Common use of Pursuant to Section Clause in Contracts

Pursuant to Section. 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third 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 May 8, 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND 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 Credit and Guarantee Agreement, dated as of July 28, 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, supplemented or otherwise modified from time to time (the "Credit Agreement"), among SMTC Corporation ("Holdings"), HTM Holdings, Inc. (the "U.S. Borrower"), SMTC Manufacturing Corporation of Canada (the "Canadian Borrower"; 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 Commercial Paper Inc., as general administrative agent (in such capacity, the "General Administrative Agent"), and others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. The Borrowers have requested that (i) the Required Lenders, (ii) each of the Canadian Revolving Credit Lenders, and (iii) each of the U.S. Revolving Credit Lenders consent to amend the Credit Agreement on the terms described in the Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment").

Pursuant to Section. 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third Amendment. Very truly yours, General Electric Capital Corporation AMMC CDO I, LIMITED ---------------------------------------- (NAME OF LENDER) By: /s/ Xxxx Xxxxxxx X. Eng ------------------------------------ Name: Xxxx Xxxxxxx X. Eng Title: Duly Authorized Signatory Attorney-in-fact Dated as of May 8, 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND 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 Credit and Guarantee Agreement, dated as of July 28, 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, supplemented or otherwise modified from time to time (the "Credit Agreement"), among SMTC Corporation ("Holdings"), HTM Holdings, Inc. (the "U.S. Borrower"), SMTC Manufacturing Corporation of Canada (the "Canadian Borrower"; 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 Commercial Paper Inc., as general administrative agent (in such capacity, the "General Administrative Agent"), and others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. The Borrowers have requested that (i) the Required Lenders, (ii) each of the Canadian Revolving Credit Lenders, and (iii) each of the U.S. Revolving Credit Lenders consent to amend the Credit Agreement on the terms described in the Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment").

Pursuant to Section. 15.1 10.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third 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 May 8June __, 2000 EXHIBIT A LENDER 2001 ACKNOWLEDGEMENT AND CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND 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 Third Amendment, dated as of June 29, 2001 (the "Amendment"), to the Amended and Restated Credit and Guarantee Agreement, dated as of July 28June 13, 1999, 2000 (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, supplemented restated or otherwise modified from time to time (time, the "Credit Agreement"), among SMTC Corporation WEIGH-TRONIX, LLC, a Delaware limited liability company ("Holdings"), HTM HoldingsSWT FINANCE B.V., Inc. a limited liability company organized under the laws of the Netherlands (the "U.S. Borrower"), SMTC Manufacturing Corporation WEIGH-TRONIX CANADA, ULC, a company incorporated under the laws of Canada Nova Scotia (the "Canadian Borrower"; together , and collectively 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 Commercial Paper Inc.XXXXXX BROTHERS INC., as general 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 "General Administrative Agent"), and othersFLEET 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. The Borrowers have requested that (i) the Required Lenders, (ii) each Each of the Canadian Revolving Credit Lendersundersigned parties to the Guarantee and Collateral Agreement or the Foreign Guarantees, and (iii) each as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit of the U.S. Revolving Credit Lenders consent hereby (a) consents to amend the transactions contemplated by the Amendment to the Credit Agreement on and (b) acknowledges and agrees that the terms described guarantees and grants of security interests made by such party contained in the Third Guarantee and Collateral Agreement, the Foreign 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 Amendment and all prior modifications to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment")Credit Agreement.

Pursuant to Section. 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third Amendment. Very truly yours, General Electric Capital Corporation ---------------------------------------- (NAME OF LENDER) COMERICA BANK-CANADA By: /s/ Xxxx Xxxxxxx L. Xxxxxxxx Xxxxxx ------------------------------------ Name: Xxxx Xxxxxxx L. Xxxxxxxx Xxxxxx Title: Duly Authorized Signatory Vice President, International Finance Dated as of May 810, 2000 EXHIBIT A [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 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 Credit and Guarantee Agreement, dated as of July 28, 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, supplemented or otherwise modified from time to time (the "Credit Agreement"), among SMTC Corporation ("Holdings"), HTM Holdings, Inc. (the "U.S. Borrower"), SMTC Manufacturing Corporation of Canada (the "Canadian Borrower"; 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 Commercial Paper Inc., as general administrative agent (in such capacity, the "General Administrative Agent"), and others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. The Borrowers have requested that (i) the Required Lenders, (ii) each of the Canadian Revolving Credit Lenders, and (iii) each of the U.S. Revolving Credit Lenders consent to amend the Credit Agreement on the terms described in the Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment").

