exhibit 10. 49 notice of assignment and acceptance august 20, 2002 bank of america, n. a., as administrative agent 335 madison avenue new york, new york attn : james foley manufacturers ’ services limited 300 baker avenue concord, massachusetts # # # - # # # - # # # # attn : sean lannan 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 lowell 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