**Exhibit 10.23****AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT AND CONSENT**     THIS AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”) is made andentered into as of February 2, 2006, by and among **ARTESYN TECHNOLOGIES, INC.,**a Floridacorporation (“Technologies”); **ARTESYN NORTH AMERICA, INC.**, a Delaware corporation (“NorthAmerica”); **ARTESYN COMMUNICATION PRODUCTS, INC.,**a Wisconsin corporation (“Communication Products”;Technologies, North America and Communication Products are hereinafter referred to collectively as“Borrowers” and individually as a “Borrower”); **ARTESYN ASSET MANAGEMENT, INC.**, a Delawarecorporation (“AAM”); **ARTESYN DELAWARE, INC.**, a Delaware corporation (“ADI”); **ARTESYN DELAWARE, LLC**,a Delaware limited liability company (“Artesyn LLC”; AAM, ADI and Artesyn LLC are hereinafterreferred to collectively as “Guarantors” and individually as a “Guarantor”); and **BANK OF AMERICA,N.A.**, a national banking association and successor in interest to Fleet Capital Corporation(together with its successors and assigns, “Lender”).**Recitals****:**     Fleet Capital Corporation, a Rhode Island corporation (“Fleet”) and Borrowers are parties tothat certain Loan and Security Agreement dated March 28, 2003, as amended by that certain LetterAmendment dated April 30, 2003, and that certain Amendment No. 2 to Loan and Security Agreement andConsent dated August 13, 2003 (as at any time amended, restated, modified or supplemented, the“Loan Agreement”) pursuant to which Fleet has made certain revolving credit and term loans toBorrower.     Prior to the date hereof, Fleet has assigned the Loan Agreement, all of the other LoanDocuments, and all of the Obligations thereunder, to Bank of America, N.A.     The parties desire to amend the Loan Agreement as hereinafter set forth.     NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuableconsideration, the receipt and sufficiency of which are hereby severally acknowledged, the partieshereto, intending to be legally bound hereby, agree as follows:     **1. ****Definitions****.**All capitalized terms used in this Amendment, unless otherwisedefined herein, shall have the meaning ascribed to such terms in the Loan Agreement.     **2. ****Amendment to Loan Agreement and Other Loan Documents**. The terms anddefinitions “Fleet Capital Corporation”, “Fleet”, “Secured Party” and “Lender” used in the LoanAgreement and each of the other Loan Documents are hereby amended to mean and refer to Bank ofAmerica, N.A., a national banking association, whose mailing address is 300 Galleria Parkway, Suite800, Atlanta, Georgia 30339, as successor to Fleet Capital Corporation. All references in the LoanAgreement and the other Loan Documents to “Fleet Capital Corporation”, “Fleet”, “Secured Party” and“Lender” shall be deemed to refer to Bank of America, N.A.     **3. ****Amendments to Loan Agreement****.**The Loan Agreement is hereby amended as follows,with such amendments applying retroactively as of September 30, 2005:
 

 
     (a) By deleting Section 1.3 of the Loan Agreement in its entirety and by substitutingin lieu thereof the following:     **1.3.****LC Facility****.**     1.3.1. Issuance of Letters of Credit. Subject to all of theterms and conditions hereof, Lender agrees to establish the LC Facilitypursuant to which, during the period from the date hereof to (but excluding)the 15th day prior to the last day of the Term, and provided no Default orEvent of Default exists, Lender shall issue one or more Letters of Credit onBorrowers’ request therefor from time to time, subject to the followingterms and conditions:     (i) Borrowers acknowledge that Lender’s willingness to issue anyLetter of Credit is conditioned upon Lender’s receipt of (A) an LCApplication with respect to the requested Letter of Credit and (B)such other instruments and agreements as Lender may customarilyrequire for the issuance of a letter of credit of equivalent type andamount as the requested Letter of Credit. Lender shall have noobligation to issue any Letter of Credit unless (x) Lender receivesan LC Request and LC Application at least 3 Business Days prior tothe date of issuance of a Letter of Credit, and (y) each of the LCConditions is satisfied on the date of Lender’s receipt of the LCRequest and at the time of the requested issuance of a Letter ofCredit. Any Letter of Credit issued on the Closing Date shall be foran amount in Dollars that is greater than $250,000.     (ii) Letters of Credit may be requested by Borrowers only ifthey are used (a) to support obligations of Borrowers incurred eitherin the Ordinary Course of Business or as otherwise permitted by thisAgreement, on a standby or documentary basis, or (b) for such otherpurposes as Lender may approve from time to time in writing.     (iii) Borrowers shall comply with all of the terms andconditions imposed on Borrowers by Lender that are contained in anyLC Application or in any other agreement customarily or reasonablyrequired by Lender in connection with the issuance of any Letter ofCredit. If Lender shall honor any request for payment under a Letterof Credit, Borrowers shall be jointly and severally obligated to payto Lender, in Dollars on the first Business Day following the date onwhich payment was made by Lender (the “Reimbursement Date”), anamount equal to the amount paid by Lender under such Letter of Credit(or, if payment thereunder was made by Lender in a currency otherthan Dollars, an amount equal to the Dollar equivalent of suchcurrency, as determined by Lender, as of the time of Lender’s paymentunder such Letter of Credit, in each case), together with interestfrom and after the Reimbursement Date until payment in full is madeby
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Borrowers at the Default Rate for Revolver Loans constituting BaseRate Loans. Until Lender has received payment from Borrowers inaccordance with the foregoing provisions of this clause (iii),Lender, in addition to all of its other rights and remedies under thisAgreement and any LC Application, shall be fully subrogated to therights and remedies of each beneficiary under such Letter of Creditwhose claims against Borrowers have been discharged with the proceedsof such Letter of Credit. Whether or not Borrowers submit any Noticeof Borrowing to Lender, Borrowers shall be deemed to have requestedfrom Lender a Borrowing of Base Rate Loans in an amount necessary topay to Lender all amounts due Lender on any Reimbursement Date, andwhether or not any Default of Event of Default has occurred orexists, the Revolver Commitment has been terminated, the funding ofthe Borrowing deemed requested by Borrowers would result in, orincrease the amount of, any Out-of-Formula Condition or any of theconditions set forth in **Section 10**hereof are not satisfied.     (iv) Borrowers assume all risks of the acts, omissions ormisuses of any Letter of Credit by the beneficiary thereof. Theobligation of Borrowers to reimburse Lender for any payment made byLender under a Letter of Credit shall be absolute, unconditional,irrevocable and joint and several and shall be paid without regard toany lack of validity or enforceability of any Letter of Credit or theexistence of any claim, setoff, defense or other right whichBorrowers may have at any time against a beneficiary of any Letter ofCredit. In connection with the issuance of any documentary Letter ofCredit, Lender shall not be responsible for the existence, character,quality, quantity, condition, packing, value or delivery of any Goodspurported to be represented by any documents; any differences orvariation in the character, quality, quantity, condition, packing,value or delivery of any goods from that expressed in the documents;the form, validity, sufficiency, accuracy, genuineness or legaleffect of any documents or of any endorsements thereon, even if suchdocuments should in fact prove to be in any or all respects invalid,insufficient, fraudulent or forged; the time, place, manner or orderin which shipment of Goods is made; partial or incomplete shipmentof, or failure or omission to ship, any or all of the goods referredto in a documentary Letter of Credit or documents applicable thereto;any deviation from instructions, delay, default or fraud by theshipper and/or any Person in connection with any goods or anyshipping or delivery thereof; any breach of contract between theshipper or vendors and a Borrower; errors, omissions, interruptionsor delays in transmission or delivery of any messages, by mail,cable, telegraph, telex or otherwise, whether or not they be incipher, unless such errors, omissions, interruptions or delays arethe result of the gross negligence or willful misconduct of Lender;errors in interpretation of technical terms; the misapplication bythe beneficiary of any Letter of Credit of the proceeds of any
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drawing under such Letter of Credit; or any consequences arising fromcauses beyond the control of Lender, including any act or omission(whether rightful or wrongful) of any present or future GovernmentalAuthority. The rights, remedies, powers and privileges of Lenderunder this Agreement with respect to Letters of Credit shallbe in addition to, and cumulative with, all rights, remedies,powers and privileges of Lender under any of the LC Documents.Nothing herein shall be deemed to release Lender from any liabilityor obligation that it may have in respect to any Letter of Creditarising out of and directly resulting from its own gross negligenceor willful misconduct.     (v) No Letter of Credit shall be extended or amended in anyrespect that is not solely ministerial, unless all of the LCConditions are met as though a new Letter of Credit were beingrequested and issued.     (vi) Unless otherwise provided in any of the LC Documents, eachLC Application and each standby Letter of Credit shall be subject tothe Uniform Customs and Practice for Documentary Credits (1993Revision), International Chamber of Commerce No. 500, and anyamendments or revisions thereto.     (vii) From and after December 1, 2005, all Existing Letters ofCredit outstanding on such date shall be deemed to be issued byLender and to constitute Letters of Credit under this Agreement andall amounts due and payable by any Obligor by reason of any paymentthat is made by Lender under an Existing Letter of Credit shallconstitute LC Outstandings under this Agreement, and shall be subjectto all of the terms and conditions hereof.     1.3.2. Cash Collateral Account. If any LC Outstandings,whether or not then due or payable, shall for any reason be outstanding (i)at any time when an Event of Default has occurred and is continuing, (ii) onany date that Availability is less than zero, (iii) on or at any time afterthe Commitment Termination Date, then Borrowers shall, on Lender’s request,forthwith deposit with Lender, in cash, an amount equal to 105% of theaggregate amount of all LC Outstandings. If Borrowers fail to make suchdeposit on the first Business Day following Lender’s demand therefor, Lendermay advance such amount as Revolver Loans (whether or not the CommitmentTermination Date has occurred or an Out-of-Formula Condition is createdthereby). Such cash (together with any interest accrued thereon) shall beheld by Lender in the Cash Collateral Account and may be invested, inLender’s discretion, in Cash Equivalents. Each Borrower hereby pledges toLender and grants to Lender a security interest in all Cash Collateral heldin the Cash Collateral Account from time to time and all proceeds thereof,as security for the payment of all Obligations, whether or not then due orpayable. From time to time after cash is deposited in the Cash CollateralAccount, Lender
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may apply Cash Collateral then held in the Cash CollateralAccount to the payment of any amounts, in such order as Lender may elect, asshall be or shall become due and payable by Borrowers to Lender or anyLender with respect to the LC Outstandings. Neither Borrowers nor any otherPerson claiming by, through or under or on behalf of Borrowers shall haveany right to withdraw any of the Cash Collateral held in the Cash CollateralAccount,including any accrued interest, provided that upon termination or expirationof all Letters of Credit and the payment and satisfaction of all of the LCOutstandings, any Cash Collateral remaining in the Cash Collateral Accountshall be returned to Borrowers unless an Event of Default then exists (inwhich event Lender may apply such Cash Collateral to the payment of anyother Obligations outstanding, with any surplus to be turned over toBorrowers).     1.3.3. Indemnifications. In addition to any other indemnitywhich Borrowers may have to Lender under any of the other Loan Documents andwithout limiting such other indemnification provisions, Borrowers herebyagree to indemnify and defend each Lender Indemnitee and to hold each of theLender Indemnitees harmless from and against any and all Claims which any ofthe Lender Indemnitees (other than as the actual result of their own grossnegligence or willful misconduct) incur or be subject to as a consequence,directly or indirectly, of (a) the issuance of, payment or failure to pay orany performance or failure to perform under any Letter of Credit, (b) anysuit, investigation or proceeding as to which Lender is or may become aparty to as a consequence, directly or indirectly, of the issuance of anyLetter of Credit or the payment or failure to pay thereunder, or (c) Lenderfollowing any instructions of any Borrower with respect to any Letter ofCredit or any Document received by Lender with reference to any Letter ofCredit.     (b) By deleting Section 2.2.3 and of the Loan Agreement in its entirety and bysubstituting in lieu thereof the following:     2.2.3. LC Facility Fees. Borrowers shall pay to Lender,through its Treasury and International Services Group, for Letters ofCredit, (i) a per annum fee equal to the Applicable Margin in effect fromtime to time for LIBOR Loans based on the average amount available to bedrawn under all standby Letters of Credit outstanding and all standbyLetters of Credit that are paid or expire during the period of measurement,payable monthly, in arrears, on the first Business Day of the followingcalendar month; (ii) a per annum fee equal to the Applicable Margin ineffect from time to time for LIBOR Loans based on the average amountavailable to be drawn under all documentary Letters of Credit outstandingand all documentary Letters of Credit that are paid or expire during theperiod of measurement, payable monthly, in arrears, on the first BusinessDay of the following calendar month; and (iii) all normal and customarycharges associated with the issuance, amending, negotiating, payment,processing and administration of Letters of Credit, payable as and whenassessed by Lender.