Pursuant to Section. 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third Amendment. Very truly yours, General Electric Capital Corporation First Dominion Funding I ---------------------------------------- (NAME OF LENDER) By: /s/ Xxxx Xxxxxx Xxxxxxx ------------------------------------ Name: Xxxx Xxxxxx Xxxxxxx Title: Duly Authorized Signatory Signator Dated as of May 8__, 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND 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 Credit and Guarantee Agreement, dated as of July 28, 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, supplemented or otherwise modified from time to time (the "Credit Agreement"), among SMTC Corporation ("Holdings"), HTM Holdings, Inc. (the "U.S. Borrower"), SMTC Manufacturing Corporation of Canada (the "Canadian Borrower"; 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 Commercial Paper Inc., as general administrative agent (in such capacity, the "General Administrative Agent"), and others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. The Borrowers have requested that (i) the Required Lenders, (ii) each of the Canadian Revolving Credit Lenders, and (iii) each of the U.S. Revolving Credit Lenders consent to amend the Credit Agreement on the terms described in the Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment").

Pursuant to Section. 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third Amendment. Very truly yours, General Electric Capital Corporation The Chase Manhattan Bank ---------------------------------------- (NAME OF LENDER) By: /s/ Xxxx Xxxxx Xxxxxxx ------------------------------------ Name: Xxxx Xxxxx Xxxxxxx Title: Duly Authorized Signatory Vice President Dated as of May 8, 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND 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 Credit and Guarantee Agreement, dated as of July 28, 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, supplemented or otherwise modified from time to time (the "Credit Agreement"), among SMTC Corporation ("Holdings"), HTM Holdings, Inc. (the "U.S. Borrower"), SMTC Manufacturing Corporation of Canada (the "Canadian Borrower"; 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 Commercial Paper Inc., as general administrative agent (in such capacity, the "General Administrative Agent"), and others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. The Borrowers have requested that (i) the Required Lenders, (ii) each of the Canadian Revolving Credit Lenders, and (iii) each of the U.S. Revolving Credit Lenders consent to amend the Credit Agreement on the terms described in the Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment").

Pursuant to Section. 15.1 10.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third 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 May 8February , 2000 EXHIBIT A LENDER 2002 ANNEX B ACKNOWLEDGEMENT AND CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND 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 Seventh Amendment, dated as of February 13, 2002 (the "Amendment"), to the Amended and Restated Credit and Guarantee Agreement, dated as of July 28June 13, 1999, 2000 (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, supplemented restated or otherwise modified from time to time (time, the "Credit Agreement"), among SMTC Corporation WEIGH-TRONIX, LLC, a Delaware limited liability company ("Holdings"), HTM HoldingsSWT FINANCE B.V., Inc. a limited liability company organized under the laws of the Netherlands (the "U.S. Borrower"), SMTC Manufacturing Corporation WEIGH-TRONIX CANADA, ULC, a company incorporated under the laws of Canada Nova Scotia (the "Canadian Borrower"; together , and collectively 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 Commercial Paper Inc.FLEET NATIONAL BANK, as general administrative agent (in such capacity, the "General Administrative Agent"), and othersFLEET 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. The Borrowers have requested that (i) the Required Lenders, (ii) each Each of the Canadian Revolving Credit Lendersundersigned parties to the Guarantee and Collateral Agreement or the Foreign Guarantees, and (iii) each as the case may be, made by the undersigned in favor of Fleet National Bank, as Administrative Agent, for the benefit of the U.S. Revolving Credit Lenders consent hereby (a) consents to amend the transactions contemplated by the Amendment to the Credit Agreement on and (b) acknowledges and agrees that the terms described guarantees and grants of security interests made by such party contained in the Third Guarantee and Collateral Agreement, the Foreign 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 Amendment and all prior modifications to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment")Credit Agreement.

