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SIXTH AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
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November 8, 1996
Effective: November 4, 1996
THIS SIXTH 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:
O. 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 November 8, 1996, the Loan Agreement shall
be amended, as set forth below, such amendment to take effect as of November 4,
1996.
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SECTION 1-1 of the Loan Agreement (Section Preceding Section 1-1(a) is
amended to read as follows:
The Lenders hereby severally (and not jointly) establish a revolving
line of credit (hereinafter, the "REVOLVING CREDIT") in the Borrower's favor
pursuant to which each Lender, subject to, and in accordance with, the within
Agreement, and acting through the Agent, shall make loans and advances (each, a
"REVOLVING CREDIT LOAN") to and for the account of the Borrower as provided
herein, in each instance equal to that Lender's Commitment Percentage (defined
below) of the Revolving Credit up to the maximum amount of that Lender's
Commitment (defined below). The amount of the Revolving Credit shall be
determined by the Agent by reference to Availability (as defined below), as
determined by the Agent from time to time hereafter. All loans made by the
Lenders under this Agreement, and all of the Borrower's other Liabilities (as
defined below) to the Lenders under or pursuant to this Agreement, are payable
as provided herein.
SECTION 1-1(D) of the Loan Agreement (Definition of "Loan Cap") is
amended to read as follows:
"LOAN CAP": The following amount between the dates indicated Minus, in
each instance, the then aggregate Stated Amount of all L/C's:
From To Loan Cap
September 4, 1996 October 18, 1996 $32,000,000.00
October 19, 1996 November 3, 1996 $28,000,000.00
November 4, 1996 February 28, 1997 $33,000,000.00
Xxxxx 0, 0000 Xxxxxxxxxxx $28,000,000.00
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SECTION 1-8 of the Loan Agreement is amended by the deletion of
Section (e) thereof.
ARTICLE 3 (Definitions of "Commitment" and "Commitment Percentage")
are amended to read as follows:
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"COMMITMENT and COMMITMENT PERCENTAGE": the following amounts and Percentages:
REVOLVING CREDIT:
COMMITMENTS AND PERCENTAGE COMMITMENTS
===========================================================================================
LENDER
COMMITMENT PERCENTAGE
DOLLAR COMMITMENT TO REVOLVING OF REVOLVING
CREDIT LOANS ($ MILLIONS) CREDIT LOANS
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Through March 1, 1997 to
February 28, 1997 Termination Date
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THE FIRST 19.8 16.8 60%
NATIONAL
BANK OF
BOSTON
STATE STREET 6.6 5.6 20%
CITIZENS 6.6 5.6 20%
===========================================================================================
TOTALS...... $33.0 $28.0 100%
===========================================================================================
EXHIBIT 9-11 (CAPITAL EXPENDITURE LIMITATION) of the Loan Agreement is amended
to read as follows:
3. CAPITAL EXPENDITURES: The Borrower will not permit its aggregate
Capital Expenditures to exceed the following for the periods indicated:
October 30, 1994 to
September 30, 1995 : $ 8,750,000.00
October 1, 1995 to
February 28, 1997 : 15,000,000.00
March 1, 1997 to
Termination Date : The aggregate of (a) plus (b), where:
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(a) is $8,750,000.00
(b) is the greater of zero or:
(i) $ 15,000,000.00
Minus
(ii) Capital Expenditures for the
period October 1, 1995 to
February 28, 1997.
0. 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 November 8, 1996 and on the date on which such
amendment is to take effect, no Suspension Event (as defined in the Loan
Agreement) is extant:
() Receipt by the Agent of a Certificate setting forth the text of
the resolutions adopted by the Directors of the Borrower authorizing 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.
(a) 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.
(b) 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).
(c) Receipt by the Agent of an Amendment Fee of $10,000.00, which
fee, the Agent shall distribute to the Lenders in accordance with the terms of
the Agency Agreement, as amended, between the Lenders, on the one hand, and the
Agent, on the other.
The Borrower hereby represents that, at the execution of the within
Agreement, no Suspension Event has occurred.
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Except as amended hereby, or by the First, Second, Third, Fourth, and Fifth
Amendments 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
Its: Chief Financial Officer
THE FIRST NATIONAL BANK OF BOSTON
("AGENT")
By: /s/ Xxxxxx X. Xxxxx
Its: Director
The "LENDERS"
THE FIRST NATIONAL BANK STATE STREET BANK
OF BOSTON AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxx By: /s/ F. Xxxxxx Xxxxx
Its: Director Its: Vice President
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxx Xxxxxx Van Nest
Its: Vice President
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