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                                                                    Exhibit 10.1

                   SECOND LIMITED WAIVER TO CREDIT AGREEMENT


     SECOND LIMITED WAIVER, dated as of November 21, 2001 (the "Second Limited
Waiver"), to the CREDIT AGREEMENT, dated as of June 29, 2000 (as heretofore
amended together with the First Limited Waiver as hereinafter defined, the
"Credit Agreement") among ACT MANUFACTURING, INC., a Massachusetts corporation
(referred to, together with any other Borrowers, as the "Borrower") the several
lenders and other financial institutions or entities from time to time party
thereto (collectively, the "Lenders"), CREDIT SUISSE FIRST BOSTON, as
syndication agent, SOCIETE GENERALE, as documentation agent, and JP MORGAN CHASE
BANK (formerly known as "The Chase Manhattan Bank"), as administrative agent
(the "Administrative Agent"):

                              W I T N E S S E T H:

     WHEREAS, the Borrower has been granted waivers to certain provisions of the
Credit Agreement through November 30, 2001 and November 23, 2001 pursuant to the
Limited Waiver to the Credit Agreement dated November 9, 2001 (the "First
Limited Waiver") and has requested further extension of certain terms through
December 7, 2001, and the Lenders are willing to grant such extensions on the
terms and conditions set forth herein;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     1. The Lease Waiver Period granted in the First Limited Waiver is hereby
extended until December 7, 2001 (the "Lease Waiver Extension").

     2. The Next Level Qualified Accounts, as defined in Paragraph 8 of the
First Limited Waiver, shall continued to be included in those Borrowing Base
Certificates effective as of or prior to December 7, 2001 (the "Next Level
Extension"); provided that in all other respects, the Next Level Qualified
Accounts shall be deemed Qualified Accounted and included in the Borrowing Base
only in strict accordance with Paragraph 8 of the First Limited Waiver.

     3. Notwithstanding the foregoing, the Lease Waiver Extension and the Next
Level Extension set forth in Paragraphs 1 and 2 above (collectively, the
"Extensions") shall continue in effect only so long as: (i) no Event of Default
has occurred or shall be continuing under the Credit Agreement other than those
specifically and expressly waived in the First Limited Waiver and this Second
Limited Waiver; and (ii) Borrower is in compliance with the First Limited Waiver
and with respect to the grant to the Lenders of first liens and security
interests in the stock of and all assets now held by or hereafter acquired by
Borrower and/or any U.K. Subsidiary in connection with or as the result of the
acquisition of Fisher Rosemont Systems, in Leicester, England, Borrower has used
and continues to use its best efforts to take and/or cause to be taken all
actions and to deliver all documents deemed necessary or appropriate by the
Administrative Agent to perfect the Lenders' rights in the foregoing.

     4. In consideration of the Extensions, Borrower shall prepare, make
available and present to the Administrative Agent and/or its designated
professionals and/or the Lenders such

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additional reports, documents and/or information and provide access to such of
Borrower's employees and professionals as the Administrative Agent shall
reasonably request.

     5. As requested by the Borrower pursuant to Section 2.7 of the Credit
Agreement, the Administrative Agent and the Lenders agree that the Total
Revolving Commitments shall, effective as of the date hereof, be reduced to
$80,000,000 and the Revolving Commitments of each Lender shall be reduced on a
pro rata basis according to their respective U.S. Dollar Revolving Percentages
and/or Multi-Currency Revolving Percentages, as the case may be, and the
Commitment Fees payable by the Borrower shall be reduced accordingly (the
"Reduced Total Revolving Commitments"); provided that the foregoing does not and
shall not be deemed to modify Paragraph 5 of the First Limited Waiver, whereby
Borrower has agreed that the aggregate principal amount of the Revolving Loans,
including outstanding and undrawn Letters of Credit will not under any
circumstances exceed (and the Lenders shall not be required to fund such Loans
in excess of) $69,000,000 at any time, notwithstanding that such amount is less
than the aggregate total of Reduced Total Revolving Commitments as set forth
above.

     6. The Borrower and the Guarantors jointly and severally represent and
warrant that after giving effect to the First Limited Waiver and this Second
Limited Waiver (i) no violation of the terms of the Credit Agreement exists and
all representations and warranties contained in the Credit Agreement are true,
correct and complete in all material respects on and as of the date hereof
except to the extent such representations and warranties specifically relate to
an earlier date in which case they were true, correct and complete in all
material respects on and as of such earlier date; and (ii) the Borrower and
Guarantors are in compliance with all of the terms and provisions set forth in
the Credit Agreement and the other Loan Documents and no Default or Event of
Default has occurred or is continuing under the Credit Agreement or will occur
upon the effectiveness of this Second Limited Waiver.