Pursuant to Section. 15.1 10.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third 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 May 8February 15, 2000 2001 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGSK GUARANTEE GUARANTEE, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 28dated as of February 15, 1999 To: Xxxxxx Commercial Paper Inc.2001, made by Berkshire Fund IV, Limited Partnership and Berkshire Fund V, Limited Partnership (collectively, the "Guarantors"), in favor of FLEET NATIONAL BANK, as General administrative agent (in such ---------- capacity, the "Administrative Agent 3 World Financial Center Xxx Xxxx, Xxx Xxxx 00000 Ladies Agent") for the lenders (the "Lenders") parties to -------------------- ------- the Amended and Gentlemen: Reference is made to the Restated Credit and Guarantee Agreement, dated as of July 28June 13, 1999, 2000 (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, supplemented or otherwise modified from time to time (time, the "Credit ------ Agreement"), among SMTC Corporation WEIGH-TRONIX, LLC, a Delaware limited liability company --------- ("Holdings"), HTM HoldingsSWT FINANCE B.V., Inc. a limited liability company organized under the -------- laws of the Netherlands (the "U.S. Borrower"), SMTC Manufacturing Corporation WEIGH-TRONIX CANADA, ULC, a company -------- incorporated under the laws of Canada Nova Scotia (the "Canadian Borrower"; together and ----------------- collectively with the U.S. Borrower, the "Borrowers"), the several banks Lenders, XXXXXX BROTHERS --------- INC., as sole advisor, XXXXXX BROTHERS INC. and other financial institutions or entities from time to time parties thereto FLEETBOSTON XXXXXXXXX XXXXXXXX INC. , as co-arrangers and co-book managers (in such capacity, the "LendersArrangers"), Xxxxxx Commercial Paper Inc.--------- XXXXXX COMMERCIAL PAPER INC., as general administrative syndication agent (in such capacity, the "General Administrative Syndication Agent"), the Administrative Agent and others. Unless otherwise defined hereinFLEET NATIONAL BANK, capitalized terms used herein and defined as ----------------- security agent (in the Credit Agreement are used herein as therein defined. The Borrowers have requested that (i) the Required Lenderssuch capacity, (ii) each of the Canadian Revolving Credit Lenders, and (iii) each of the U.S. Revolving Credit Lenders consent to amend the Credit Agreement on the terms described in the Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third AmendmentSecurity Agent").. --------------

Pursuant to Section. 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third Amendment. Very truly yours, General Electric Capital IBM Credit Corporation ---------------------------------------- (NAME OF LENDER) By: /s/ Xxxx Xxxxxxx Xxxxx X. Xxxxxxxx ------------------------------------ Name: Xxxx Xxxxxxx Xxxxx X. Xxxxxxxx Title: Duly Authorized Signatory Manager, U.S. Commercial Credit Dated as of May 8, 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND 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 Credit and Guarantee Agreement, dated as of July 28, 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, supplemented or otherwise modified from time to time (the "Credit Agreement"), among SMTC Corporation ("Holdings"), HTM Holdings, Inc. (the "U.S. Borrower"), SMTC Manufacturing Corporation of Canada (the "Canadian Borrower"; 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 Commercial Paper Inc., as general administrative agent (in such capacity, the "General Administrative Agent"), and others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. The Borrowers have requested that (i) the Required Lenders, (ii) each of the Canadian Revolving Credit Lenders, and (iii) each of the U.S. Revolving Credit Lenders consent to amend the Credit Agreement on the terms described in the Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment").

Pursuant to Section. 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third Amendment. Very truly yours, General Electric Capital Corporation ---------------------------------------- (NAME OF LENDER) COMERICA BANK By: /s/ Xxxx Xxxxxxx X. Persons ------------------------------------ Name: Xxxx Xxxxxxx X. Persons Title: Duly Authorized Signatory First Vice President, International Finance Dated as of May 810, 2000 [Comerica logo] EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND 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 Credit and Guarantee Agreement, dated as of July 28, 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, supplemented or otherwise modified from time to time (the "Credit Agreement"), among SMTC Corporation ("Holdings"), HTM Holdings, Inc. (the "U.S. Borrower"), SMTC Manufacturing Corporation of Canada (the "Canadian Borrower"; 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 Commercial Paper Inc., as general administrative agent (in such capacity, the "General Administrative Agent"), and others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. The Borrowers have requested that (i) the Required Lenders, (ii) each of the Canadian Revolving Credit Lenders, and (iii) each of the U.S. Revolving Credit Lenders consent to amend the Credit Agreement on the terms described in the Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment").

