<PAGE>

                                                                     EXHIBIT 4.4

                                 AMENDMENT NO. 8
                                       TO
                           CREDIT AGREEMENT AND WAIVER

     This Amendment No. 8 to Credit Agreement and Waiver, dated as of December ,
2000 (the "Amendment"), among PEMSTAR INC. (the "Borrower"), U.S. Bank National
Association, as administrative bank (in such capacity, the "Administrative
Bank"), and U.S. Bank National Association as the sole "Bank" party to that
certain Credit Agreement dated as of June 4, 1999, among the Borrower, the
Administrative Bank and the Banks, as amended by an Amendment No. 1 dated as of
August 31, 1999, an Amendment No. 2 dated as of October 14, 1999, an Amendment
No. 3 dated as of November 23 , 1999, an Amendment No. 4 dated as of December
20, 1999, an Amendment No. 5 dated as of March 10, 2000, an Amendment No. 6
dated as of May 5, 2000 and an Amendment No. 7 dated as of August 1, 2000(as so
amended, the "Original Agreement").

                                    RECITALS:
                                    --------

     A. The Borrower has requested that the Administrative Bank and the Bank
further amend certain provisions of the Original Agreement and waive the
Borrower's compliance with certain provisions of the Original Agreement.

     B. Subject to the terms and conditions of this Amendment, the
Administrative Bank and the Bank will agree to the Borrower's foregoing request.

     NOW, THEREFORE, the parties agree as follows:

     1. Defined Terms. All capitalized terms used in this Amendment shall,
except where the context otherwise requires, have the meanings set forth in the
Original Agreement as amended hereby.

     2. Amendment. The Original Agreement is hereby amended as follows:

          a. The definition of "Letter of Credit Commitment" appearing in
     Section 1.1 is amended by increasing the amount "$2,000,000.0" appearing
     therein to the amount "$10,000,000.00."

          b. The definition of "Revolving Credit Commitment" appearing in
     Section 1.1 is amended by reducing the amount "$45,000,000.0" appearing
     therein to the amount "$40,000,000.00."

          c. Section 9.10(j) is amended by increasing the maximum amount of the
     Indebtedness permitted under the IBM Credit Loan Agreement from
     "$45,000,000.00" to "$50,000,000.00".

          d. Section 9.16 of the Original Agreement is amended in its entirety
     to read as follows:

          "Section 9.16 Cash Flow Leverage Ratio. Permit, as of any Monthly
          Measurement Date, the Cash Flow Leverage Ratio to be greater than 3.0
          to 1.0 except that, on the Monthly Measurement Dates respectively
          occurring on October 31, 2000, November 30, 2000, December 31, 2000,
          January 31, 2001 and February 27, 2001, the maximum permitted Cash
          Flow Leverage Ratio is 4.00 to 1.00."

     3. Conditions to Effectiveness. This Amendment shall become effective on
the date (the "Effective Date") when, and only when, the Administrative Bank
shall have received:

          a. Counterparts of this Amendment executed by the Borrower and U. S.
     Bank;

          b. A Replacement Revolving Note (the "Replacement Revolving Note")
     payable to the order of U.S. Bank in the form provided by the
     Administrative Bank appropriately completed and duly executed by the
     Borrower;

          c. A Certificate by the Borrower's Secretary or any Assistant
     Secretary in form and substance satisfactory to the Administrative Bank and
     the Banks;

          d. The payment, in immediately available funds, of an amendment fee of
     $25,000.00 to the Administrative Bank solely for the benefit of U. S. Bank;
<PAGE>

          e. An Amendment to the IBM Credit Loan Agreement in form and substance
     satisfactory to the Administrative Bank and the Bank appropriately
     completed and duly executed by the Borrower and IBM Credit; and

          f. Such other documents, certificates or other items as the
     Administrative Bank or the Bank may reasonably request.

