Common use of Pursuant to Section Clause in Contracts

Pursuant to Section. 10.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the Administrative Agent of the Second Waiver. Very truly yours, ________________________________________ (NAME OF LENDER) By:_____________________________________ Name: Title: Dated as of February __, 2002 ANNEX B ACKNOWLEDGEMENT AND CONSENT Reference is made to the Second Limited Waiver to Fourth Amendment and Waiver, dated as of February 6, 2002 (the "Second Waiver"), to the Amended and Restated Credit Agreement, dated as of June 13, 2000 (as amended, restated or otherwise modified from time to time, the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company ("Holdings"), SWT FINANCE B.V., a limited liability company organized under the laws of the Netherlands (the "Borrower"), WEIGHTRONIX CANADA, ULC, a company incorporated under the laws of Nova Scotia (the "Canadian Borrower", and collectively with the Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), XXXXXX BROTHERS INC., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "Arrangers"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as administrative agent (in such capacity, the "Administrative Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent"). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each of the undersigned parties to the Guarantee and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit of the Lenders hereby (a) consents to the transactions contemplated by the Second Waiver and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained in the Guarantee and Collateral Agreement, the Foreign Guarantees and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Second Waiver and all prior modifications to the Credit Agreement.

Pursuant to Section. 10.1 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Second WaiverThird Amendment. Very truly yours, ________________________________________ The Chase Manhattan Bank ---------------------------------------- (NAME OF LENDER) By:_____________________________________ : /s/ Xxxx Xxxxx Xxxxxxx ------------------------------------ Name: Xxxx Xxxxx Xxxxxxx Title: Vice President Dated as of February __May , 2002 ANNEX B ACKNOWLEDGEMENT 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND CONSENT GUARANTEE AGREEMENT DATED AS OF JULY 28, 1999 To: Xxxxxx Commercial Paper Inc., as General Administrative Agent 3 World Financial Center Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to the Second Limited Waiver to Fourth Amendment Credit and Waiver, dated as of February 6, 2002 (the "Second Waiver"), to the Amended and Restated Credit Guarantee Agreement, dated as of June 13July 28, 2000 (1999, as amended by the First Amendment, dated as of November 4, 1999, and the Second Amendment, dated as of December 14, 1999, and as may be further amended, restated supplemented or otherwise modified from time to time, time (the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company SMTC Corporation ("Holdings"), SWT FINANCE B.V.HTM Holdings, a limited liability company organized under the laws of the Netherlands Inc. (the "U.S. Borrower"), WEIGHTRONIX CANADA, ULC, a company incorporated under the laws SMTC Manufacturing Corporation of Nova Scotia Canada (the "Canadian Borrower", and collectively ; together with the U.S. Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), XXXXXX BROTHERS INC.Xxxxxx Commercial Paper Inc., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "Arrangers"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as general administrative agent (in such capacity, the "General Administrative Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent")others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each The Borrowers have requested that (i) the Required Lenders, (ii) each of the undersigned parties to the Guarantee Canadian Revolving Credit Lenders, and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit (iii) each of the U.S. Revolving Credit Lenders hereby (a) consents consent to amend the transactions contemplated by Credit Agreement on the Second Waiver and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained terms described in the Guarantee and Collateral Agreement, Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the Foreign Guarantees and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Second Waiver and all prior modifications to the Credit Agreement"Third Amendment").