Pursuant to Section. 15.1 10.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third AmendmentSecond Waiver. Very truly yours, General Electric Capital Corporation ---------------------------------------- ________________________________________ (NAME OF LENDER) By: /s/ Xxxx Xxxxxxx ------------------------------------ :_____________________________________ Name: Xxxx Xxxxxxx Title: Duly Authorized Signatory Dated as of May 8February __, 2000 EXHIBIT A LENDER 2002 ANNEX B ACKNOWLEDGEMENT AND CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND 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 and Waiver, dated as of February 6, 2002 (the "Second Waiver"), to the Amended and Restated Credit and Guarantee Agreement, dated as of July 28June 13, 1999, 2000 (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, supplemented restated or otherwise modified from time to time (time, the "Credit Agreement"), among SMTC Corporation WEIGH-TRONIX, LLC, a Delaware limited liability company ("Holdings"), HTM HoldingsSWT FINANCE B.V., Inc. a limited liability company organized under the laws of the Netherlands (the "U.S. Borrower"), SMTC Manufacturing Corporation WEIGHTRONIX CANADA, ULC, a company incorporated under the laws of Canada Nova Scotia (the "Canadian Borrower"; together , and collectively 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 Commercial Paper Inc.XXXXXX BROTHERS INC., as general 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 "General Administrative Agent"), and othersFLEET 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. The Borrowers have requested that (i) the Required Lenders, (ii) each Each of the Canadian Revolving Credit Lendersundersigned 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 (iii) each of the U.S. Revolving Credit Lenders consent shall remain, in full force and effect after giving effect to amend such Second Waiver and all prior modifications to the Credit Agreement on the terms described in the Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment")Agreement.

Pursuant to Section. 15.1 2.1(a) of the Credit Agreement, the undersigned Lender hereby consents Borrower desires that the Lenders make $[___,___,___] aggregate principal amount of Eurodollar Rate Loans, with an initial Interest Period of [1][2][3][6] month(s), to the execution by Borrower in accordance with the General Administrative Agent applicable terms and conditions of the Third AmendmentCredit Agreement on [mm/dd/yy] (the “Borrowing Date”). Very truly yours, General Electric Capital Corporation ---------------------------------------- (NAME OF LENDER) Proceeds of the Loans requested on the Borrowing Date are to be made available to the Borrower at the following account: Bank Name: _______________________ Bank Address: _______________________ ABA Number: _______________________ Account Number: _______________________ Attention: _______________________ Reference: _______________________ [Signature Page Follows] Date: [mm/dd/yy] BLUELINX HOLDINGS INC. By: /s/ Xxxx Xxxxxxx ------------------------------------ ___________________________________ Name: Xxxx Xxxxxxx Title: Duly Authorized Signatory Dated as of May 8, 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA A-2 TO CREDIT AND GUARANTEE GUARANTY AGREEMENT DATED AS OF JULY 28CONVERSION/CONTINUATION NOTICE [_____ __], 1999 To: Xxxxxx Commercial Paper Inc., as General Administrative Agent 3 World Financial Center Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: 20[__]2 Reference is made to the Credit and Guarantee Guaranty Agreement, dated as of July 28April 13, 1999, 2018 (as amended by the First Amendment, dated as of November 4, 1999, and the Second Amendment, dated as of December 14, 1999, and as it may be further amended, supplemented or otherwise modified from time to time (time, the "“Credit Agreement"), among SMTC Corporation ("Holdings"), HTM Holdings, Inc. (”; the "U.S. Borrower"), SMTC Manufacturing Corporation of Canada (the "Canadian Borrower"; together with the U.S. Borrower, the "Borrowers"), the several banks terms defined therein and other financial institutions or entities from time to time parties thereto (the "Lenders"), Xxxxxx Commercial Paper Inc., as general administrative agent (in such capacity, the "General Administrative Agent"), and others. Unless not otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are being used herein as therein defined), 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 Credit Agreement, the 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 Borrowers have requested 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 (i) as it may be amended, supplemented or otherwise modified, the Required Lenders“Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), (ii) each 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 Canadian Revolving Credit Lenders, Agreement. This Note (this “Note”) is in the aggregate principal amount set forth above and (iii) each is issued pursuant to and entitled to the benefits of the U.S. Revolving 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 Lenders consent shall be entitled to amend deem and treat Payee as the 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, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. The terms of this Note are subject to 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 terms described place, at the respective times, and in the Third Amendment currency herein prescribed. The Borrower promises to which a form 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 Lender Consent Letter 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 attached as Exhibit A (inconsistent or conflicts with the "Third Amendment")Credit Agreement, the Credit Agreement shall control.