     4. Representations and Warranties. To induce the Administrative Bank and
the Banks to enter into this Amendment, the Borrower represents and warrants to
the Administrative Bank and the Banks as follows:

          a. The execution, delivery and performance by the Borrower of this
     Amendment, the Replacement Revolving Note and any other document required
     to be executed and/or delivered by the Borrower by the terms of this
     Amendment have been duly authorized by all necessary corporate action, do
     not require any approval or consent of, or any registration, qualification
     or filing with, any government agency or authority or any approval or
     consent of any other person (including, without limitation, any
     stockholder), do not and will not conflict with, result in any violation of
     or constitute any default under, any provision of the Borrower's articles
     of incorporation or bylaws, any agreement binding on or applicable to the
     Borrower or any of its property, or any law or governmental regulation or
     court decree or order, binding upon or applicable to the Borrower or of any
     of its property and will not result in the creation or imposition of any
     security interest or other lien or encumbrance in or on any of its property
     pursuant to the provisions of any agreement applicable to the Borrower or
     any of its property except pursuant to the Loan Documents to which the
     Borrower is a party;

          b. The representations and warranties contained in the Original
     Agreement are true and correct as of the date hereof as though made on that
     date;

          c. (i) No events have taken place and no circumstances exist at the
     date hereof which would give the Borrower the right to assert a defense,
     offset or counterclaim to any claim by the Administrative Bank or any Bank
     for payment of the Obligations now existing or hereafter arising under the
     Original Agreement, as amended by this Amendment or any other Loan
     Document; and (ii) the Borrower hereby releases and forever discharges the
     Administrative Bank, each Bank and their respective successors, assigns,
     directors, officers, agents, employees and participants from any and all
     actions, causes of action, suits, proceedings, debts, sums of money,
     covenants, contracts, controversies, claims and demands, at law or in
     equity, which the Borrower ever had or now has against the Administrative
     Bank, any Bank or their respective successors, assigns, directors,
     officers, agents, employees or participants by virtue of their relationship
     to the Borrower in connection with the Original Agreement, as amended by
     this Amendment, the other Loan Documents and the transactions related
     thereto;

          d. The Original Agreement, as amended by this Amendment, the
     Replacement Revolving Note, and each other Loan Document to which the
     Borrower is a party remain in full force and effect and are the legal,
     valid and binding obligations of the Borrower and are enforceable in
     accordance with their respective terms, subject only to bankruptcy,
     insolvency, reorganization, moratorium or similar laws, rulings or
     decisions at the time in effect affecting the enforceability of rights of
     creditors generally and to general equitable principles which may limit the
     right to obtain equitable remedies; and

          e. After giving effect to this Amendment, there does not exist any
     Default, Event of Default or Adverse Event.

     5. Reference to and Effect on the Loan Documents.


          a. From and after the date of this Amendment, each reference in:


                                       2
<PAGE>

               (i) the Original Agreement to "this Agreement", "hereunder",
          "hereof", "herein" or words of like import referring to the Original
          Agreement, and each reference to the "Credit Agreement", "Loan
          Agreement," "thereunder", "thereof", "therein" or words of like import
          referring to the Original Agreement in any other Loan Document shall
          mean and be a reference to the Original Agreement as amended hereby;
          and

               (ii) any Loan Document to "the Revolving Note" payable to U.S.
          Bank, "thereunder", "thereof", "therein" or words of like import
          referring to such Revolving Note shall mean and be a reference to the
          Replacement Revolving Note executed and delivered to U.S. Bank
          pursuant to this Amendment.

          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 Administrative Bank or any Bank under the Original
     Agreement or any other Loan Document, nor constitute a waiver of any
     provision of the Original Agreement or any such other Loan Document.

     6. Costs, Expenses and Taxes. The Borrower agrees to pay on demand all
costs and expenses of the Administrative Bank in connection with the
preparation, reproduction, execution and delivery of this Amendment and the
other documents to be delivered hereunder or thereunder, including the
Administrative Bank's reasonable attorneys' fees and legal expenses. In
addition, the Borrower shall pay any and all stamp and other taxes and fees
payable or determined to be payable in connection with the execution and
delivery, filing or recording of this Amendment and the other instruments and
documents to be delivered hereunder, and agrees to hold the Administrative Bank
and the Banks harmless from and against any and all liabilities with respect to,
or resulting from, any delay in the Borrower's paying or omission to pay, such
taxes or fees.

