NOTICE OF ASSIGNMENT AND ACCEPTANCE

EXHIBIT 10.49

NOTICE OF ASSIGNMENT AND ACCEPTANCE

August 20, 2002

Bank of America, N.A., as Administrative Agent

000 Xxxxxxx Xxxxxx

New York, New York

Attn: Xxxxx Xxxxx

Manufacturers’ Services Limited

000 Xxxxx Xxxxxx

Concord, Massachusetts 01742-2121

Attn: Xxxx Xxxxxx

Re:  Manufacturers’ Services Limited

Ladies and Gentlemen:

We refer to the Credit Agreement, dated as of June 20, 2002 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), made by and among Manufacturers’ 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 Xxxxxx Operations, Inc., a Delaware corporation (“MSLLO”), and MSL Midwest Operations, Inc., a Delaware corporation (“MSLMO”; and together with the Parent, MSSLCO, MSWUSO, MSCUSO and MSLLO, each a “Borrower” and collectively, the “Borrowers”), the guarantors named therein, the Lenders, Bank of America, N.A., as administrative agent, Credit Suisse First Boston, Cayman Islands Branch, as syndication agent, General Electric Capital Corporation, as documentation agent, and Banc of America Securities LLC and Credit Suisse First Boston, Cayman Islands Branch, as co-book managers and co-lead arrangers.  Terms defined in the Credit Agreement and defined herein are used herein as therein defined.

1.             We hereby give you notice of, and request the consent of the Administrative Agent and the Parent to, the assignment pursuant to the Assignment 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 the Assignor in and to the Credit Agreement (including the right, title and interest of the Assignor in and to the Revolving Credit Commitment of the Assignor and each of the

outstanding Revolving Loans and L/C Obligations (as defined in the Assignment and Acceptance) of the Assignor).

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

3.             The following administrative details apply to the Assignee:

(A)	Notice Address:
		000 X. Xxxxxxxxx Xxxx, Xxxxx 000
		Schaumburg, IL 30173-3854
	Assignee name: Orix Financial Services, Inc.
	Address:	000 X. Xxxxxxxxx Xxxx, Xxxxx 000
		Schaumburg, IL 30173-3854
	Attention: Xxxxx Xxxxxx
	Telephone:  (000) 000-0000
	Telecopier:  (000) 000-0000
	Telex (Answerback):
(B)	Payment Instructions:
	Account No.:		050-2481
	ABA:		000000000
	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 the Assignment and Acceptance.

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

2

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Notice of Assignment and Acceptance to be executed by their respective duly authorized officials, officers or agents as of the date first above mentioned.

	Very truly yours,
	BANK OF AMERICA, N.A.
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Account Officer
	ORIX FINANCIAL SERVICES, INC.
	By:	/s/ Xxxxxxx X. Xxx
		Name: XXXXXXX X. XXX
		Title:    SVP

ACKNOWLEDGED AND ASSIGNMENT CONSENTED TO:
Bank of America, N.A., as Administrative Agent
By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Account Officer
Manufacturers’ Services Limited
By:	/s/ Xxxx Xxxxxx
	Name: Xxxx Xxxxxx
	Title: VP, Treasurer

3