Pursuant to Section. 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third Amendment. Very truly yours, General Electric Monument Capital Corporation 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/ Xxxx Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxx Xxxxxxx X. Xxxxxxx Title: Duly Authorized Signatory Vice President Dated as of May 810, 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGSXxXXXXXX 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, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 28, 1999 To: 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia Xxxxxx Commercial Paper Inc., as General Administrative Agent Inc. 00 Xxxx Xxxxxx Xxxx 3 World Financial Center 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 Credit Agreement Suite 2700 referred to below Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxxxx X.X.X. 00000 Ladies Dear Sirs/Mesdames: Re: Third Amendment to Credit and Gentlemen: Reference is made Guarantee 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 May 15, 2000 (the "Third Amending Agreement"), to the Credit and Guarantee Agreement, dated as of July 28, 1999, 1999 (as amended by the First Amendment, Amendment dated as of November 4, 1999, and the Second Amendment, dated as of December 14, 1999, and as may be further amended, supplemented or otherwise modified from time to time ) (the "Credit Agreement") among SMTC (Canada), among SMTC Corporation ("Holdings")Corporation, HTM Holdings, Inc. (the "U.S. Borrower"), SMTC Manufacturing Corporation of Canada (the "Canadian Borrower"; together with the U.S. Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (collectively, the "LendersBanks"), Xxxxxx Brothers Inc., as advisor, lead arranger and book manager, the Bank of Nova Scotia, as syndication agent, Canadian administrative agent and collateral monitoring agent, Xxxxxx Commercial Paper Inc., as general administrative agent (and General Electric Capital Corporation, as documentation agent. This opinion is being delivered in such capacity, connection with the "General Administrative Agent"), and others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. The Borrowers have requested that (idelivery by Ropes & Xxxx of its opinion pursuant to Section 8(e) the Required Lenders, (ii) each of the Canadian Revolving Credit Lenders, and (iii) each of the U.S. Revolving Credit Lenders consent to amend the Credit Agreement on the terms described in the Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment")Amending Agreement.

Pursuant to Section. 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third Amendment. Very truly yours, General Electric Capital Corporation Bankers Trust Company ---------------------------------------- (NAME OF LENDER) By: /s/ Xxxx Xxxxxxx Xxxxxxxxx Xxxxxx-Xxxxxxxxxx ------------------------------------ Name: Xxxx Xxxxxxx Xxxxxxxxx Xxxxxx-Xxxxxxxxxx Title: Duly Authorized Signatory Director Dated as of May 8__, 2000 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND 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 Credit and Guarantee Agreement, dated as of July 28, 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, supplemented or otherwise modified from time to time (the "Credit Agreement"), among SMTC Corporation ("Holdings"), HTM Holdings, Inc. (the "U.S. Borrower"), SMTC Manufacturing Corporation of Canada (the "Canadian Borrower"; 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 Commercial Paper Inc., as general administrative agent (in such capacity, the "General Administrative Agent"), and others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. The Borrowers have requested that (i) the Required Lenders, (ii) each of the Canadian Revolving Credit Lenders, and (iii) each of the U.S. Revolving Credit Lenders consent to amend the Credit Agreement on the terms described in the Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment").