2ND Amendment To Credit Agreement

Exhibit 10.51


EXECUTION COPY


SECOND AMENDMENT


SECOND AMENDMENT, dated as of December 27, 2000 (this "Amendment"), to
--------- 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
------ Agreement"), among ACT MANUFACTURING, INC., a Massachusetts corporation (the - --------- "Parent Borrower"), the several banks and other financial institutions or --------------- entities from time to time parties thereto (the "Lenders"), CREDIT SUISSE FIRST
------- BOSTON, as syndication agent (in such capacity, the "Syndication Agent"),
----------------- SOCIETE GENERALE, as documentation agent (in such capacity, the "Documentation
------------- Agent") and THE CHASE MANHATTAN BANK, as administrative agent (in such capacity, - ----- the "Administrative Agent").
--------------------


WITNESSETH:
----------


WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Parent Borrower; and


WHEREAS, the Parent Borrower has requested, and, upon this Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement be modified in the manner provided for in this Amendment;


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 used
------------- herein which are defined in the Credit Agreement are used herein as therein defined.


2. Amendments to the Credit Agreement. The Credit Agreement is hereby
---------------------------------- amended as follows:


(a) Amendments to Section 1 of the Credit Agreement.
-----------------------------------------------


(i) Section 1.1 of the Credit Agreement is hereby amended
by adding the following definitions:


" 'Additional Term Commitment': as to any Lender, the obligation
-------------------------- of such Lender, if any, to make an Additional Term Loan to the Borrowers hereunder in a principal amount not to exceed the amount set forth under the heading "Additional Term Commitment"


opposite such Lender's name on Schedule 1.1A. The original aggregate amount of the Additional Term Commitments is $100,000,000."


" 'Additional Term Lender': each Lender that has an Additional
---------------------- Term Commitment or that holds Additional Term Loans."


" 'Additional Term Loan Closing Date': the date on which the
--------------------------------- Additional Term Loans shall be made."


" 'Additional Term Loan Prepayment Amount': as defined in Section
-------------------------------------- 2.9(e)."


" 'Additional Term Loans': as defined in Section 2.1(c)."
---------------------


" 'Additional Term Percentage': as to any Additional Term Lender
-------------------------- at any time, the percentage which such Additional Term Lender's Additional Term Commitment then constitutes of the aggregate amount of Additional Term Commitments.


" 'French Term Percentage': as to any French Term Lender at any
---------------------- time, the percentage which such French Term Lender's French Term Commitment then constitutes of the aggregate amount of French Term Commitments."


" 'Indenture': the indenture pursuant to which the Subordinated
--------- Notes are issued."


" 'Local Thai Term Loans': the term loans to be made by certain
--------------------- local lenders to the Thai Target in respect of the refinancing of the Existing Thai Facilities."


" 'Mandatory Prepayment Date': as defined in Section 2.9(e)."
-------------------------


" 'Prepayment Option Notice': as defined in Section 2.9(e)."
------------------------


" 'Second Amendment Effective Date': the date on which the Second
------------------------------- Amendment, dated as of December 27, 2000, to this Agreement became effective in accordance with its terms."


" 'Subordinated Note Documents': the collective reference to the
--------------------------- Indenture, the Subordinated Notes and all other documents executed in connection therewith."


" 'Subordinated Notes': the unsecured subordinated notes issued
------------------ pursuant to the Indenture."


" 'Thai Term Percentage': as to any Thai Term Lender at any time,
-------------------- the percentage which such Thai Term Lender's Thai Term Commitment then constitutes of the aggregate amount of Thai Term Commitments."


(ii) Section 1.1 of the Credit Agreement is hereby amended
by deleting in its entirety the definition of "Applicable Margin" and
substituting, in lieu thereof, the following:


" 'Applicable Margin': (a) for Alternate Base Rate Loans which
----------------- are (i) Revolving Loans, French Term Loans or Thai Term Loans, 1.50% per annum and (ii) Additional Term Loans, 2.50% per annum and (b) for Eurocurrency Loans which are (i) Revolving Loans, French Term Loans or Thai Term Loans, 2.50% per annum and (ii) Additional Term Loans, 3.50% per annum; provided, that on and
-------- after the date which is six months after the Initial Closing Date, the Applicable Margin with respect to Revolving Loans, French Term Loans and Thai Term Loans will be determined pursuant to the Pricing Grid."


(iii) Section 1.1 of the Credit Agreement is hereby amended
by deleting in its entirety the definition of "Term Commitment" and
substituting, in lieu thereof, the following:


" 'Term Commitment': as to any Lender, the sum of (a) such
--------------- Lender's French Term Commitment, (b) such Lender's Thai Term Commitment and (c) such Lender's Additional Term Commitment."


(iv) Section 1.1 of the Credit Agreement is hereby amended
by deleting in its entirety the definition of "Term Loans" and
substituting, in lieu thereof, the following:


" 'Term Loans': the collective reference to the French Term
---------- Loans, the Thai Term Loans and the Additional Term Loans."


(v) Section 1.1 of the Credit Agreement is hereby amended
by deleting in its entirety the definition of "Thai Term Commitment" and
substituting, in lieu thereof, the following:


" 'Thai Term Commitment': as to any Lender, the obligation of
-------------------- such Lender, if any, to make a Thai Term Loan to the Borrowers hereunder in a principal amount not to exceed the amount set forth under the heading "Thai Term Commitment" opposite such Lender's name on Schedule 1.1A. The original aggregate amount of the Thai Term Commitments is $25,000,000."


