--------- The Credit Agreement

Exhibit 10.1


EXECUTION COPY


FIRST AMENDMENT


FIRST AMENDMENT, dated as of September 26, 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").
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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
------------- 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
----------------------------------------------- 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
-----------------
forth in Section 5.3 shall have been satisfied, which date shall be no
later than December 29, 2000."


2


3. Amendments to Section 5 of the Credit Agreement. The initial clause of
----------------------------------------------- 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
----------------------------------------------- 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
------------- "Amendment Effective Date") on which the following conditions precedent shall ------------------------ have been satisfied or waived:


A. This Amendment shall have been executed by the Parent Borrower, the Administrative Agent and the R ...