5th Amendment 10/01/96 - Loan And Security Agreement

October 1, 1996
Effective: September 4, 1996


THIS FIFTH 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 100 Federal Street, Boston, Massachusetts, 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 225 Franklin Street, Boston,
Massachusetts 02110;


and


Citizens Bank of Massachusetts, a Massachusetts savings bank
with offices at 55 Summer Street, Boston, Massachusetts 02110


and


ACT Manufacturing, Inc., a Massachusetts corporation with its
principal executive offices at 108 Forest Avenue, Hudson, Massachusetts
01749


in consideration of the mutual covenants contained herein and benefits to be derived herefrom,


WITNESSETH:


1. AGREEMENT TO AMEND
------------------


Provided each of those "Conditions to Amendment" set forth in Section 2, below, is satisfied on or before September 24, 1996, the Loan Agreement shall be amended, as set forth below, such amendment to take effect as of September 4, 1996.


Section 1-1 of the Loan Agreement (Section Preceeding 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 subject Tranche of the Revolving Credit up to the maximum amount of that Lender's Commitment (defined below) applicable to that Tranche. 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, then
aggregate Stated Minus, in ...