Pursuant to Section. 10.1 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Second WaiverThird Amendment. Very truly yours, ________________________________________ (NAME OF LENDER) COMERICA BANK By:_____________________________________ : /s/ Xxxxxxx X. Persons ------------------------------------ Name: Xxxxxxx X. Persons Title: First Vice President, International Finance Dated as of February __May 10, 2002 ANNEX B ACKNOWLEDGEMENT 2000 [Comerica logo] EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND CONSENT GUARANTEE AGREEMENT DATED AS OF JULY 28, 1999 To: Xxxxxx Commercial Paper Inc., as General Administrative Agent 3 World Financial Center Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to the Second Limited Waiver to Fourth Amendment Credit and Waiver, dated as of February 6, 2002 (the "Second Waiver"), to the Amended and Restated Credit Guarantee Agreement, dated as of June 13July 28, 2000 (1999, as amended by the First Amendment, dated as of November 4, 1999, and the Second Amendment, dated as of December 14, 1999, and as may be further amended, restated supplemented or otherwise modified from time to time, time (the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company SMTC Corporation ("Holdings"), SWT FINANCE B.V.HTM Holdings, a limited liability company organized under the laws of the Netherlands Inc. (the "U.S. Borrower"), WEIGHTRONIX CANADA, ULC, a company incorporated under the laws SMTC Manufacturing Corporation of Nova Scotia Canada (the "Canadian Borrower", and collectively ; together with the U.S. Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), XXXXXX BROTHERS INC.Xxxxxx Commercial Paper Inc., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "Arrangers"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as general administrative agent (in such capacity, the "General Administrative Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent")others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each The Borrowers have requested that (i) the Required Lenders, (ii) each of the undersigned parties to the Guarantee Canadian Revolving Credit Lenders, and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit (iii) each of the U.S. Revolving Credit Lenders hereby (a) consents consent to amend the transactions contemplated by Credit Agreement on the Second Waiver and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained terms described in the Guarantee and Collateral Agreement, Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the Foreign Guarantees and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Second Waiver and all prior modifications to the Credit Agreement"Third Amendment").

Pursuant to Section. 10.1 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Second WaiverThird Amendment. Very truly yours, ________________________________________ AMMC CDO I, LIMITED ---------------------------------------- (NAME OF LENDER) By:_____________________________________ : /s/ Xxxxxxx X. Eng ------------------------------------ Name: Xxxxxxx X. Eng Title: Attorney-in-fact Dated as of February __May 8, 2002 ANNEX B ACKNOWLEDGEMENT 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND CONSENT GUARANTEE AGREEMENT DATED AS OF JULY 28, 1999 To: Xxxxxx Commercial Paper Inc., as General Administrative Agent 3 World Financial Center Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to the Second Limited Waiver to Fourth Amendment Credit and Waiver, dated as of February 6, 2002 (the "Second Waiver"), to the Amended and Restated Credit Guarantee Agreement, dated as of June 13July 28, 2000 (1999, as amended by the First Amendment, dated as of November 4, 1999, and the Second Amendment, dated as of December 14, 1999, and as may be further amended, restated supplemented or otherwise modified from time to time, time (the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company SMTC Corporation ("Holdings"), SWT FINANCE B.V.HTM Holdings, a limited liability company organized under the laws of the Netherlands Inc. (the "U.S. Borrower"), WEIGHTRONIX CANADA, ULC, a company incorporated under the laws SMTC Manufacturing Corporation of Nova Scotia Canada (the "Canadian Borrower", and collectively ; together with the U.S. Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), XXXXXX BROTHERS INC.Xxxxxx Commercial Paper Inc., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "Arrangers"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as general administrative agent (in such capacity, the "General Administrative Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent")others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each The Borrowers have requested that (i) the Required Lenders, (ii) each of the undersigned parties to the Guarantee Canadian Revolving Credit Lenders, and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit (iii) each of the U.S. Revolving Credit Lenders hereby (a) consents consent to amend the transactions contemplated by Credit Agreement on the Second Waiver and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained terms described in the Guarantee and Collateral Agreement, Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the Foreign Guarantees and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Second Waiver and all prior modifications to the Credit Agreement"Third Amendment").

