<PAGE>

                                                                    Exhibit 10.1

                                                                  EXECUTION COPY

                                 THIRD AMENDMENT

            THIRD AMENDMENT, dated as of July 31, 2001 (this "Amendment"), to
the Credit Agreement, dated as of June 29, 2000 (as 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").

                               W I T N E S S E T H:

            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 Section 1 of the Credit Agreement. Section 1 of the
Credit Agreement is hereby amended as follows:

            (a) Section 1.1 of the Credit Agreement is hereby amended by adding
      the following new definitions in the appropriate alphabetical order:

            ""Allowable Foreign Debt": Indebtedness of Foreign Subsidiaries,
      other than Indebtedness already permitted by this Agreement, of up to
      $25,000,000.

            "Field Examination": as defined in Section 6.6.
<PAGE>

                                                                               2


            "Foreign Subsidiary Collateral Sublimit": the lesser of (A) the sum
      of (x) 65% of the Qualified Accounts owed to any Foreign Subsidiary, (y)
      35% of Qualified Inventory owned by any Foreign Subsidiary, and (z) 40% of
      the appraised orderly liquidation value of Qualified Machinery and
      Equipment owned by any Foreign Subsidiary; and (B) the lesser of (x)
      $25,000,000 minus an amount (the "Reduction Amount") equal to $2,500,000
      times the number of quarters that have begun since December 31, 2001 and
      (y) $25,000,000 minus the amount of any outstanding Allowable Foreign
      Debt; provided, however, that the Foreign Subsidiary Collateral Sublimit
      shall be zero Dollars after March 31, 2003.

            "Third Amendment Effective Date": the date on which the Third
      Amendment, dated as of July 31,2001, to this Agreement became effective
      in accordance with its terms."

            (b) Section 1.1 of the Credit Agreement is hereby amended by
deleting the following definitions and substituting, in lieu thereof, the
following:

            ""Applicable Margin": (a) for Alternate Base Rate Loans, 2.50% per
      annum, and (b) for Eurocurrency Loans, 3.50% per annum; provided, that, on
      and after the date that the financial statements described in Section
      6.1(b) for the quarterly period ending March 31, 2002 are delivered, the
      Applicable Margin shall be determined pursuant to the Pricing Grid."

            ""Borrowing Base": the sum in United States Dollars of the following
      determined as of the latest Borrowing Base Certificate delivered to the
      Administrative Agent:

            (a) the sum of:

                  (i)   80% of the aggregate amount of Qualified Accounts owed
                        to the Parent Borrower or any Domestic Subsidiary; plus

                  (ii)  50% of the aggregate amount of Qualified Inventory owned
                        by the Parent Borrower or any Domestic Subsidiary; plus

                  (iii) 80% of the appraised orderly liquidation value of
                        Qualified Machinery and Equipment owned by the Parent
                        Borrower or any Domestic Subsidiary; provided that,
                        after January 1, 2002, the amount shall be the lesser
                        of (i) 80% of the appraised orderly liquidation value of
                        Qualified Machinery and Equipment owned by the Parent
                        Borrower or any Domestic Subsidiary and (ii) $10,115,768
                        minus an amount equal to $168,596 times the number of
                        months that have begun since December 31, 2001; plus

                  (iv)  the Foreign Subsidiary Collateral Sublimit;

            minus
<PAGE>

                                                                               3


            (b) the sum of:

                  (i)   the then outstanding principal balance of the Term
                        Loans; plus

                  (ii)  the aggregate amount of the L/C Obligations; plus

                  (iii) the amount of any foreign exchange exposure; plus

                  (iv)  the amount of the Borrowers' liability under any Hedge
                        Agreement;

      in each case as calculated by the Administrative Agent from time to time;
      provided, however, that the Administrative Agent, in its sole discretion,
      may on reasonable prior written notice to the Borrowers redetermine the
      Borrowing Base including, but not limited to, reducing the percentages of
      Qualified Accounts, Qualified Inventory, Qualified Machinery and Equipment
      included in the Borrowing Base."

            "Facility": each of (a) the Term Commitments and the Term Loans made
      thereunder (the "Term Facility") and (b) the US Dollar Revolving
      Commitments and the extensions of credit made thereunder (the "US Dollar
      Revolving Facility").

            "Revolving Commitment": as to any Lender, such Lender's US Dollar
      Revolving Commitments.

            "Revolving Facility": the US Dollar Revolving Facility.

            (c) Section 1.1 of the Credit Agreement is hereby amended by
deleting the following defined terms:

            Calculation Date
            Designated Foreign Currency
            Dollar Equivalent
            Exchange Rate
            Multi-Currency
            Multi-Currency Payment Agent
            Multi-Currency Revolving Commitment
            Multi-Currency Revolving Lender
            Multi-Currency Revolving Loans
            Multi-Currency Revolving Percentage
            Total Multi-Currency Revolving Commitment

            (d) Section 1.1 of the Credit Agreement is hereby amended by
deleting the last sentence of the definition of "US Dollar Revolving
Commitment".

      3. Amendments to Section 2 of the Credit Agreement. Section 2 of the
Credit Agreement is hereby amended as follows:
<PAGE>

                                                                               4


            (a) Sections 2.4, 2.5 and 2.8 are hereby deleting in their entirety
and the following new sections are hereby substituted in lieu thereof:

            "2.4 Revolving Commitments. (a) Subject to the terms and conditions
      hereof, each US Dollar Revolving Lender severally agrees to make revolving
      credit loans to the Parent Borrower and to the Subsidiary Borrower in US
      Dollars ("US Dollar Revolving Loans") from time to time during the
      Revolving Commitment Period in an aggregate principal amount at any one
      time outstanding which, when added to such US Dollar Lender's Revolving
      Percentage of the sum of the L/C Obligations then outstanding, does not
      exceed the amount of such Lender's US Dollar Revolving Commitment (the
      "Revolving Loans"). Notwithstanding the above, in no event shall any
      Revolving Loan be made or Letter of Credit be issued, if, after giving
      effect to such making or issuance and the use of proceeds thereof as
      directed by the Parent Borrower or the Subsidiary Borrower, as the case
      may be, the Total Revolving Extensions of Credit would exceed the lesser
      of (i) the Total Revolving Commitments or (ii) the Borrowing Base as of
      the date of the most recent Borrowing Base Certificate furnished to the
      Administrative Agent pursuant to Section 5.1(m) or Section 6.2(f) hereof.
      During the Revolving Commitment Period, the Borrowers may use the
      Revolving Commitments by borrowing, prepaying the Revolving Loans in whole
      or in part, and reborrowing, all in accordance with the terms and
      conditions hereof. The Revolving Loans may from time to time be
      Eurocurrency Loans or Alternate Base Rate Loans, as determined by the
      Parent Borrower or the Subsidiary Borrower, as the case may be, and
      notified to the Administrative Agent in accordance with Sections 2.5 and
      2.10.

            (b) The Borrowers shall repay all outstanding Revolving Loans on the
      Revolving Termination Date. To the extent the Revolving Termination Date
      extends beyond the maturity date of any subordinated debt of the Parent
      Borrower existing on the date hereof, such Revolving Termination Date
      shall be adjusted to be 90 days prior to the maturity date of such
      subordinated debt.

            (c) Up to an aggregate principal amount of $40,000,000 of the
      Revolving Facility will be available for borrowings by the Subsidiary
      Borrower.

            2.5 Procedure for Revolving Loan Borrowing: Calculation of Borrowing
      Base. (a) The Parent Borrower and the Subsidiary Borrower, as the case may
      be, may borrow under the Revolving Commitments during the Revolving
      Commitment Period on any Business Day, provided that such Borrower shall
      give the Administrative Agent irrevocable notice (which notice must be
      received by the Administrative Agent prior to 12:00 Noon, New York City
      time, (a) three Business Days prior to the requested Borrowing Date, in
      the case of Eurocurrency Loans, or (b) on the requested Borrowing Date, in
      the case of Alternate Base Rate Loans), specifying (i) the amount and Type
      of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and
      (iii) in the case of Eurocurrency Loans, the amounts of each Loan and the
      lengths of the initial Interest Period therefor. Any US Dollar Revolving
      Loans made on the Initial Closing Date shall initially be Alternate Base
      Rate Loans and, unless otherwise agreed by the Administrative
<PAGE>