     7. Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS
AMENDMENT AND THE REPLACEMENT REVOLVING NOTE SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS
PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES
APPLICABLE TO NATIONAL BANKS.

     8. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

     9. Counterparts. This Amendment may be executed in separate counterparts
and by separate parties in separate counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
Amendment.

     10. Recitals. The Recitals hereto are incorporated herein by reference.

     11. Waiver. On the Effective Date of this Amendment, the Administrative
Bank and the Bank waive the Event of Default under Section 10.1(c) of the Loan
Agreement because of the Borrower's failure to be in compliance with Section
9.16 of the Loan Agreement as of July 31, 2000. The Administrative and the
Bank's waiver is limited to the specific Event of Default described above and is
not intended, and shall not be construed, to be a general waiver of any term or
provision of the Original Agreement or a waiver of any other existing or future
Default or Event of Default.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first written above.

                                       PEMSTAR Inc.



                                       By:
                                       Title:


                                       By:
                                       Title:


                                       U.S. Bank National Association,  as
                                       Administrative Bank and the sole Bank



                                       By:
                                       Title:


                                       4
<PAGE>

                           REPLACEMENT REVOLVING NOTE
                           --------------------------

$40,000,000.00                  Rochester, Minnesota            December  , 2000


     FOR VALUE RECEIVED, the undersigned, PEMSTAR INC., a Minnesota corporation
(the "Borrower"), promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION
(the "Bank"), on the "Revolving Credit Termination Date" (as defined in the
Credit Agreement hereinafter described (the "Credit Agreement")), the principal
sum of FORTY MILLION AND NO/100THS DOLLARS ($40,000,000.00) or if less, the then
aggregate unpaid principal amount of the Revolving Loans (as such term is
defined in the Credit Agreement) as may be borrowed by the Borrower from the
Bank under the Credit Agreement. All Revolving Loans and all payments of
principal shall be recorded by the holder in its records which records shall be
conclusive evidence of the subject matter thereof, absent manifest error.

     The Borrower further promises to pay to the order of the Bank interest on
each Revolving Loan from time to time outstanding from the date hereof until
paid in full at the rates per annum which shall be determined in accordance with
the provisions of the Credit Agreement. Accrued interest shall be payable on the
dates specified in the Credit Agreement.

     All payments of principal and interest under this Note shall be made in
lawful money of the United States of America in immediately available funds to
U.S. Bank National Association, as the Administrative Bank (the "Administrative
Bank"), at the Administrative Bank's office at 155 First Avenue Southwest,
Rochester, Minnesota 55902, or at such other place as may be designated by the
Administrative Bank to the Borrower in writing.

     This Note is one of the Revolving Notes referred to in, and evidences
indebtedness incurred under, a Credit Agreement dated as of June 4, 1999
(herein, as it may be amended, modified or supplemented from time to time,
called the "Credit Agreement;" capitalized terms not otherwise defined herein
being used herein as therein defined) among the Borrower, the Administrative
Bank, the Bank and the other bank parties thereto, to which Credit Agreement
reference is made for a statement of the terms and provisions thereof, including
those under which the Borrower is permitted and required to make prepayments and
repayments of principal of such indebtedness and under which such indebtedness
may be declared to be immediately due and payable.
<PAGE>

                           REPLACEMENT REVOLVING NOTE
                           --------------------------
                                     Page 2


$40,000,000.00                  Rochester, Minnesota            December  , 2000


     All parties hereto, whether as makers, endorsers or otherwise, severally
waive presentment, demand, protest and notice of dishonor in connection with
this Note.

     THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT
TO CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE
UNITED STATES APPLICABLE TO NATIONAL BANKS.

     This Note is being executed and delivered in replacement of, but not in
payment of: (a) that certain Replacement Revolving Note dated August 1, 2000
made by the Borrower payable to the order of the Bank in the original principal
amount of $45,000,000.00; provided, however, that interest accrued on such
replaced note through the date hereof shall be due and payable on the next
interest payment date under the Credit Agreement.


                                       PEMSTAR INC.

