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, COMERICA BANK-CANADA By: /s/ L. Xxxxxxxx Xxxxxx ------------------------------------ Name: L. Xxxxxxxx Xxxxxx Title: Vice President, International Finance Dated as of May 10, 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 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, COMERICA BANK-CANADA BANK By: /s/ L. Xxxxxxxx Xxxxxx Xxxxxxx X. Persons ------------------------------------ Name: L. Xxxxxxxx Xxxxxx Xxxxxxx X. Persons Title: First Vice President, International Finance Dated as of May 10, 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 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, COMERICA BANK-CANADA General Electric Capital Corporation ---------------------------------------- (NAME OF LENDER) By: /s/ L. Xxxxxxxx Xxxxxx Xxxx Xxxxxxx ------------------------------------ Name: L. Xxxxxxxx Xxxxxx Xxxx Xxxxxxx Title: Vice President, International Finance Duly Authorized Signatory Dated as of May 108, 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 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, COMERICA BANK-CANADA 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/ L. Xxxxxxxx Xxxxxx Xxxxxxx X. Xxxxxxx ------------------------------------ Name: L. Xxxxxxxx Xxxxxx Xxxxxxx X. Xxxxxxx Title: Vice President, International Finance President Dated as of May 10, 2000 [Comerica logo] -------------------------------------------------------------------------------- Comerica Bank International Finance Department X X Xxx 00000 Xxxxxxx, Xxxxxxxx 00000-0000 Tel.: XxXXXXXX XXXXX ---------- BARRISTERS & SOLICITORS SUITE 3800 . SOUTH TOWER . ROYAL BANK PLAZA . TORONTO . ONTARIO . CANADA M5J 2J7 FAX (000) 000-0000 Fax: . TELEPHONE (000) 000-0000 Xxxxxxx P Xxxxxxx@Xxxxxxxx.xxx ------------------------------ Xxxxxxx X. Persons. XXX.XXXXXXX.XXX May 18, 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: 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, COMERICA BANK-CANADA First Dominion Funding I ---------------------------------------- (NAME OF LENDER) By: /s/ L. Xxxxxxxx Xxxxxx Xxxxxxx ------------------------------------ Name: L. Xxxxxxxx Xxxxxx Xxxxxxx Title: Vice President, International Finance Authorized Signator Dated as of May 10__, 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 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, COMERICA BANK-CANADA Bankers Trust Company ---------------------------------------- (NAME OF LENDER) By: /s/ L. Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx-Xxxxxxxxxx ------------------------------------ Name: L. Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx-Xxxxxxxxxx Title: Vice President, International Finance Director Dated as of May 10__, 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 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, COMERICA BANK-CANADA The Chase Manhattan Bank ---------------------------------------- (NAME OF LENDER) By: /s/ L. Xxxxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxx ------------------------------------ Name: L. Xxxxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxx Title: Vice President, International Finance President Dated as of May 10, 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 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, COMERICA BANK-CANADA __________________________________________ (NAME OF LENDER) By: /s/ L. Xxxxxxxx Xxxxxx ------------------------------------ :_______________________________________ Name: L. Xxxxxxxx Xxxxxx Title: Vice President, International Finance Dated as of May 10February 15, 2000 [Comerica logo] -------------------------------------------------------------------------------- Comerica Bank International Finance Department X X Xxx 00000 Xxxxxxx2001 EXHIBIT K GUARANTEE GUARANTEE, Xxxxxxxx 00000-0000 Tel.: dated as of February 15, 2001, made by Berkshire Fund IV, Limited Partnership and Berkshire Fund V, Limited Partnership (000) 000-0000 Fax: (000) 000-0000 Xxxxxxx P Xxxxxxx@Xxxxxxxx.xxx ------------------------------ Xxxxxxx X. Personscollectively, CCM First Vice President LENDER CONSENT LETTER HTM HOLDINGSthe "Guarantors"), INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 28, 1999 To: Xxxxxx Commercial Paper Inc.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 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, COMERICA BANK-CANADA ________________________________________ (NAME OF LENDER) By: /s/ L. Xxxxxxxx Xxxxxx ------------------------------------ :_____________________________________ Name: L. Xxxxxxxx Xxxxxx Title: Vice President, International Finance Dated as of May 10February __, 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 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 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third Amendment. Very truly yours, COMERICA BANK-CANADA AMMC CDO I, LIMITED ---------------------------------------- (NAME OF LENDER) By: /s/ L. Xxxxxxxx Xxxxxx Xxxxxxx X. Eng ------------------------------------ Name: L. Xxxxxxxx Xxxxxx Xxxxxxx X. Eng Title: Vice President, International Finance Attorney-in-fact Dated as of May 108, 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 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, COMERICA BANK-CANADA IBM Credit Corporation ---------------------------------------- (NAME OF LENDER) By: /s/ L. Xxxxx X. Xxxxxxxx Xxxxxx ------------------------------------ Name: L. Xxxxx X. Xxxxxxxx Xxxxxx Title: Vice PresidentManager, International Finance U.S. Commercial Credit Dated as of May 10, 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 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, COMERICA BANK-CANADA ------------------------------------------ (NAME OF LENDER) By: /s/ L. Xxxxxxxx Xxxxxx ------------------------------------ :_______________________________________ Name: L. Xxxxxxxx Xxxxxx Title: Vice President, International Finance Dated as of May 10June __, 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 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.