                                                                               5


      Agent in its sole discretion, no Revolving Loan may be made as, 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 Initial
      Closing Date. Each borrowing under the Revolving Commitments shall be in
      an amount equal to (x) in the case of Alternate Base Rate Loans, $1 or a
      whole multiple thereof and (y) in the case of Eurocurrency Loans,
      $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon
      receipt of any such notice from the Parent Borrower or the Subsidiary
      Borrower, as the case maybe, the Administrative Agent shall promptly
      notify each Revolving Lender thereof. Each US Dollar Revolving Lender will
      make the amount of its pro rata share of each borrowing available to the
      Administrative Agent for the account of such Borrower at the Funding
      Office prior to 3:00 p.m., New York City time, on the Borrowing Date
      requested by such Borrower in funds immediately available to the
      Administrative Agent. Such borrowing will then be made available to such
      Borrower by the Administrative Agent crediting the account of such
      Borrower on the books of such office with the aggregate of the amounts
      made available to the Administrative Agent by the US Dollar Revolving
      Lenders and in like funds as received by the Administrative Agent.

            (b) The Administrative Agent shall calculate from time to time the
      amount of the Borrowing Base, based upon the most recent Borrowing Base
      Certificate, and such amount shall be the "Borrowing Base" hereunder;
      provided, however, that the Administrative Agent, in its sole reasonable
      discretion, may on reasonable prior written notice to the Borrowers,
      establish additional reserves against the Borrowing Base.

            2.8 Optional Prepayments. Any Borrower may at any time and from time
      to time prepay such Borrower's Loans, in whole or in part, without premium
      or penalty, upon irrevocable notice of the amount of the Loan to be
      prepaid and of the requested prepayment date delivered to the
      Administrative Agent at least three Business Days prior thereto in the
      case of Eurocurrency Loans and at least one Business Day prior thereto in
      the case of Alternate Base Rate Loans, which notice shall specify the date
      and amount of prepayment and whether the prepayment is of Eurocurrency
      Loans or Alternate Base Rate Loans; provided, that if a Eurocurrency Loan
      is prepaid on any day other than the last day of the Interest Period
      applicable thereto, such Borrower shall also pay any amounts owing
      pursuant to Section 2.18. Upon receipt of any such notice the
      Administrative Agent shall promptly notify each relevant Lender thereof.
      If any such notice is given, the amount specified in such notice shall be
      due and payable on the date specified therein, together with (except in
      the case of Revolving Loans that are Alternate Base Rate Loans) accrued
      interest to such date on the amount prepaid. Optional prepayments of Term
      Loans shall be applied to the installments thereof ratably in accordance
      with the then outstanding amounts thereof and may not be reborrowed."

            (b) Section 2.7 is hereby amended by deleting the following
      language:

            "and the Multi-Currency Payment Agent of terminations or reductions
      of Non-Dollar-denominated Multi-Currency Revolving Commitments".
<PAGE>

                                                                               6


            (c) Section 2.9 is hereby amended by deleting section (c) in its
entirety and substituting the following in lieu thereof:

            "(c) [Intentionally Omitted]".

            (d) Section 2.15(a) is hereby amended (i) by deleting the language
"or Multi-Currency Revolving Percentages" and (ii) by deleting the comma after
the language "Term Percentages" and substituting the word "or" in lieu thereof.

            (e) Section 2.15(d) is hereby amended by deleting the language "and,
if applicable, the Multi-Currency Payment Agent".

            (f) Section 2.21 is hereby deleted in its entirety and following is
hereby substituted in lieu thereof:

            "2.21 [Intentionally Omitted]".

      4. Amendments to Section 6 of the Credit Agreement. Section 6 of the
Credit Agreement is hereby amended as follow:

            (a) Section 6.2 is hereby amended by (i) deleting section (f)(ii)
in its entirety, (ii) deleting the period after section (g) and substituting ";
and" in lieu thereof and (iii) inserting the following new section in the
appropriate alphabetical order:

            "(h) a Borrowing Base Certificate (in substantially the form of
Exhibit H annexed hereto) on the first day and fifteenth day of each month and
at such other times as the Administrative Agent may, in its sole discretion,
request."