Pursuant to Section. 10.1 2.1(a) of the Credit Agreement, the undersigned Lender hereby consents to Borrower desires that the execution by the Administrative Agent of the Second Waiver. Very truly yours, Lenders make $[___,___,___________] aggregate principal amount of Eurodollar Rate Loans, with an initial Interest Period of [1][2][3][6] month(s), to the Borrower in accordance with the applicable terms and conditions of the Credit Agreement on [mm/dd/yy] (the “Borrowing Date”). Proceeds of the Loans requested on the Borrowing Date are to be made available to the Borrower at the following account: Bank Name: _______________________ (NAME OF LENDER) By:Bank Address: _______________________ ABA Number: _______________________ Account Number: _______________________ Attention: _______________________ Reference: _______________________ [Signature Page Follows] Date: [mm/dd/yy] BLUELINX HOLDINGS INC. By: ___________________________________ Name: Title: Dated as of February EXHIBIT A-2 TO CREDIT AND GUARANTY AGREEMENT CONVERSION/CONTINUATION NOTICE [_____ __], 2002 ANNEX B ACKNOWLEDGEMENT AND CONSENT 20[__]2 Reference is made to the Second Limited Waiver to Fourth Amendment Credit and Waiver, dated as of February 6, 2002 (the "Second Waiver"), to the Amended and Restated Credit Guaranty Agreement, dated as of June April 13, 2000 2018 (as it may be amended, restated supplemented or otherwise modified from time to time, the "“Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company ("Holdings"), SWT FINANCE B.V., a limited liability company organized under ”; the laws of the Netherlands (the "Borrower"), WEIGHTRONIX CANADA, ULC, a company incorporated under the laws of Nova Scotia (the "Canadian Borrower", terms defined therein and collectively with the Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), XXXXXX BROTHERS INC., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "Arrangers"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as administrative agent (in such capacity, the "Administrative Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent"). Unless not otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are being used herein as therein defined. Each ), by and among BLUELINX HOLDINGS INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, the Lenders party thereto from time to time and HPS INVESTMENT PARTNERS, LLC as the Administrative Agent and as the Collateral Agent (the “Agent”) Pursuant to Section 2.6 of the undersigned parties to the Guarantee and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit of the Lenders hereby (a) consents to the transactions contemplated by the Second Waiver and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained in the Guarantee and Collateral Credit Agreement, the Foreign Guarantees Borrower hereby irrevocably notifies the Agent that the Borrower desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of [mm/dd/yy]: $[___,___,___] Eurodollar Rate Loans to be continued with Interest Period of [1][2][3][6] month(s) $[___,___,___] Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [1][2][3][6] month(s) $[___,___,___] Eurodollar Rate Loans to be converted to Base Rate Loans The Borrower hereby certifies that as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default. [Signature Page Follows] 2Pursuant to Section 2.6(b)(i), to be delivered to the Agents no later than 10:00 (a.m.) (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Date: [mm/dd/yy] BLUELINX HOLDINGS INC. By: ___________________________________ Name: Title: EXHIBIT B TO CREDIT AND GUARANTY AGREEMENT FORM OF NOTE $[___,___,___] [____], 20[__] New York, New York FOR VALUE RECEIVED, BLUELINX HOLDINGS INC., a Delaware corporation (the “Borrower”), promises to pay [________], a [________] (the “Payee”) or its registered assigns the principal amount of [_][DOLLARS] ($[___,___,___][_]) or, if less, the aggregate unpaid principal amount owing hereunder, in the installments referred to below. The Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until Paid in Full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of April 13, 2018 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, the Lenders party thereto from time to time and HPS INVESTMENT PARTNERS, LLC as the Administrative Agent and as the Collateral Agent. The Borrower shall make scheduled principal payments on this Note as set forth in Section 2.8 of the Credit Agreement. This Note (this “Note”) is in the aggregate principal amount set forth above and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loan evidenced hereby was made and is to be repaid. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of the Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by the Administrative Agent and recorded in the Register, the Borrower, each Agent and the other Security Documents, Lenders shall be entitled to deem and treat Payee as the case owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the Borrower hereunder with respect to payments of principal of or interest on this Note. This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, aredue and payable in the manner, upon the conditions and shall remain, with the effect provided in full force and effect after giving effect the Credit Agreement. The terms of this Note are subject to such Second Waiver and all prior modifications amendment only in the manner provided in the Credit Agreement. No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of the Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed. The Borrower promises to pay all reasonable out-of-pocket costs and expenses, including out-of-pocket attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. The Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder. To the extent any provisions of the Note is inconsistent or conflicts with the Credit Agreement, the Credit Agreement shall control.

