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Exhibit 10.1
EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT, dated as of September 26, 2000 (this "Amendment"), to
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the Credit Agreement, dated as of June 29, 2000 (as the same may be further
amended, supplemented or otherwise modified from time to time, the "Credit
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Agreement"), among ACT MANUFACTURING, INC., a Massachusetts corporation (the
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"Parent Borrower"), the several banks and other financial institutions or
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entities from time to time parties thereto (the "Lenders"), CREDIT SUISSE FIRST
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BOSTON, as syndication agent (in such capacity, the "Syndication Agent"),
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SOCIETE GENERALE, as documentation agent (in such capacity, the "Documentation
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Agent") and THE CHASE MANHATTAN BANK, as administrative agent (in such capacity,
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the "Administrative Agent").
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W I T N E S S E T H:
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WHEREAS, the Parent Borrower, the Lenders, the Syndication Agent, the
Documentation Agent and the Administrative Agent are parties to the Credit
Agreement; and
WHEREAS, the parties hereto wish to amend certain provisions of the
Credit Agreement on the terms set forth herein;
NOW THEREFORE, in consideration of the premises herein contained and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
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used herein which are defined in the Credit Agreement are used herein as therein
defined.
2. Amendments to Section 1 of the Credit Agreement. Section 1.1 of the
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Credit Agreement is hereby amended by deleting the definition of "Thai Closing
Date" in its entirety and substituting, in lieu thereof, the following:
"'Thai Closing Date': the date on which the conditions precedent set
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forth in Section 5.3 shall have been satisfied, which date shall be no
later than December 29, 2000."
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3. Amendments to Section 5 of the Credit Agreement. The initial clause of
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Section 5.3 of the Credit Agreement is hereby amended by deleting such initial
clause in its entirety and substituting, in lieu thereof, the following:
"5.3 Conditions to Thai Term Loans. The agreement of each Lender to
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make the Thai Term Loans is subject to the satisfaction, prior to or
concurrently with the making of such extension of credit on the Thai
Closing Date (but in any event no later than December 29, 2000), of the
following conditions precedent:"
4. Amendments to Section 6 of the Credit Agreement. Section 6.9 of the
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Credit Agreement is hereby amended by deleting such Section in its entirety and
substituting, in lieu thereof, the following:
"6.9 Interest Rate Protection. In the case of the Parent Borrower, no
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later than December 29, 2000, enter into, and thereafter maintain, Hedge
Agreements to the extent necessary to provide that at least the aggregate
principal amount of the Term Loans is subject to either a fixed interest
rate or interest rate protection for a period of not less than three years,
which Hedge Agreements shall have terms and conditions reasonably
satisfactory to the Administrative Agent."
5. Effectiveness. This Amendment shall become effective on the date (the
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"Amendment Effective Date") on which the following conditions precedent shall
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have been satisfied or waived:
A. This Amendment shall have been executed by the Parent Borrower,
the Administrative Agent and the Required Lenders in accordance with the terms
of the Credit Agreement.
B. No Default or Event of Default shall have occurred and be
continuing on the Amendment Effective Date after giving effect to this
Amendment.
6. Representations and Warranties. The Parent Borrower hereby represents
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and warrants to the Administrative Agent and to each Lender party to the Credit
Agreement that each of the representations and warranties made by each Loan
Party in or pursuant to the Loan Documents shall be, after giving effect to this
Amendment, true and correct as if made on and as of the date hereof.
7. Continuing Effect of Credit Agreement. Except as expressly amended
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hereby, the provisions of the Credit Agreement are and shall remain in full
force and effect.
8. Counterparts. This Amendment may be executed in any number of
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counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.
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9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
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INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
10. Expenses. The Parent Borrower agrees to pay or reimburse the
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Administrative Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation and execution of this
Amendment, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their duly authorized officers as of the date first
written above.
ACT MANUFACTURING, INC.
By: /s/ John A. Pino
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Name: John A. Pino
Title: President
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ James M. Dailey
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Name: James M. Dailey
Title: Vice President
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CITICORP, USA, INC.
By: /s/ Suzanne Crymes
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Name: Suzanne Crymes
Title: Vice President
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CREDIT SUISSE FIRST BOSTON
By: /s/ Robert Hetu
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Name: Robert Hetu
Title: Vice President
By: /s/ Mark Heron
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Name: Mark Heron
Title: Assistant Vice President
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DEBIS FINANCIAL SERVICES, INC.
By: /s/ James M. Vandervalk
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Name: James M. Vandervalk
Title: President, Asset Based Lending Div.
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FIRSTAR BANK, N.A.
By: /s/ Derek S. Roudebush
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Name: Derek S. Roudebush
Title: Vice President
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FLEET CAPITAL CORPORATION
By: /s/ Mark Schafer
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Name: Mark Schafer
Title: Vice President
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GMAC COMMERCIAL CREDIT LLC
By: /s/ Daniel J. Murray
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Name: Daniel J. Murray
Title: JVP
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HARRIS TRUST AND SAVINGS BANK
By: /s/ Kirby M. Law
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Name: Kirby M. Law
Title: Vice President
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IBJ WHITEHALL BUSINESS CREDIT
CORPORATION
By: /s/ Bruce Kasper
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Name: Bruce Kasper
Title: Vice President
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NATIONAL BANK OF CANADA
By: /s/ Keith Broyles
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Name: Keith Broyles
Title: Vice President & Mgr.
By: /s/ Leonard J. Pollecchia
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Name: Leonard J. Pollecchia
Title: Vice President
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THE PROVIDENT BANK
By: /s/ Jose V. Garde
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Name: Jose V. Garde
Title: Vice President
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SOCIETE GENERALE
By: /s/ Cynthia A. Jay
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Name: Cynthia A. Jay
Title: Managing Director
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SOVEREIGN BANK
By: /s/ Joseph Becker
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Name: Joseph Becker
Title: S.V.P
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SUMMIT BANK
By: /s/ Charles E. Kirschner
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Name: Charles E. Kirschner
Title: Vice President
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The undersigned Loan Parties do hereby consent and agree to the
foregoing Amendment and acknowledge and agree that (i) all obligations of the
Parent Borrower under the Credit Agreement, as amended by the foregoing
Amendment, are Obligations which are secured and guaranteed by the Security
Documents to which each is a party, (ii) all references to the Credit Agreement
in the Security Documents refer to the Credit Agreement, as amended from time to
time (including pursuant to the foregoing Amendment) and (iii) all references to
Loans in the Security Documents refer to the Loans under the Credit Agreement,
as amended by the foregoing Amendment.
ACT MANUFACTURING SECURITIES CORPORATION
By: /s/ John A. Pino
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Name: John A. Pino
Title: President
ACT MANUFACTURING US HOLDINGS, LLC
By: /s/ John A. Pino
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Name: John A. Pino
Title: President, CEO & Chairman
CMC INDUSTRIES, INC.
By: /s/ John A. Pino
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Name: John A. Pino
Title: President