(vi) Section 1.1 of the Credit Agreement is hereby amended
by deleting in its entirety the definition of "Subsidiary Borrower" and
substituting, in lieu thereof, the following:


" 'Subsidiary Borrower': Bull Electronics Angers or any entity
------------------- successor thereto."


(vii) Section 1.1 of the Credit Agreement is hereby further
amended by inserting the following sentence after the last sentence of the
definition of "Consolidated EBITDA" therein:


"For purposes of calculating the Consolidated Leverage Ratio, the Senior Secured Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio, each as set forth in Sections 7.1(a), (b) and (c), respectively, Consolidated EBITDA shall be calculated (i) for the period ending December 31, 2000 by multiplying the Consolidated EBITDA for the fiscal quarter then ended by four; (ii) for the period ending March 31, 2001 by adding the Consolidated EBITDA


for the fiscal quarter then ended and for the fiscal quarter ended December 31, 2000 and multiplying such total by two; (iii) for the period ending June 30, 2001 by adding the Consolidated EBITDA for the fiscal quarter then ended and for the fiscal quarters ended March 31, 2001 and December 31, 2000, respectively, and multiplying such total by a fraction the numerator of which is four and the denominator of which is three."


(vii) Section 1.1 of the Credit Agreement is hereby further
amended by inserting the following sentence after the last sentence of the
definition of "Consolidated Interest Expense" therein:


"For purposes of calculating the Consolidated Fixed Charge Coverage Ratio as set forth in Section 7.1(c), Consolidated Interest Expense shall be calculated (i) for the period ending December 31, 2000 by multiplying the Consolidated Interest Expense for the fiscal quarter then ended by four; (ii) for the period ending March 31, 2001 by adding the Consolidated Interest Expense for the fiscal quarter then ended and for the fiscal quarter ended December 31, 2000 and multiplying such total by two; (iii) for the period ending June 30, 2001 by adding the Consolidated Interest Expense for the fiscal quarter then ended and for the fiscal quarters ended March 31, 2001 and December 31, 2000, respectively, and multiplying such total by a fraction the numerator of which is four and the denominator of which is three."


(b) Amendments to Section 2 of the Credit Agreement.
-----------------------------------------------


(i) Section 2.1 of the Credit Agreement is hereby amended
by adding, as Section 2.1(c), the following language after Section 2.1(b)
thereof:


"(c) Subject to the terms and conditions hereof, each Additional Term Lender severally agrees to make a term loan (an "Additional Term Loan") to
-------------------- the Parent Borrower on the Additional Term Loan Closing Date in an amount not to exceed the amount of the Additional Term Commitment of such Lender. The Additional Term Loans may from time to time be Eurocurrency Loans or Alternate Base Rate Loans, as determined by the Parent Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10."


(ii) Section 2 of the Credit Agreement is hereby amended by
deleting in its entirety Section 2.2 and substituting, in lieu thereof, the
following:


"2.2 Procedure for Term Loan Borrowing. The Parent Borrower shall
--------------------------------- give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated French Closing Date, Thai Closing Date or Additional Term Loan Closing Date, as the case may be) requesting that the Term Lenders make the Term Loans on the French Closing Date, the Thai Closing Date or the Additional Term Loan Closing Date, as the case may be, and specifying the amount to be borrowed. The Term Loans made on each of the French Closing Date, the Thai Closing Date and the Additional Term Loan Closing Date shall initially be Alternate Base Rate Loans and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Term Loan may be converted into or continued as a Eurocurrency Loan having an Interest Period in excess of one month prior to the date that is 60 days after the French Closing Date, the Thai Closing Date or the Additional Term Loan Closing Date, as the case may be. Upon receipt of


such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the French Closing Date, the Thai Closing Date or the Additional Term Loan Closing Date, as the case may be, each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Parent Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds."


(iii) Section 2 of the Credit Agreement is hereby amended by
deleting in its entirety Section 2.3 and substituting, in lieu thereof, the
following:


"2.3 Repayment of Term Loans. (a) The French Term Loans of each French
-----------------------
Term Lender shall mature in 19 consecutive quarterly installments,
commencing on December 31, 2000, and ending on the date that is five years
after the Initial Closing Date in an aggregate amount for each of which
shall be in an amount equal to such Lender's French Term Percentage
multiplied by the aggregate amount of French Term Commitments, multiplied
by the percentage set forth below opposite such installment:


Installment: Principal Percentage Amount:
----------- ---------------------------


December 31, 2000 3% of French Term Loans
March 31, 2001 3% of French Term Loans
June 30, 2001 3% of French Term Loans
September 30, 2001 4% of French Term Loans
December 31, 2001 4% of French Term Loans
March 31, 2002 4% of French Term Loans
June 30, 2002 4% of French Term Loans
September 30, 2002 5% of French Term Loans
December 31, 2002 5% of French Term Loans
March 31, 2003 5% of French Term Loans
June 30, 2003 5% of French Term Loans
September 30, 2003 6.25% of French Term Loans
December 31, 2 ...