Pursuant to Section. 10.1 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Second WaiverThird Amendment. Very truly yours, ________________________________________ Bankers Trust Company ---------------------------------------- (NAME OF LENDER) By:_____________________________________ : /s/ Xxxxxxxxx Xxxxxx-Xxxxxxxxxx ------------------------------------ Name: Xxxxxxxxx Xxxxxx-Xxxxxxxxxx Title: Director Dated as of February May __, 2002 ANNEX B ACKNOWLEDGEMENT 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND CONSENT GUARANTEE AGREEMENT DATED AS OF JULY 28, 1999 To: Xxxxxx Commercial Paper Inc., as General Administrative Agent 3 World Financial Center Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to the Second Limited Waiver to Fourth Amendment Credit and Waiver, dated as of February 6, 2002 (the "Second Waiver"), to the Amended and Restated Credit Guarantee Agreement, dated as of June 13July 28, 2000 (1999, as amended by the First Amendment, dated as of November 4, 1999, and the Second Amendment, dated as of December 14, 1999, and as may be further amended, restated supplemented or otherwise modified from time to time, time (the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company SMTC Corporation ("Holdings"), SWT FINANCE B.V.HTM Holdings, a limited liability company organized under the laws of the Netherlands Inc. (the "U.S. Borrower"), WEIGHTRONIX CANADA, ULC, a company incorporated under the laws SMTC Manufacturing Corporation of Nova Scotia Canada (the "Canadian Borrower", and collectively ; together with the U.S. Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), XXXXXX BROTHERS INC.Xxxxxx Commercial Paper Inc., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "Arrangers"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as general administrative agent (in such capacity, the "General Administrative Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent")others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each The Borrowers have requested that (i) the Required Lenders, (ii) each of the undersigned parties to the Guarantee Canadian Revolving Credit Lenders, and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit (iii) each of the U.S. Revolving Credit Lenders hereby (a) consents consent to amend the transactions contemplated by Credit Agreement on the Second Waiver and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained terms described in the Guarantee and Collateral Agreement, Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the Foreign Guarantees and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Second Waiver and all prior modifications to the Credit Agreement"Third Amendment").

Pursuant to Section. 10.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the Administrative Agent of the Second WaiverAmendment. Very truly yours, __________________________________________ (NAME OF LENDER) By:_______________________________________ Name: Title: Dated as of February __15, 2002 ANNEX B ACKNOWLEDGEMENT AND CONSENT Reference is made to the Second Limited Waiver to Fourth Amendment and Waiver2001 EXHIBIT K GUARANTEE GUARANTEE, dated as of February 615, 2002 2001, made by Berkshire Fund IV, Limited Partnership and Berkshire Fund V, Limited Partnership (collectively, the "Guarantors"), in favor of FLEET NATIONAL BANK, as administrative agent (in such ---------- capacity, the "Administrative Agent") for the lenders (the "Second WaiverLenders"), ) parties to -------------------- ------- the Amended and Restated Credit Agreement, dated as of June 13, 2000 (as amended, restated supplemented or otherwise modified from time to time, the "Credit ------ Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company --------- ("Holdings"), SWT FINANCE B.V., a limited liability company organized under the -------- laws of the Netherlands (the "Borrower"), WEIGHTRONIX WEIGH-TRONIX CANADA, ULC, a company -------- incorporated under the laws of Nova Scotia (the "Canadian Borrower", ; and ----------------- collectively with the Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), XXXXXX BROTHERS --------- INC., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC.. , as co-arrangers and co-book managers (in such capacity, the "Arrangers"), --------- XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as administrative agent (in such capacity, the "Administrative Agent"), Agent and FLEET NATIONAL BANK, as ----------------- security agent (in such capacity, the "Security Agent"). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each of the undersigned parties to the Guarantee and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit of the Lenders hereby (a) consents to the transactions contemplated by the Second Waiver and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained in the Guarantee and Collateral Agreement, the Foreign Guarantees and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Second Waiver and all prior modifications to the Credit Agreement.--------------

Pursuant to Section. 10.1 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Second WaiverThird Amendment. Very truly yours, ________________________________________ Monument Capital Ltd., as Assignee By: Alliance Capital Management L.P. as Investment Manager ---------------------------------------- (NAME OF LENDER) By:_____________________________________ : Alliance Capital Management Corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Vice President Dated as of February __May 10, 2002 ANNEX B ACKNOWLEDGEMENT AND CONSENT Reference is made 2000 XxXXXXXX XXXXX ---------- BARRISTERS & SOLICITORS SUITE 3800 . SOUTH TOWER . ROYAL BANK PLAZA . TORONTO . ONTARIO . CANADA M5J 2J7 FAX (000) 000-0000 . TELEPHONE (000) 000-0000 . XXX.XXXXXXX.XXX May 18, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx 3 World Financial Centre Toronto, Ontario New York, New York M5H 1H1 U.S.A. 00000 -xxx xx- -xxx to- General Electric Capital Corporation Each of the Banks from time to 000 Xxxxxxx Xxxxxx time party to the Second Limited Waiver Credit Agreement Suite 2700 referred to Fourth below Xxx Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/Mesdames: Re: Third Amendment to Credit and WaiverGuarantee Agreement among SMTC Manufacturing Corporation of Canada and others We are counsel to SMTC Manufacturing Corporation of Canada ("SMTC (Canada)") and have acted on behalf of SMTC (Canada) in connection with the corporate authorization of the Third Amendment, dated as of February 6May 15, 2002 2000 (the "Second WaiverThird Amending Agreement"), to the Amended Credit and Restated Credit Guarantee Agreement, dated as of June 13July 28, 2000 1999 (as amendedamended by the First Amendment dated as of November 4, restated or otherwise modified from time to time1999, and the Second Amendment, dated as of December 14, 1999) (the "Credit Agreement") among SMTC (Canada), among WEIGH-TRONIXSMTC Corporation, LLCHTM Holdings, a Delaware limited liability company ("Holdings"), SWT FINANCE B.V., a limited liability company organized under the laws of the Netherlands (the "Borrower"), WEIGHTRONIX CANADA, ULC, a company incorporated under the laws of Nova Scotia (the "Canadian Borrower", and collectively with the Borrower, the "Borrowers"), Inc. the several banks and other financial institutions or entities from time to time parties thereto (collectively, the "LendersBanks"), XXXXXX BROTHERS INC.Xxxxxx Brothers Inc., as sole advisor, XXXXXX BROTHERS INC. lead arranger and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacitymanager, the "Arrangers"), XXXXXX COMMERCIAL PAPER INC.Bank of Nova Scotia, as syndication agent, Canadian administrative agent (in such capacityand collateral monitoring agent, the "Syndication Agent"), FLEET NATIONAL BANKXxxxxx Commercial Paper Inc., as general administrative agent (in such capacity, the "Administrative Agent"), and FLEET NATIONAL BANKGeneral Electric Capital Corporation, as security agent (documentation agent. This opinion is being delivered in such capacity, connection with the "Security Agent"). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each delivery by Ropes & Xxxx of its opinion pursuant to Section 8(e) of the undersigned parties to the Guarantee and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit of the Lenders hereby (a) consents to the transactions contemplated by the Second Waiver and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained in the Guarantee and Collateral Agreement, the Foreign Guarantees and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Second Waiver and all prior modifications to the Credit Third Amending Agreement.