                                       By:
                                           -------------------------------------
                                       Its:
                                            ------------------------------------


                                       By:
                                           -------------------------------------
                                       Its:
                                            ------------------------------------
<PAGE>

                                   CERTIFICATE
                                   -----------

     I, Gary Lingbeck, do hereby certify that I am the duly appointed or elected
and qualified Secretary and the keeper of the records of PEMSTAR INC., a
corporation organized and existing under the laws of the State of Minnesota (the
"Corporation") and that the following is a true and correct copy of resolutions
duly adopted:

     -    at a meeting of the Board of Directors thereof, convened and held in
          accordance with law and the by-laws of said corporation on the _____
          day of ___________, 2000;

     -    by unanimous written action on the ____________ day of ___________,
          2000;

and that such resolutions are now in full force and effect, unamended,
unaltered, and unrepealed:

     WHEREAS, there has been presented to the board of directors a form of
Amendment No. 8 to Credit Agreement and Waiver to be dated on or about December
____ , 2000 (the "Eighth Amendment") among this Corporation, U.S. Bank National
Association, a national banking association, as administrative bank (in such
capacity, the "Administrative Bank") and U.S. Bank National Association, a
national banking association as the sole "Banks" party thereto (the "Banks")
further amending that certain Credit Agreement, dated as of June 4, 1999 among
this Corporation, the Administrative Bank and the Banks as amended by an
Amendment No. 1 dated as of August 31, 1999, an Amendment No. 2 dated as of
October 14, 1999, an Amendment No. 3 dated as of November 23 , 1999, an
Amendment No. 4 dated as of December 20, 1999, an Amendment No. 5 dated as of
March 10, 2000, an Amendment No. 6 dated as of May 5, 2000, and an Amendment No.
7 dated as of August 1, 2000 (as so amended, the "Credit Agreement");

     NOW, THEREFORE, BE IT RESOLVED, that any two of the
__________________________________ , the _______________________________, the
_______________________________________ of this Corporation are authorized to
execute, in the name and on behalf of this Corporation, and deliver the Eighth
Amendment to the Administrative Bank and the Banks, and any promissory note or
other instrument, document or agreement to required by the Administrative Bank
or any Bank in connection with such Eighth Amendment, substantially in the form
reviewed by the directors, except for such changes, additions or deletions as
such authorized officer(s) shall deem proper; execution by such authorized
officer(s) of the Eighth Amendment and related documents to be conclusive
evidence that such authorized officer(s) deem(s) all of the terms and provisions
thereof to be proper (the executed Eighth Amendment being the "Amendment");

     FURTHER RESOLVED, that each such authorized officer of this Corporation be
and hereby is authorized to take such action from time to time on behalf of this
Corporation as he/she may deem necessary, advisable or proper in order to carry
out and perform the obligations of this Corporation under the Credit Agreement
as amended by the Amendment and all related instruments, documents and
agreements;

     FURTHER RESOLVED, that all authority conferred by these resolutions shall
be deemed retroactive and any and all acts authorized hereunder performed prior
to the adoption of these resolutions are hereby ratified, affirmed, adopted and
approved;

     FURTHER RESOLVED, that the ___________ Secretary or any other officer of
this Corporation are authorized to certify to the Administrative Bank and the
Banks a copy of these resolutions and the names and signatures of this
Corporation's officers or employees hereby authorized to act, and the
Administrative Bank and the Banks are hereby authorized to rely upon such
certificate until formally advised by a like certificate of any change therein,
and is hereby authorized to rely on any such additional certificates.

     I FURTHER CERTIFY THAT the Bylaws and Articles of Incorporation previously
delivered by this Corporation to the Administrative Bank and the Banks have not
been amended, modified or restated after the date of such delivery.


                                       1
<PAGE>

         I FURTHER CERTIFY THAT the following persons have been appointed or
elected and are now acting as officer or employees of said Corporation in the
capacity set before their respective names:

         TITLE                      NAME                      SIGNATURE


-----------------------     -------------------------     ----------------------


-----------------------     -------------------------     ----------------------




     IN WITNESS WHEREOF, I have subscribed my name as
_________________________________________________ Secretary as of the
_______________ day of December, 2000.


                             -------------------------



                                       2