1
EXHIBIT 10.69
THIRD AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
HADCO CORPORATION
THIS THIRD AMENDMENT, dated as of the first day of January, 1998, by
and between Fidelity Management Trust Company (the "Trustee") and Hadco
Corporation (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust
Agreement dated June 1, 1996, with regard to the Hadco Corporation Retirement
Plan (the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said Trust
Agreement as provided for in Section 13 thereof,
NOW THEREFORE, in consideration of the above premises the Trustee and
the Sponsor hereby amend the Trust Agreement by:
(1) Amending Section 4(e) by restating as follows:
(e) NOTES.
(i) NOTES ON CONTRIBUTIONS TO THE HADCO CORPORATION
RETIREMENT PLAN BEFORE JULY 1, 1996 AND ON CONTRIBUTIONS TO
THE ZYCON CORPORATION PROFIT SHARING 401(K) PLAN BEFORE
OCTOBER 1, 1997. The Administrator shall act as the Trustee's
agent for the purpose of holding all trust investments in
participant loan notes and related documentation and as such
shall (i) hold physical custody of and keep safe the notes and
other loan documents, (ii) separately account for repayments
of such loans and clearly identify such assets as Plan assets,
(iii) collect and remit all principal and interest payments to
the Trustee, and (iv) cancel and surrender the notes and other
loan documentation when a loan has been paid in full. To
originate a participant loan, the Plan participant shall
direct the Trustee as to the type of loan to be made from the
participant's individual account. Such directions shall be
made by Plan participants by use of the telephone exchange
system maintained for such purpose by the Trustee or its
agent. The Trustee shall determine, based on the current value
of the participants account, the amount available for the
loan. Based on the interest rate supplied by the Sponsor in
accordance with the terms of the Plan, the Trustee shall
advise the participant of such interest rate, as well as the
installment payment amounts. The Trustee shall forward the
loan document to the participant for execution and submission
for approval to the Administrator. The Administrator shall
have the responsibility for approving the loan and instructing
the Trustee to send the loan proceeds to the Administrator or
to the participant if so directed by the Administrator. In all
cases, approval or disapproval by the Administrator shall be
made within thirty (30) days of the participant's initial
request (the origination date).
2
(ii) NOTES ON ALL OTHER CONTRIBUTIONS. The Administrator
shall act as the Trustee's agent for participant loan notes
and as such shall (i) separately account for repayments of
such loans and clearly identify such assets as Plan assets and
(ii) collect and remit all principal and interest payments to
the Trustee. To originate a participant loan, tile Plan
participant shall direct the Trustee as to the term and amount
of the loan to be made from the participant's individual
account. Such directions shall be made by Plan participants by
use of the telephone exchange system maintained for such
purpose by the Trustee or its agent. The Trustee shall
determine, based on the current value of the participant's
account on the date of the request and any guidelines provided
by the Sponsor, the amount available for the loan. Based on
the interest rate supplied by the Sponsor in accordance with
the terms of the Plan, the Trustee shall advise the
participant of such interest rate, as well as the installment
payment amounts. The Trustee shall distribute the Participant
loan agreement and truth-in-lending disclosure with the
proceeds check to the participant. To facilitate
recordkeeping, the Trustee may destroy the original of any
promissory note made in connection with a loan to a
participant under the Plan, provided that the Trustee first
creates a duplicate by a photographic or optical scanning or
other process yielding a reasonable facsimile of the
promissory note and the Plan participant's signature thereon,
which duplicate may be reduced or enlarged in size from the
actual size of the original promissory note.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this third
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
HADCO CORPORATION FIDELITY MANAGEMENT TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxxx 2/4/98 By: /s/ Xxxx XxXxxxxxxxx 2/18/98
-------------------------------- ------------------------------
Title: Vice President Date Vice President Date