Pursuant to Section. 10.1 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Second WaiverThird Amendment. Very truly yours, ________________________________________ First Dominion Funding I ---------------------------------------- (NAME OF LENDER) By:_____________________________________ : /s/ Xxxxxx Xxxxxxx ------------------------------------ Name: Xxxxxx Xxxxxxx Title: Authorized Signator Dated as of February May __, 2002 ANNEX B ACKNOWLEDGEMENT 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND CONSENT GUARANTEE AGREEMENT DATED AS OF JULY 28, 1999 To: Xxxxxx Commercial Paper Inc., as General Administrative Agent 3 World Financial Center Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to the Second Limited Waiver to Fourth Amendment Credit and Waiver, dated as of February 6, 2002 (the "Second Waiver"), to the Amended and Restated Credit Guarantee Agreement, dated as of June 13July 28, 2000 (1999, as amended by the First Amendment, dated as of November 4, 1999, and the Second Amendment, dated as of December 14, 1999, and as may be further amended, restated supplemented or otherwise modified from time to time, time (the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company SMTC Corporation ("Holdings"), SWT FINANCE B.V.HTM Holdings, a limited liability company organized under the laws of the Netherlands Inc. (the "U.S. Borrower"), WEIGHTRONIX CANADA, ULC, a company incorporated under the laws SMTC Manufacturing Corporation of Nova Scotia Canada (the "Canadian Borrower", and collectively ; together with the U.S. Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), XXXXXX BROTHERS INC.Xxxxxx Commercial Paper Inc., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "Arrangers"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as general administrative agent (in such capacity, the "General Administrative Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent")others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each The Borrowers have requested that (i) the Required Lenders, (ii) each of the undersigned parties to the Guarantee Canadian Revolving Credit Lenders, and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit (iii) each of the U.S. Revolving Credit Lenders hereby (a) consents consent to amend the transactions contemplated by Credit Agreement on the Second Waiver and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained terms described in the Guarantee and Collateral Agreement, Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the Foreign Guarantees and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Second Waiver and all prior modifications to the Credit Agreement"Third Amendment").

Pursuant to Section. 10.1 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Second WaiverThird Amendment. Very truly yours, ________________________________________ (NAME OF LENDER) COMERICA BANK-CANADA By:_____________________________________ : /s/ L. Xxxxxxxx Xxxxxx ------------------------------------ Name: L. Xxxxxxxx Xxxxxx Title: Vice President, International Finance Dated as of February __May 10, 2002 ANNEX B ACKNOWLEDGEMENT 2000 [Comerica logo] -------------------------------------------------------------------------------- Comerica Bank International Finance Department X X Xxx 00000 Xxxxxxx, Xxxxxxxx 00000-0000 Tel.: (000) 000-0000 Fax: (000) 000-0000 Xxxxxxx P Xxxxxxx@Xxxxxxxx.xxx ------------------------------ Xxxxxxx X. Persons, CCM First Vice President LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND CONSENT GUARANTEE AGREEMENT DATED AS OF JULY 28, 1999 To: Xxxxxx Commercial Paper Inc., as General Administrative Agent 3 World Financial Center Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to the Second Limited Waiver to Fourth Amendment Credit and Waiver, dated as of February 6, 2002 (the "Second Waiver"), to the Amended and Restated Credit Guarantee Agreement, dated as of June 13July 28, 2000 (1999, as amended by the First Amendment, dated as of November 4, 1999, and the Second Amendment, dated as of December 14, 1999, and as may be further amended, restated supplemented or otherwise modified from time to time, time (the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company SMTC Corporation ("Holdings"), SWT FINANCE B.V.HTM Holdings, a limited liability company organized under the laws of the Netherlands Inc. (the "U.S. Borrower"), WEIGHTRONIX CANADA, ULC, a company incorporated under the laws SMTC Manufacturing Corporation of Nova Scotia Canada (the "Canadian Borrower", and collectively ; together with the U.S. Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), XXXXXX BROTHERS INC.Xxxxxx Commercial Paper Inc., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "Arrangers"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as general administrative agent (in such capacity, the "General Administrative Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent")others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each The Borrowers have requested that (i) the Required Lenders, (ii) each of the undersigned parties to the Guarantee Canadian Revolving Credit Lenders, and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit (iii) each of the U.S. Revolving Credit Lenders hereby (a) consents consent to amend the transactions contemplated by Credit Agreement on the Second Waiver and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained terms described in the Guarantee and Collateral Agreement, Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the Foreign Guarantees and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Second Waiver and all prior modifications to the Credit Agreement"Third Amendment").

