Exhibit 10.3
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THIRD AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
156575.1
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July 1, 1996
THIS THIRD AMENDMENT IS made to the Amended and Restated Loan and Security
Agreement (the "Loan Agreement"), which Amended and Restated Loan and Security
Agreement took effect on April 6, 1995 as an amendment and restatement of the
December 16, 1994 Loan and Security Agreement made between
The First National Bank of Boston, a national banking association
with offices at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, as agent for the
ratable benefit of the "Lenders" being:
The First National Bank of Boston;
and
State Street Bank and Trust Company, a Massachusetts trust
company with offices at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000;
and
Citizens Bank of Massachusetts, a Massachusetts savings bank
with offices at 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
and
ACT Manufacturing, Inc., a Massachusetts corporation with its
principal executive offices at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000
in consideration of the mutual covenants contained herein and benefits to be
derived herefrom,
WITNESSETH:
1.. AGREEMENT TO AMEND
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Provided each of those "Conditions to Amendment" set forth in Section 2,
below, is satisfied on or before ................., 1996, the Loan Agreement
shall be amended, as set forth below, such amendment to take effect as of
.................... 1996.
Section 1-1(b) of the Loan Agreement (Definition of "Loan Cap") is amended
to read as follows:
"Loan Cap": $28,000,000.00 Minus the then aggregate Stated Amount of all
L/C's.
Article 3 is amended by the amendment of the following definitions,
included therein, to read as follows:
"Commitment and Commitment Percentage": the following amounts and
Percentages during the periods indicated:
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REVOLVING CREDIT:
COMMITMENTS AND PERCENTAGE COMMITMENTS
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LENDER
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DOLLAR COMMITMENT COMMITMENT
TO PERCENTAGE OF
REVOLVING CREDIT REVOLVING CREDIT
LOANS LOANS
($ MILLIONS)/*/
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THE FIRST NATIONAL 16.8 60 %
BANK OF BOSTON
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CITIZENS 5.6 20
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STATE STREET 5.6 20
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TOTALS.............. $28.0 100 %
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"Termination Date": February 28, 1998.
EXHIBIT 9-11 (Net Worth Requirement) of the Loan Agreement is amended
to read as follows:
1. Net Worth: The Borrower's Net Worth shall not be less than the
following on the date indicated:
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Date Minimum Net Worth
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December 31, 1994 $ 6,000,000.00
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Immediately after IPO 28,000,000.00
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September 30, 1995 to May 31, 1996 31,414,000.00
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June 1, 1996 and thereafter 35,000,000.00
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2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT
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The within Amendment shall be effective if each of the following
conditions is satisfied on or before ........................, 1996 and on the
date on which such amendment is to take effect, no Suspension Event (as defined
in the Loan Agreement) is extant:
(a) Receipt by the Agent of a Certificate setting forth the text
of the resolutions adopted by the Directors of the Borrower authoritizing the
Borrower's execution of the within Amendment, and attesting to the authority of
the persons who executed the within Amendment on behalf of the Borrower.
(b) Receipt by the Agent of a Certificate, executed by the
Borrower's President and its Chief Financial Officer, respectively confirming
that no Suspension Event is then extant.
(c) Receipt by the Agent of an opinion of counsel to the Borrower
as to the due execution and effectiveness of the within Amendment (which opinion
is subject only to the same qualifications as had been included in the opinion
delivered by that counsel at the initial execution of the Loan Agreement).
The Borrower hereby represents that, at the execution of the within
Agreement, no Suspension Event has occurred.
Except as amended hereby, or by the First or the Second Amendment to the
Loan Agreement, all terms and conditions of the Loan Agreement shall remain in
full force and effect.
ACT MANUFACTURING, INC.
(The "Borrower")
By /s/ Xxxxxxxx X. Xxxxxxxx
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Its Chief Financial Officer
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THE FIRST NATIONAL BANK OF BOSTON
("Agent")
By /s/ Xxxxxx Xxxxx
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Its Vice President
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The "Lenders"
THE FIRST NATIONAL BANK OF BOSTON STATE STREET BANK AND TRUST COMPANY
By /s/ Xxxxxx Xxxxx By /s/ F. Xxxxxx Xxxxx
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Its Vice President Its Vice President
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CITIZENS BANK OF MASSACHUSETTS
By /s/ Xxxxxxx Xxxxxxxx
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Its Senior Vice President
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