministrative Agent or any Lender and based on such documents and informationas it shall deem appropriate at the time, continue to make its own credit andlegal decisions in taking or not taking action under the Credit Agreement.

 

3.             Effective Date; Notices.  The effective date for this AccessionAgreement shall be August 22, 2002 (the “Effective Date”); providedthat the following conditions precedent have been satisfied on or before theEffective Date:

 

(a)           counterparts of thisAccession Agreement executed by Congress Financial, each Borrower and theAdministrative Agent shall have been delivered to the Administrative Agent;

 

(b)           the Borrowers shallhave paid or caused to be paid to the Administrative Agent the fee payable tothe Administrative Agent pursuant to the Bank Fee Letter with respect to theRevolver Increase; and

 

(c)           the Revolving CreditCommitment of Bank of America, N.A. shall not be greater than $25,000,000.

 

4.             Withholding Tax. Congress Financial (a) represents and warrants to the the AdministrativeAgent and the Borrowers that under applicable law and treaties no tax will berequired to be withheld with respect to any payments to be made to CongressFinancial under the Credit Agreement or any other Loan Document, (b) agrees tofurnish (if it is organized under the laws of any jurisdiction other than theUnited States or any State thereof) to the Administrative Agent and theBorrowers prior to the time that the Administrative Agent or the Borrowers arerequired to make any payment of principal, interest or fees hereunder,duplicate executed originals of either U.S. Internal Revenue Service FormW-8ECI or U.S. Internal Revenue Service Form W-8BEN (wherein Congress Financialclaims entitlement to the benefits of a tax treaty that provides for a completeexemption from U.S. federal income withholding tax on all payments hereunder)and agrees to provide new Forms W-8ECI or W-8BEN upon the expiration of anypreviously delivered form or comparable statements in accordance withapplicable U.S. law and regulations and amendments thereto, duly executed andcompleted by Congress Financial, and (c) agrees to comply with all applicableU.S. laws and regulations with regard to such withholding tax exemption.

 

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5.             Representationsand Warranties.  (a) CongressFinancial represents and warrants that (i) it is duly organized andexisting and it has full power and authority to take, and has taken, all actionnecessary to execute and deliver this Accession Agreement and any otherdocuments required or permitted to be executed or delivered by it in connectionwith this Accession Agreement, and to fulfill its obligations hereunder; (ii) nonotices to, or consents, authorizations or approvals of, any Person arerequired (other than any already given or obtained) for its due execution,delivery and performance of this Accession Agreement; and apart from anyagreements or undertakings or filings required by the Credit Agreement, nofurther action by, or notice to, or filing with, any Person is required of itfor such execution, delivery or performance; (iii) this AccessionAgreement has been duly executed and delivered by it and constitutes the legal,valid and binding obligation of Congress Financial, enforceable againstCongress Financial in accordance with the terms hereof, subject, as toenforcement, to bankruptcy, insolvency, moratorium, reorganization and otherlaws of general application relating to or affecting creditors’ rights and togeneral equitable principles; and (iv) it is an Eligible Assignee.

 

(b)           Each of the Borrowers reaffirms andrestates the representations and warranties set forth in Article 8 of the Loanand Security Agreement and all such representations and warranties shall betrue and correct on the date hereof with the same force and effect as if madeon such date (except insofar as such representations and warranties relateexpressly to an earlier date).  Each ofthe Borrowers represents and warrants (which representations and warrantiesshall survive the execution and delivery hereof) that:

 

(i)            NoDefault or Event of Default has occurred and is continuing as of the datehereof or will occur as a result of the Revolver Increase.

 

(ii)           Ithas the corporate power and authority to execute, deliver and carry out theterms and provisions of this Accession Agreement and has taken or caused to betaken all necessary corporate action to authorize the execution, delivery andperformance of this Accession Agreement;

 

(iii)          Noconsent of any other Person (including, without limitation, shareholders orcreditors of any Borrower), and no action of, or filing with any governmentalor public body or authority is required to authorize, or is otherwise requiredin connection with the execution, delivery and performance of this AccessionAgreement;

 

(iv)          ThisAccession Agreement and the other instruments and documents contemplated herebyhave been duly executed and delivered by a duly authorized officer on behalf ofsuch party, and constitute a legal, valid and binding obligation of such partyenforceable against such party in accordance with its terms, subject tobankruptcy, reorganization, insolvency, moratorium and other similar laws affectingthe enforcement of creditors’ rights generally and the exercise of judicialdiscretion in accordance with general principles of equity; and

 

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(v)           Theexecution, delivery and performance of this Accession Agreement and the otherinstruments and documents contemplated hereby will not violate any law, statuteor regulation, or any order or decree of any court or governmentalinstrumentality, or conflict with, or result in the breach of, or constitute adefault under any contractual obligation of such party.