Pursuant to Section. 10.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the Administrative Agent of the Second WaiverAmendment. Very truly yours, ________________________________________ ------------------------------------------ (NAME OF LENDER) By:_____________________________________ : -------------------------------------- Name: Title: Dated as of February __, 2002 ANNEX B ACKNOWLEDGEMENT AND CONSENT Reference is made to the Second Limited Waiver to Fourth Amendment and WaiverSeventh Amendment, dated as of February 613, 2002 (the "Second WaiverAmendment"), to the Amended and Restated Credit Agreement, dated as of June 13, 2000 (as amended, restated or otherwise modified from time to time, the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company ("Holdings"), SWT FINANCE B.V., a limited liability company organized under the laws of the Netherlands (the "Borrower"), WEIGHTRONIX WEIGH-TRONIX CANADA, ULC, a company incorporated under the laws of Nova Scotia (the "Canadian Borrower", and collectively with the Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), XXXXXX BROTHERS INC., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "Arrangers"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as administrative agent (in such capacity, the "Administrative Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent"). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each of the undersigned parties to the Guarantee and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit of the Lenders hereby (a) consents to the transactions contemplated by the Second Waiver Amendment to the Credit Agreement and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained in the Guarantee and Collateral Agreement, the Foreign Guarantees Guarantee and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Second Waiver Amendment and all prior modifications to the Credit Agreement.

Pursuant to Section. 10.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the Administrative Agent of the Second WaiverAmendment. Very truly yours, ________________________________________ ------------------------------------------ (NAME OF LENDER) By:_______________________________________ Name: Title: Dated as of February June __, 2002 ANNEX B 2001 ACKNOWLEDGEMENT AND CONSENT Reference is made to the Second Limited Waiver to Fourth Amendment and WaiverThird Amendment, dated as of February 6June 29, 2002 2001 (the "Second WaiverAmendment"), to the Amended and Restated Credit Agreement, dated as of June 13, 2000 (as amended, restated or otherwise modified from time to time, the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company ("Holdings"), SWT FINANCE B.V., a limited liability company organized under the laws of the Netherlands (the "Borrower"), WEIGHTRONIX WEIGH-TRONIX CANADA, ULC, a company incorporated under the laws of Nova Scotia (the "Canadian Borrower", and collectively with the Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), XXXXXX BROTHERS INC., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "Arrangers"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as administrative agent (in such capacity, the "Administrative Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent"). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each of the undersigned parties to the Guarantee and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit of the Lenders hereby (a) consents to the transactions contemplated by the Second Waiver Amendment to the Credit Agreement and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained in the Guarantee and Collateral Agreement, the Foreign Guarantees Guarantee and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Second Waiver Amendment and all prior modifications to the Credit Agreement.

