LETTER AGREEMENT REGARDING SUNTRON CORPORATION

Exhibit 99.3

October 3, 2007 CONFIDENTIAL

LETTER AGREEMENT REGARDING
SUNTRON CORPORATION

Xxxxxx Equity Investors IV, L.P.
TC Manufacturing Holdings, L.L.C.
TC KCo, L.L.C.
c/x Xxxxxx Equity Investors IV, L.P.
0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000

Ladies and Gentlemen:

     Reference is made to the First Amended and Restated Limited Liability Company Agreement of Xxxxxx-XXXX Funding III, L.L.C. (the “LLC”), dated as of February 27, 2002 (the “LLC Agreement”), by and among Xxxxxx Equity Investors IV, L.P. and its Affiliates, including TC Manufacturing Holdings, L.L.C. and TC KCo, L.L.C. (collectively, “Xxxxxx”) and Xxxx Strategic Partners, L.P. and its Affiliates, including XXXX (K*TEC) Co-Investment Partners, L.P. (collectively, “Xxxx”). Capitalized letters used in this letter agreement (this “Letter Agreement”) and not defined herein shall have the meanings ascribed thereto in the LLC Agreement.

     Each of Xxxxxx and Xxxx agrees that as soon as practicable following the closing (the “Closing”) of the going private transaction (the “13e-3 Transaction”) of Suntron Corporation (“Suntron”), the parties will take all necessary action to dissolve the LLC and terminate the LLC Agreement in accordance with the LLC Agreement and distribute the shares of Suntron held by the LLC to each of Xxxxxx and Xxxx in proportion to its respective ownership percentage in the LLC (the “Reorganization”).

     In addition, concurrent with the Reorganization, Xxxxxx and Xxxx shall terminate the LLC Agreement and enter into a stockholders’ agreement (the “Stockholders’ Agreement”) with each other and with the other stockholders of Suntron (the “Other Stockholders”) (Xxxxxx, Xxxx and the Other Stockholders collectively being referred to herein as the “New Suntron Stockholders”), which agreement shall provide for the following, among other things:

• Board Composition. Following the Closing, the board of directors of Suntron shall consist of up to eleven (11) directors to be mutually agreed upon by Xxxxxx and Xxxx. Notwithstanding the initial composition of the board, Xxxxxx shall always have the right to nominate, elect and replace four (4) directors; Xxxx shall always have the right to nominate, elect and replace two (2) directors; the Chief Executive Officer and the Chief Financial Officer of Suntron shall be directors; and three (3) directors at any time shall be independent of Suntron, Xxxxxx and Xxxx and shall be nominated jointly by Xxxxxx and Xxxx.

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	•		Registration Rights Agreements. Following the execution of the Stockholders’ Agreement, all existing registration rights agreements relating to Suntron shall terminate and the Stockholders’ Agreement shall provide that in the event of a future registered public offering of Suntron, Xxxxxx shall have three (3) demand registration rights, Xxxx shall have two (2) demand registration rights and each New Suntron Stockholder shall have piggyback registration rights.
	•		Other Customary Provisions: The Stockholders’ Agreement shall also provide for mutually agreeable governance provisions, transfer restrictions and other minority stockholder protections that are consistent with the following:

	o		Transfer Restrictions: Consistent in all material respects with the terms of the LLC Agreement, provided that in no event shall a New Suntron Stockholder have a consent right to the transfer of Suntron shares by another New Suntron Stockholder who has complied with the terms of applicable transfer restrictions provided in the Stockholders’ Agreement.
	o		Preemptive Rights: All New Suntron Stockholders will have preemptive rights with respect to any future securities issued by Suntron in order to maintain their proportionate ownership subject to customary exceptions.
	x		Xxxxxx and Xxxx Consent: The following actions by Suntron will require the consent of both Xxxxxx and Xxxx:

	§		Related party transactions, including but not limited to, any change in the management fee payable by Suntron
	§		Amendment to the organizational documents of Suntron
	§		Issuances of Suntron securities, subject to customary exceptions
	§		Liquidation or dissolution of Suntron
	§		Change to the number of directors

• Termination: Other than with respect to the registration rights to be provided for in the Stockholders’ Agreement, the Stockholders’ Agreement shall terminate upon the closing of a future registered public offering of common stock of Suntron.

     The parties hereto agree that they shall cause all fees and expenses, including reasonable attorneys’ fees and expenses for Xxxxxx and Xxxx, in connection with the Reorganization and the 13e-3 Transaction to be reimbursed by Suntron following the Closing.

     This Letter Agreement may be executed on separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Any telecopied signature shall be deemed a manually executed and delivered original. This Letter Agreement shall be binding on the undersigned and the successors, heirs, personal

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representatives and assigns of the undersigned. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

     Please confirm that the above correctly reflects our understanding and agreement with respect to the foregoing matters by signing the enclosed copy of this letter and returning such copy to Xxxx.

[Signature Page to follow]

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	Very truly yours, XXXX STRATEGIC PARTNERS, L.P.
	By:	Xxxx Strategic GP, L.L.C., its general partner
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Member
	XXXX (K*TEC) CO-INVESTMENT PARTNERS, L.P.
	By:	Xxxx Strategic GP, L.L.C., its general partner
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Member

Signature Page to Suntron Letter Agreement

Agreed and Accepted: XXXXXX EQUITY INVESTORS IV, L.P.
By:	TC Equity Partners IV, L.L.C.
Its: General Partner
By:	Xxxxxx | Hidden Creek Partners, L.L.C.
Its: Managing Member
By:	/s/ Xxxxx X. Xxxx
Name:		Xxxxx X. Xxxx
Title:		Managing Partner
TC MANUFACTURING HOLDINGS, L.L.C.
By:	TC Co-Investors IV, L.L.C.
Its: Managing Member
By:	Xxxxxx | Hidden Creek Management, L.P.
Its: Sole Manager
By:	Xxxxxx | Hidden Creek Partners, L.L.C.
Its: General Partner
By:	/s/ Xxxxx X. Xxxx
Name:		Xxxxx X. Xxxx
Title:		Managing Partner
TC KCO, L.L.C.
By:	TC Co-Investors IV, L.L.C.
Its: Managing Member
By:	Xxxxxx | Hidden Creek Management, L.P.
Its: Sole Manager
By:	Xxxxxx | Hidden Creek Partners, L.L.C.
Its: General Partner
By:	/s/ Xxxxx X. Xxxx
Name:		Xxxxx X. Xxxx
Title:		Managing Partner

Dated: October 3, 2007

Signature Page to Suntron Letter Agreement