 

6.             Miscellaneous.

 

(a)           Any amendment or waiver of anyprovision of this Accession Agreement shall be in writing and signed by theparties hereto.  No failure or delay byany party hereto in exercising any right, power or privilege hereunder shalloperate as a waiver thereof and any waiver of any breach of the provisions ofthis Accession Agreement shall be without prejudice to any rights with respectto any other or further breach thereof.

 

(b)           All payments made hereunder shall bemade without any set-off or counterclaim.

 

(c)           This Accession Agreement may beexecuted in any number of counterparts and all of such counterparts takentogether shall be deemed to constitute one and the same instrument.

 

(d)           Congress Financial hereby adviseseach of you of the following administrative details for purposes of the CreditAgreement:

 
| Institution Name:     |                                    | Congress Financial Corporation (New England) |
|-----------------------|-----------------------------------------|----------------------------------------------|
|                  |                                    |                                         |
| Address:              |                                    | One Post Office Square, Suite 3600           |
|                  |                                    | Boston, MA 02109                             |
|                  |                                    |                                         |
| Attention:            |                                    | Karen Triantafilis                           |
| Telephone:            |                                    | 212-545-4378                                 |
| Facsimile:            |                                    | 212-545-4505                                 |
|                  |                                    |                                         |
| Payment Instructions: |
|                  |                                    |                                         |
| Account No.:          | 50000 0003 0305                         |
| ABA:                  | 053 000 219                             |
| At:                   | First Union National Bank               |
| Reference:            | Manufacturers’ Services Ltd. (MSL) |
|                       |                                         |                                              |  |

 

(e)           THIS ACCESSION AGREEMENT SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEWYORK.

 

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7.             Delivery of Resolutions.  Each of the Borrowers hereby acknowledgesand agrees that until such time as certified copies of resolutions of the Boardof Directors of each of the Borrowers approving the Revolver Increase and thecorresponding modifications to the Credit Agreement have been delivered to theAdministrative Agent, such Borrower shall not request a Borrowing under therevolving credit facility if at the time of such Borrowing the amount of suchBorrowing would, together with all Aggregate Revolver Outstandings at suchtime, exceed $100,000,000.

 

 

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IN WITNESS WHEREOF, the the parties have caused this AccessionAgreement to be executed and delivered by their duly authorized officers as ofthe date first above written.

 
|   | CONGRESS FINANCIAL CORPORATION (NEW ENGLAND)                 |
|--------|--------------------------------------------------------------|
|   |                                                         |   |
|   | By:                                                          | /s/ [ILLEGIBLE] |
|   | Title:                                                       | First Vice President |
|   |                                                         |   |
|   | MANUFACTURERS’ SERVICES LIMITED                         |
|   |                                                         |   |
|   | By:                                                          | /s/ Sean Lannan |
|   | Title:                                                       | VP, Treasurer |
|   |                                                         |   |
|   | MANUFACTURERS’ SERVICES SALT LAKE CITY OPERATIONS, INC. |
|   |                                                         |   |
|   | By:                                                          | /s/ Sean Lannan |
|   | Title:                                                       | VP, Treasurer |
|   |                                                         |   |
|   | MANUFACTURERS’ SERVICES WESTERN  U.S. OPERATIONS, INC.  |
|   |                                                         |   |
|   | By:                                                          | /s/ Sean Lannan |
|   | Title:                                                       | VP, Treasurer |
|   |                                                         |   |
|   | MANUFACTURERS’ SERVICES CENTRAL U.S. OPERATIONS, INC.   |
|   |                                                         |   |
|   | By:                                                          | /s/ Sean Lannan |
|   | Title:                                                       | VP, Treasurer |
|   |                                                         |   |
|   | MSL LOWELL OPERATIONS, INC.                                  |
|   |                                                         |   |
|   | By:                                                          | /s/ Sean Lannan |
|   | Title:                                                       | VP, Treasurer |

 

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|   | MSL MIDWEST  OPERATIONS, INC.                   |
|--------|-------------------------------------------------|
|   |                                            |   |
|   | By:                                             | /s/ Sean Lannan |
|   | Title:                                          | VP, Treasurer |
|   |                                            |   |
|   | BANK OF AMERICA, N.A., as Administrative  Agent |
|   |                                            |   |
|   | By:                                             | /s/ James Foley |
|   | Title:                                          | Account Officer |

 

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