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     (c) By deleting the words “or Bank’s” in the third line of the second full paragraph ofSection 2.7 of the Loan Agreement.     (d) By deleting the phrase “Bank or” and the word “other” in the fourth line of clause(ii) of Section 3.1.1 of the Loan Agreement.     (e) By deleting Section 3.4 of the Loan Agreement and by substituting in lieu thereofthe following:     **3.4.****All Loans to Constitute One Obligation****.**The RevolverLoans and all LC Outstandings shall constitute one general Obligation ofBorrowers and (unless otherwise expressly provided in any Security Document)shall be secured by Lender’s Lien Upon all of the Collateral.     (f) By deleting each reference to “$20,000,000” in Sections 7.2.5(i) and (ii) of theLoan Agreement and by substituting in each instance a reference to $10,000,000.”     (g) By deleting each reference to “$20,000,000” in Section 9.3.2 of the Loan Agreementand by substituting in each instance a reference to “$10,000,000.”     (h) By deleting the words “procure any Letter of Credit” in Section 10.1 and Section10.3 of the Loan Agreement and by substituting in lieu thereof the words “issue any Letterof Credit.”     (i) By deleting the words “the procurement of any Letter of Credit” contained inSection 10.16 and Section 10.2.6 of the Loan Agreement and by substituting in lieu thereofthe words “the issuance of any Letter of Credit.“     (j) By adding the following new definitions of “Artesyn Japan”, “Artesyn Scandinavia”and “Existing Letters of Credit” to Appendix A to the Loan Agreement in properalphabetical sequence:     Artesyn Japan — Artesyn Technologies Japan KK, a Japanesecompany.     Artesyn Scandinavia — Artesyn Communication ProductsScandinavia AB, a Swedish company.     Existing Letters of Credit — the Letters of Credit issued forthe account of Borrowers pursuant to the Loan Agreement by Lender or any ofits predecessors-in interest and outstanding on February 2, 2006.     (k) By deleting the definitions of “Applicable Margin,” “First-Tier ForeignSubsidiary,” “LC Application,” “LC Conditions,” “LC Documents,” “LC Outstandings,”
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“LC Request,” “Lease Reserve,” “Letter of Credit” and “Obligations” contained in AppendixA to the Loan Agreement and by substituting in lieu thereof the following in properalphabetical sequence:     Applicable Margin — a percentage equal to 2.00% with respect toRevolver Loans that are LIBOR Loans, 0.25% with respect to Revolver Loansthat are Base Rate Loans and 0.250% with respect to the Commitment Feepayable to Lender pursuant to **Section 2.2.2**of the Agreement;provided that, at such time that a Letter of Credit is issued on anyBorrower’s request or Lender makes any Revolver Loans to Borrower upon therequest (or deemed request) of Borrower, the Applicable Margin shall beadjusted based upon the Average Adjusted Availability for the immediatelypreceding Fiscal Quarter of Borrowers, as follows:                             **Applicable Margin**  **Applicable Margin**           **for Revolver Loans**  **for Revolver Loans**        **Average Adjusted**  **that are LIBOR**  **that are Base Rate**  **Applicable Margin**  **Pricing Level**  **Availability**  **Loans**  **Loans**  **for Commitment Fee**  1  Less than