     7. The Borrower hereby confirms and acknowledges that it is validly and
justly indebted to the Administrative Agent and the Lenders for the payment of
all Obligations without offset, defense, cause of action or counterclaim of any
kind or nature whatsoever.

     8. This Second Limited Waiver shall not become effective until the date
(the "Effective Date") on which this Limited Waiver shall have been executed by
the Borrower and each Lender and the Administrative Agent shall have received
evidence satisfactory to it of such execution.

     9. The Borrower agrees that its obligations set forth in Section 10.5 of
the Credit Agreement shall extend to the preparation, execution and delivery of
this Second Limited Waiver, including the reasonable fees and disbursements of
counsel to the Administrative Agent and the Administrative Agent's
professionals.

     10. Except as expressly set forth in this Second Limited Waiver, the terms,
provisions and conditions of the Credit Agreement and the Loan Documents
(including without limitation any and all documents, instruments and agreements
incorporated therein) remain unchanged, are hereby confirmed and ratified, and
shall remain in full force and effect. This Second Limited Waiver does not
prejudice any right or rights which the Administrative Agent or the Lenders may
now have or have in the future under or in the connection with the Credit

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Agreement or the Loan Documents. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean that Credit Agreement as previously amended and as modified by
this Second Limited Waiver. This Second Limited Waiver does not in any manner
require the Administrative Agent and/or the Lenders to grant any further
amendments and/or waivers as to these or any other matters, nor does it in any
manner limit their rights to deny any and/or all future requests by Borrower for
waivers or amendments of the Credit Agreement or the Loan Documents. Unless
otherwise defined herein, all capitalized terms used in this Second Limited
Waiver shall have the meanings set forth in the Credit Agreement, including
without limitation in the First Limited Waiver.

     11. This Second Limited Waiver may be executed in any number of
counterparts, and all such counterparts taken together shall be deemed to
constitute one and the same instrument. Signature pages may be detached from
counterpart documents and reassembled to form duplicate executed originals. This
Second Limited Waiver shall be deemed to have executed by a signatory hereto
upon execution of a counterpart and delivery of such executed counterpart of the
signature page to the Administrative Agent. Delivery to the Administrative Agent
by telecopy shall be effective as delivery of a manually executed counterpart of
this Second Limited Waiver

     12. This Second Limited Waiver may not be extended, amended, modified or
waived, except by a writing signed by each of the parties hereto.

     13. This Second Limited Waiver shall be governed by and construed in
accordance with the laws of the State of New York.


                            [SIGNATURE PAGES FOLLOW]

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     IN WITNESS WHEREOF, the parties hereto have caused this Second Limited
Waiver to be duly executed as of the day and the year first written.

                              BORROWER:

                              ACT MANUFACTURING, INC.


                              By:  /s/  John A. Pino
                                   -----------------
                              Name:  John A. Pino
                              Title: Chief Executive Officer and President

                              By:  /s/  Narendra M. Pathipati
                                   --------------------------
                              Name:  Narendra M. Pathipati
                              Title: Executive Vice President and Chief
                                     Financial Officer

                              ACT MANUFACTURING SECURITIES CORPORATION


                              By:  /s/  John A. Pino
                                   -----------------
                              Name:  John A. Pino
                              Title: Chief Executive Officer and President

                              ACT MANUFACTURING US HOLDINGS, LLC


                              By:  /s/  John A. Pino
                                   -----------------
                              Name:  John A. Pino
                              Title: Chief Executive Officer and President

                              CMC INDUSTRIES, INC.


                              By:  /s/  John A. Pino
                                   -----------------
                              Name:  John A. Pino
                              Title: Chief Executive Officer and President

                                       4
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                              JP MORGAN CHASE BANK
                              (formerly known as "The Chase Manhattan Bank"),
                              INDIVIDUALLY AND AS ADMINISTRATIVE AGENT


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:

                              CITICORP USA, INC.


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:

                              By:
                                   ---------------------
                              Name:
                              Title:

                              CREDIT SUISSE FIRST BOSTON


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:

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                              DEBIS FINANCIAL SERVICES, INC.


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:


                              FIRSTAR BANK, N.A.


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:


                              FLEET CAPITAL CORPORATION


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:


                              GMAC COMMERCIAL CREDIT LLC


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:


                              HARRIS TRUST AND SAVINGS BANK


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:

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                              IBJ WHITEHALL BUSINESS CREDIT CORPORATION


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:


                              NATIONAL BANK OF CANADA


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:


                              THE PROVIDENT BANK


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:


                              SOCIETE GENERALE


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:


                              SOVEREIGN BANK


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:


                              SUMMIT BANK


                              By:  /s/  authorized party
                                   ---------------------
                              Name:
                              Title:

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