Interest Rate Swap Confirmation Agreement between The Chase Manhattan Bank and ACT Manufacturing, Inc. (June 29, 2001)

Summary

This agreement is between The Chase Manhattan Bank and ACT Manufacturing, Inc. It confirms the terms of an interest rate swap transaction, where ACT Manufacturing pays a fixed interest rate and Chase pays a floating rate based on USD LIBOR. The notional amount decreases over time, and payments are exchanged quarterly from June 29, 2001, to June 30, 2005. The agreement outlines payment schedules, calculation methods, and the responsibilities of each party, and is governed by the terms of a prior ISDA Master Agreement.

EX-10.3 5 dex103.txt INTEREST RATE SWAP AGREEMENT DATED JUNE 29, 2001 EXHIBIT 10.3 [LOGO] THE CHASE MANHATTAN BANK C/O Global Derivatives Operations 4 Chase Metrotech Center, 17th Floor Brooklyn, New York 11245 INTEREST RATE SWAP CONFIRMATION ------------------------------- TO: ACT MANUFACTURING, INC. HUDSON, MASSACHUSETTS FAX ###-###-#### ATTN: Swap Operations FAX: 1 ###-###-#### DATE: 22 June 2001 RE: Transaction Reference No. 0002677660 / 58364005 The purpose of this letter agreement is to set forth the terms and conditions of the Swap Transaction entered into between us on the Trade Date specified below (the "Swap Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. 1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 14 October 1998, as amended and supplemented from time to time (the "Agreement"), between The Chase Manhattan Bank ("Chase") and Act Manufacturing, Inc., Hudson, Massachusetts ("Counterparty"). All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below. 2. The terms of the particular Swap Transaction to which this Confirmation relates are as follows: NOTIONAL AMOUNTS: For any Calculation Period, the amount set forth opposite the Scheduled first day of such Calculation Period as set forth in the Schedule below: - -------------------------------------------------------------------------------- START DATE MATURITY DATE CURRENCY AMOUNT - -------------------------------------------------------------------------------- 29 June 2001 28 September 2001 USD 91,000,000.00 28 September 2001 31 December 2001 USD 87,000,000.00 31 December 2001 28 March 2002 USD 83,000,000.00 - -------------------------------------------------------------------------------- Confirmation - Swap Transaction - -------------------------------------------------------------------------------- START DATE MATURITY DATE CURRENCY AMOUNT - -------------------------------------------------------------------------------- 28 March 2002 28 June 2002 USD 79,000,000.00 - -------------------------------------------------------------------------------- 28 June 2002 30 September 2002 USD 75,000,000.00 - -------------------------------------------------------------------------------- 30 September 2002 31 December 2002 USD 70,000,000.00 - -------------------------------------------------------------------------------- 31 December 2002 31 March 2003 USD 65,000,000.00 - -------------------------------------------------------------------------------- 31 March 2003 30 June 2003 USD 60,000,000.00 - -------------------------------------------------------------------------------- 30 June 2003 30 September 2003 USD 55,000,000.00 - -------------------------------------------------------------------------------- 30 September 2003 31 December 2003 USD 48,750,000.00 - -------------------------------------------------------------------------------- 31 December 2003 31 Mach 2004 USD 42,500,000.00 - -------------------------------------------------------------------------------- 31 March 2004 30 June 2004 USD 36,250,000.00 - -------------------------------------------------------------------------------- 30 June 2004 30 September 2004 USD 30,000,000.00 - -------------------------------------------------------------------------------- 30 September 2004 31 December 2004 USD 22,500,000.00 - -------------------------------------------------------------------------------- 31 December 2004 31 March 2005 USD 15,000,000.00 - -------------------------------------------------------------------------------- 31 March 2005 30 June 2005 USD 7,500,000.00 - -------------------------------------------------------------------------------- TRADE DATE: 21 June 2001 EFFECTIVE DATE: 29 June 2001 TERMINATION DATE: 30 June 2005, subject to adjustment in accordance with the Modified Following Business Day Convention. FIXED AMOUNTS: - -------------- FIXED RATE PAYER: COUNTERPARTY FIXED RATE PAYER PAYMENT DATES: The last Business Day of each September, December, March, June of each year commencing with 30 September 2001 and ending with, and including, the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. FIXED RATE: 4.940000 percent FIXED RATE DAY COUNT FRACTION: Actual/ 360 Confirmation - Swap Transaction BUSINESS DAYS: London, New York FLOATING AMOUNTS: ---------------- FLOATING RATE PAYER: CHASE FLOATING RATE PAYER PAYMENT DATES: The last Business Day of each September, December, March, June of each year commencing with 30 September 2001 and ending with, and including, the Termination Date, subject to adjustments in accordance with the Modified Following Business Day Convention. FLOATING RATE FOR INITIAL CALCULATION PERIOD: TO BE DETERMINED FLOATING RATE OPTION: USD - LIBOR - BBA SPREAD: None DESIGNATED MATURITY: 3 Months RESET DATES: The first day of each Calculation Period. COMPOUNDING: Not applicable FLOATING RATE DAY COUNT FRACTION: Actual/360 BUSINESS DAYS: London, New York CALCULATION AGENT: Chase, unless otherwise specified in the Agreement. 3. ACCOUNT DETAILS PAYMENTS TO CHASE: CHASE MANHATTAN BANK, NEW YORK, FED ABA 021-000-021, A/C# 900-9-001364 PAYMENTS TO COUNTERPARTY: To be Advised Confirmation - Swap Transaction 4. Office, address and telephone number for Notices in connection with this Swap Transaction. (a) COUNTERPARTY: its Office in MASSACHUSETTS FAX ###-###-#### (b) CHASE: its head Office in New York c/o Global Derivatives Operations 4 Chase Metrotech Center, 17th Floor Brooklyn, New York 11245 5. DOCUMENTS TO BE DELIVERED Each party shall deliver to the other, at the time of its execution of this Confirmation, evidence of the incumbency and specimen signature of the person(s) executing this Confirmation, unless such evidence has been previously supplied and remains true and in effect. 6. RELATIONSHIP BETWEEN PARTIES Each party will be deemed to represent to the other party on the date on which it enters into a Swap Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Swap Transaction): (a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Swap Transaction and as to whether that Swap Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Swap Transaction; it being understood that information and explanations related to the terms and conditions of a Swap Transaction shall not be considered investment advice or a recommendation to enter into that Swap Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Swap Transaction. (b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Swap Transaction. It is capable of assuming, and assumes the risks of that Swap Transaction. (c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Swap Transaction. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us. Yours sincerely, Confirmation - Swap Transaction THE CHASE MANHATTAN BANK By : /s/ Deborah Hooper --------------------------- Name: Deborah Hooper Title: Vice President Confirmed as of the date first above written: ACT MANUFACTURING INC., HUDSON, MASSACHUSETTS By: /s/ Christopher L. Gorgone - ------------------------------ Name: Christopher L. Gorgone Title: Treasurer