            (b) Section 6.6 is hereby deleted in its entirety and the following
Section 6.6 is hereby substituted in lieu thereof:

            "6.6 Inspection of Property: Books and Records: Discussions. (a)
      Keep proper books of records and account in which full, true and correct
      entries in conformity with GAAP and all Requirements of Law shall be made
      of all dealings and transactions in relation to its business and
      activities and (b) permit representatives of any Lender to visit and
      inspect any of its properties and examine and make abstracts from any of
      its books and records (the "Field Examinations") at any reasonable time
      during regular business hours upon reasonable prior notice and as often as
      may reasonably be desired but in no event less frequently than three times
      per year, and to discuss the business, operations, properties and
      financial and other condition of the Parent Borrower and its Subsidiaries
      with officers and employees of the Parent Borrower and its Subsidiaries
      and with its independent certified public accountants; provided that,
      beginning January 1, 2003, if no Event of Default has occurred and is
      continuing, such Field Examinations shall be performed as often as may
      reasonably be desired but in no event less frequently than two times per
      year."
<PAGE>

                                                                               7


            (c) Section 6.11 is hereby deleted in its entirety and the following
Section 6.11 is hereby substituted in lieu thereof:

            "6.11 Lock Box Operation; Cash Management. At all times cause
      account debtors of the Parent Borrower to make all payments directly to
      the Administrative Agent pursuant to the Lock Box Agreements, and with
      respect to the Subsidiary Borrower, adopt and implement a cash management
      system acceptable to the Administrative Agent. All money received from any
      source shall be deposited into the Collateral Account, and applied against
      the Revolving Loans."

            (d) The following section is hereby inserted in the appropriate
order:

            6.13 Designation of Chief Financial Officer. Designate a permanent
      chief financial officer of the Parent Borrower by September 30, 2001."

      5. Amendments to Section 7 of the Credit Agreement. Section 7 of the
Credit Agreement is hereby amended as follows:

            (a) Section 7.1(a) of the Credit Agreement is hereby amended by
deleting the table contained therein and inserting the following table in lieu
thereof:

                                           Consolidated
               Fiscal Quarter              Leverage Ratio
               --------------              --------------

                 12/31/00                    4.25:1.00
                 03/31/01                    3.75:1.00
                 06/30/01                    4.00:1.00
                 09/30/01                    4.75:1.00
                 12/31/01                    5.25:1.00
                 03/31/02                    6.50:1.00
                 06/30/02                    5.50:1.00
                 09/30/02                    4.75:1.00
                 12/31/02                    4.50:1.00
                 03/31/03                    4.50:1.00
                 06/30/03                    4.50:1.00
                 09/30/03                    4.50:1.00
                 12/31/03                    3.50:1.00
                 03/31/04                    3.50:1.00
                 06/30/04                    3.50:1.00
                 09/30/04                    3.50:1.00
                 12/31/04                    3.00:1.00
                 03/31/05                    3.00:1.00
                 06/30/05                    3.00:1.00
<PAGE>

                                                                               8


            (b) Section 7.1(b) of the Credit Agreement is hereby amended by
      deleting the table contained therein and inserting the following table in
      lieu thereof:

                                            Consolidated
                                           Senior Secured
              Fiscal Quarter               Leverage Ratio
              --------------               --------------

                 12/31/00                    3.00:1.00
                 03/31/01                    2.75:1.00
                 06/30/01                    3.00:1.00
                 09/30/01                    3.50:1.00
                 12/31/01                    3.75:1.00
                 03/31/02                    4.75:1.00
                 06/30/02                    4.25:1.00
                 09/30/02                    3.50:1.00
                 12/31/02                    3.25:1.00
                 03/31/03                    3.25:1.00
                 06/30/03                    3.25:1.00
                 09/30/03                    3.25:1.00
                 12/31/03                    2.75:1.00
                 03/31/04                    2.75:1.00
                 06/30/04                    2.75:1.00
                 09/30/04                    2.75:1.00
                 12/31/04                    2.00:1.00
                 03/31/05                    2.00:1.00
                 06/30/05                    2.00:1.00

            (c) Section 7.1(c) of the Credit Agreement is hereby amended by
      deleting the table contained therein and inserting the following table in
      lieu thereof

                                         Consolidated Fixed
               Fiscal Quarter           Charge Coverage Ratio
               --------------           ---------------------

                 12/31/00                    2.50:1.00
                 03/31/01                    2.50:1.00
                 06/30/01                    1.85:1.00
                 09/30/01                    1.10:1.00
                 12/31/01                    1.05:1.00
                 03/31/02                    1.00:1.00
                 06/30/02                    1.05:1.00
                 09/30/02                    1.20:1.00
                 12/31/02                    1.30:1.00
<PAGE>

                                                                               9


                 03/31/03                    1.30:1.00
                 06/30/03                    1.30:1.00
                 09/30/03                    1.30:1.00
                 12/31/03                    1.40:1.00
                 03/31/04                    1.40:1.00
                 06/30/04                    1.40:1.00
                 09/30/04                    1.40:1.00
                 12/31/04                    1.50:1.00
                 03/31/05                    1.50:1.00
                 06/30/05                    1.50:1.00

            (d) Section 7.17 of the Credit Agreement is hereby deleted in its
      entirety.

            (e) Section 7.2 of the Credit Agreement is hereby amended by
      deleting the word "and" at the end of section (j), deleting the period at
      the end of section (k) and inserting "; and" in lieu thereof and inserting
      the following new section in the appropriate alphabetical order:
<PAGE>

                                                                              10


            "(l) the Allowable Foreign Debt."

      6. Amendment to Section 9 of the Credit Agreement. Section 9.10 of the
Credit Agreement is hereby deleted in its entirety.

      7. Amendments to Section 10 of the Credit Agreement. Section 10.2 of the
Credit Agreement is hereby amended as follows:

            (a) by deleting the language "and the Multi-Currency Payment Agent"
      and deleting the comma after the word "Borrowers";

            (b) by inserting the word "and" after the word "Borrowers"; and

            (c) by deleting the following:

              "The Multi-Currency
                Payment Agent:                  THE CHASE MANHATTAN BANK
                                                9 Thomas More Street
                                                London E1W 1YT
                                                United Kingdom
                                                Attention: Stephen Clark
                                                Telecopy: (44) 207 777 2360
                                                Telephone: (44) 207 777 2353".

      8. Amendment to Annex A of the Credit Agreement. Annex A of the Credit
Agreement is hereby deleted in its entirety, and the Annex A attached hereto as
Exhibit A is hereby substituted in lieu thereof.

      9. Amendment to Schedule 1.1A of the Credit Agreement. Schedule 1.1A of
the Credit Agreement is hereby deleted in its entirety, and the Schedule 1.1A
attached hereto as Exhibit B is hereby substituted in lieu thereof.

      10. Effectiveness. This Amendment shall be deemed effective as of June 30,
2001 (the "Amendment Effective Date") after the following conditions shall have
been satisfied or waived:

            (a) this Amendment shall have been (i) executed by the Parent
      Borrower, the Administrative Agent and the Required Lenders and (ii)
      acknowledged and consented to by the other Loan Parties, each in
      accordance with the terms of the Credit Agreement;

            (b) on and as of the Amendment Effective Date and after giving
effect to this Amendment, no Default or Event of Default shall have occurred and
be continuing; and
<PAGE>

                                                                              11


            (c) the Administrative Agent shall have received, for the account of
each Lender that has executed and delivered this Amendment on or prior to
July 31, 2001 an amendment fee of 12.5 basis points on such Lender's Commitment.

      11. Representations and Warranties. The Parent Borrower hereby represents
and warrants to the Administrative Agent and to each Lender party to the Credit
Agreement that each of the representations and warranties made by each Loan
Party in or pursuant to the Loan Documents shall be, after giving effect to this
Amendment, true and correct as if made on and as of the date hereof.

      12. Continuing Effect of Credit Agreement. Except as expressly amended
hereby, the provisions of the Credit Agreement are and shall remain in full
force and effect.

      13. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.

      14. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      15. Expenses. The Parent Borrower agrees to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation and execution of this
Amendment, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent.
<PAGE>

                                                                              12


            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their duly authorized officers as of the date first
written above.


                                        ACT MANUFACTURING, INC.


                                        By: /s/ John A. Pino
                                            ------------------------------------
                                            Name: John A. Pino
                                            Title: CEO

                                        THE CHASE MANHATTAN BANK, as
                                        Administrative Agent and as a Lender


                                        By: /s/ James M. Dailey
                                            ------------------------------------
                                            Name: James M. Dailey
                                            Title: Vice President
<PAGE>

                                        CITICORP USA, INC.


                                        By: /s/ Suzanne Crymes
                                            ------------------------------------
                                            Name: Suzanne Crymes
                                            Title: Vice President
<PAGE>

                                        CREDIT SUISSE FIRST BOSTON


                                        By: /s/ William S. Lutkins
                                            ------------------------------------
                                            Name: William S. Lutkins
                                            Title: Vice President


                                        By: /s/ Vitaly G. Butenko
                                            ------------------------------------
                                            Name: Vitaly G. Butenko
                                            Title: Asst. Vice President


<PAGE>

                                        DEBIS FINANCIAL SERVICES, INC.


                                        By: /s/ James M. Vandervalk
                                            ------------------------------------
                                            Name: James M. Vandervalk
                                            Title: President - ABL Division
<PAGE>

                                        FIRSTAR BANK. N.A.


                                        By: ____________________________________
                                            Name:
                                            Title:
<PAGE>

                                        FLEET CAPITAL CORPORATION


                                        By: /s/ Mark B. Scheffe
                                            ------------------------------------
                                            Name: Mark B. Scheffe
                                            Title: Vice President
<PAGE>

                                        GMAC COMMERCIAL CREDIT LLC


                                        By: /s/ Anthony Tullo
                                            ------------------------------------
                                            Name: Anthony Tullo
                                            Title: SVP
<PAGE>

                                        HARRIS TRUST AND SAVINGS BANK


                                        By: /s/ Kirby M. Law
                                            ------------------------------------
                                            Name: Kirby M. Law
                                            Title: Vice President
<PAGE>

                                        IBJ WHITEHALL BUSINESS CREDIT
                                        CORPORATION


                                        By: /s/ Bruce Kasper
                                            ------------------------------------
                                            Name: Bruce Kasper
                                            Title: Vice President
<PAGE>

                                        NATIONAL BANK OF CANADA


                                        By: /s/ A. Keith Broyles
                                            ------------------------------------
                                            Name: A. Keith Broyles
                                            Title: Vice President and Manager


                                        By: /s/ Peter F. Smith
                                            ------------------------------------
                                            Name: Peter F. Smith
                                            Title: Vice President
<PAGE>

                                        THE PROVIDENT BANK


                                        By: /s/ Russ Smethwick
                                            ------------------------------------
                                            Name: Russ Smethwick
                                            Title: Portfolio Manager, AVP
<PAGE>

                                        SOCIETE GENERALE


                                        By: /s/ Cynthia A. Jay
                                            ------------------------------------
                                            Name: Cynthia A. Jay
                                            Title: Managing Director
<PAGE>

                                        SOVEREIGN BANK


                                        By: /s/ William R. Walker
                                            ------------------------------------
                                            Name: William R. Walker
                                            Title: Senior Vice President
<PAGE>

                                        SUMMIT BUSINESS CAPITAL CORPORATION


                                        By: /s/ Charles E. Kirschrel
                                            ------------------------------------
                                            Name: Charles E. Kirschrel
                                            Title: Vice President
<PAGE>

            The undersigned Loan Parties do hereby consent and agree to the
foregoing Amendment and acknowledge and agree that (i) all obligations of the
Parent Borrower under the Credit Agreement, as amended by the foregoing
Amendment, are Obligations which are secured and guaranteed by the Security
Documents to which each is a party, (ii) all references to the Credit Agreement
in the Security Documents refer to the Credit Agreement, as amended from time to
time (including pursuant to the foregoing Amendment) and (iii) all references to
Loans in the Security Documents refer to the Loans under the Credit Agreement,
as amended by the foregoing Amendment.


                                        ACT MANUFACTURING SECURITIES
                                        CORPORATION


                                        By: /s/ John A. Pino
                                            ------------------------------------
                                            Name: John A. Pino
                                            Title: CEO


                                        ACT MANUFACTURING US HOLDINGS, LLC

                                        By: /s/ John A. Pino
                                            ------------------------------------
                                            Name: John A. Pino
                                            Title: CEO


                                        CMC INDUSTRIES, INC.

                                        By: /s/ John A. Pino
                                            ------------------------------------
                                            Name: John A. Pino
                                            Title: CEO
<PAGE>

                                                                       Exhibit A

                                                                         Annex A

                                  PRICING GRID

<TABLE>
<CAPTION>
===========================================================================================

Consolidated Leverage       Applicable Margin      Applicable Margin for     Commitment Fee
        Ratio                for Eurocurrency       Alternate Base Rate           Rate
                                  Loans                    Loans
-------------------------------------------------------------------------------------------
<S>                               <C>                      <C>                   <C>
Greater than 4.50:1.00            3.50%                    2.50%                 0.500%
-------------------------------------------------------------------------------------------

Greater than or equal             3.00%                    2.00%                 0.500%
to 4.00:1.00 but less
than 4.50:1.00
-------------------------------------------------------------------------------------------

Greater than or equal             2.75%                    1.75%                 0.500%
to 3.50:1.00 but less
than 4.00:1.00
-------------------------------------------------------------------------------------------

Greater than or equal             2.50%                    1.50%                 0.500%
to 3.00:1.00 but less
than 3.50:1.00
-------------------------------------------------------------------------------------------

Greater than or equal             2.25%                    1.25%                 0.500%
to 2.50:1.00 but less
than 3.00:1.00
-------------------------------------------------------------------------------------------

Greater than or equal             2.00%                    1.00%                 0.500%
to 2.00:1.00 but less
than 2.50:1.00
-------------------------------------------------------------------------------------------

Less than 2.00:1.00               1.75%                    0.75%                 0.375%

===========================================================================================
</TABLE>

Changes in the Applicable Margin resulting from changes in the Consolidated
Leverage Ratio shall become effective on the date (the "Adjustment Date") that
is three Business Days after the date on which financial statements are
delivered to the Lenders pursuant to Section 6.1 and shall remain in effect
until the next change to be effected pursuant to this paragraph. If any
financial statements referred to above are not delivered within the time periods
specified in Section 6.1, then, until the date that is three Business Days after
the date on which such financial statements are delivered, the highest rate set
forth in each column of the Pricing Grid shall apply. In addition, at all times
while an Event of Default shall have occurred and be continuing, the highest
rate set forth in each column of the Pricing Grid shall apply. Each
determination of the Consolidated Leverage Ratio pursuant to the Pricing Grid
shall be made in a manner consistent with the determination thereof pursuant to
Section 7.1.
<PAGE>

                                                                       Exhibit B

                                                                   Schedule 1.1A

                                   COMMITMENTS

<TABLE>
<CAPTION>
                                           US Dollar
                                           Revolving             Thai Term          French Term
    Name of Lender                        Commitment             Commitment          Commitment
    --------------                        ----------             ----------          ----------
<S>                                     <C>                    <C>                 <C>
The Chase Manhattan Bank                $ 13,5000,000.00       $ 2,250,000.00      $ 6,750,000.00

Citicorp USA, Inc.                      $ 12,000,000.00        $ 2,000,000.00      $ 6,000,000.00

Credit Suisse First Boston              $ 12,600,000.00        $ 2,100,000.00      $ 6,300,000.00

Debis Financial Services, Inc.          $  9,000,000.00        $ 1,500,000.00      $ 4,500,000.00

Firstar Bank, N.A.                      $ 12,000,000.00        $ 2,000,000.00      $ 6,000,000.00

Fleet Capital Corporation               $ 10,200,000.00        $ 1,700,000.00      $ 5,100,000.00

GMAC Commercial Credit LLC              $ 12,000,000.00        $ 2,000,000.00      $ 6,000,000.00

Harris Trust And Savings Bank           $ 10,200,000.00        $ 1,700,000.00      $ 5,100,000.00

IBJ Whitehall Business Credit
Corporation                             $  9,000,000.00        $ 1,500,000.00      $ 4,500,000.00

National Bank of Canada                 $ 10,200,000.00        $ 1,700,000.00      $ 5,100,000.00

The Provident Bank                      $  7,500,000.00        $ 1,250,000.00      $ 3,750,000.00

Societe Genera1e                        $ 12,600,000.00        $ 2,100,000.00      $ 6,300,000.00

Sovereign Bank                          $ 10,200,000.00        $ 1,700,000.00      $ 5,100,000.00

Summit Bank                             $  9,000,000.00        $ 1,500,000.00      $ 4,500,000.00
                                        ---------------        --------------      --------------

      Total                             $150,000,000.00        $25,000,000.00      $75,000,000.00
                                        ---------------        --------------      --------------
</TABLE>