Pursuant to Section. 10.1 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Second WaiverThird Amendment. Very truly yours, ________________________________________ General Electric Capital Corporation ---------------------------------------- (NAME OF LENDER) By:_____________________________________ : /s/ Xxxx Xxxxxxx ------------------------------------ Name: Xxxx Xxxxxxx Title: Duly Authorized Signatory Dated as of February __May 8, 2002 ANNEX B ACKNOWLEDGEMENT 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND CONSENT GUARANTEE AGREEMENT DATED AS OF JULY 28, 1999 To: Xxxxxx Commercial Paper Inc., as General Administrative Agent 3 World Financial Center Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to the Second Limited Waiver to Fourth Amendment Credit and Waiver, dated as of February 6, 2002 (the "Second Waiver"), to the Amended and Restated Credit Guarantee Agreement, dated as of June 13July 28, 2000 (1999, as amended by the First Amendment, dated as of November 4, 1999, and the Second Amendment, dated as of December 14, 1999, and as may be further amended, restated supplemented or otherwise modified from time to time, time (the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company SMTC Corporation ("Holdings"), SWT FINANCE B.V.HTM Holdings, a limited liability company organized under the laws of the Netherlands Inc. (the "U.S. Borrower"), WEIGHTRONIX CANADA, ULC, a company incorporated under the laws SMTC Manufacturing Corporation of Nova Scotia Canada (the "Canadian Borrower", and collectively ; together with the U.S. Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), XXXXXX BROTHERS INC.Xxxxxx Commercial Paper Inc., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "Arrangers"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as general administrative agent (in such capacity, the "General Administrative Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent")others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each The Borrowers have requested that (i) the Required Lenders, (ii) each of the undersigned parties to the Guarantee Canadian Revolving Credit Lenders, and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit (iii) each of the U.S. Revolving Credit Lenders hereby (a) consents consent to amend the transactions contemplated by Credit Agreement on the Second Waiver and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained terms described in the Guarantee and Collateral Agreement, Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the Foreign Guarantees and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Second Waiver and all prior modifications to the Credit Agreement"Third Amendment").

Pursuant to Section. 10.1 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Second WaiverThird Amendment. Very truly yours, ________________________________________ IBM Credit Corporation ---------------------------------------- (NAME OF LENDER) By:_____________________________________ : /s/ Xxxxx X. Xxxxxxxx ------------------------------------ Name: Xxxxx X. Xxxxxxxx Title: Manager, U.S. Commercial Credit Dated as of February __May , 2002 ANNEX B ACKNOWLEDGEMENT 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND CONSENT GUARANTEE AGREEMENT DATED AS OF JULY 28, 1999 To: Xxxxxx Commercial Paper Inc., as General Administrative Agent 3 World Financial Center Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to the Second Limited Waiver to Fourth Amendment Credit and Waiver, dated as of February 6, 2002 (the "Second Waiver"), to the Amended and Restated Credit Guarantee Agreement, dated as of June 13July 28, 2000 (1999, as amended by the First Amendment, dated as of November 4, 1999, and the Second Amendment, dated as of December 14, 1999, and as may be further amended, restated supplemented or otherwise modified from time to time, time (the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company SMTC Corporation ("Holdings"), SWT FINANCE B.V.HTM Holdings, a limited liability company organized under the laws of the Netherlands Inc. (the "U.S. Borrower"), WEIGHTRONIX CANADA, ULC, a company incorporated under the laws SMTC Manufacturing Corporation of Nova Scotia Canada (the "Canadian Borrower", and collectively ; together with the U.S. Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), XXXXXX BROTHERS INC.Xxxxxx Commercial Paper Inc., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "Arrangers"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as general administrative agent (in such capacity, the "General Administrative Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent")others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each The Borrowers have requested that (i) the Required Lenders, (ii) each of the undersigned parties to the Guarantee Canadian Revolving Credit Lenders, and Collateral Agreement or the Foreign Guarantees, as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit (iii) each of the U.S. Revolving Credit Lenders hereby (a) consents consent to amend the transactions contemplated by Credit Agreement on the Second Waiver and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained terms described in the Guarantee and Collateral Agreement, Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the Foreign Guarantees and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Second Waiver and all prior modifications to the Credit Agreement"Third Amendment").