EXHIBIT 4. 10
SECURED DEMAND NOTE
SMTC MANUFACTURING CORPORATION OF CANADA
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT") AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER
THAT SUCH REGISTRATION UNDER THE ACT IS NOT REQUIRED.
US $795,000.00 Markham, Ontario
July 3, 2000
FOR VALUE RECEIVED, the undersigned SMTC Manufacturing Corporation of
Canada, an Ontario corporation (the "Company"), hereby promises to pay to each
of the payees set forth on Schedule 1 hereto or its registered assigns (each, a
"Payee"), on demand at any time made by the Payees holding more than 50% of the
aggregate principal amount then outstanding hereunder, the principal sum set
forth opposite the name of such Payee on Schedule 1 hereto, together with
interest of (i) a lump sum of 3% of such principal amount accruing on the date
hereof and (ii) simple interest from the date hereof on such principal amount at
a rate of 13.75% per annum, in lawful money of the United States of America in
immediately available funds.
Any and all payments by the Company under this Note shall be made free and
clear of and without deduction for any and all present or future Taxes. If the
Company shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder, (i) the sum payable shall be increased as much as shall
be necessary so that after making all required deductions (including deductions
applicable to additional sums payable hereunder) each Payee shall receive an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Company shall make such deductions and (iii) the Company shall pay the
full amount deducted to the relevant taxing or other authority in accordance
with applicable law. Within thirty (30) days after the date of any payment of
Taxes, the Company shall furnish to each Payee the original or certified copy of
a receipt evidencing payment thereof. The Company shall indemnify and, within
ten (10) days of demand therefor, pay each Payee for the full amount of Taxes
(including any Taxes imposed by any jurisdiction on amounts payable hereunder)
paid by such Xxxxx, and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
were correctly or legally asserted.
Payment of this Note by the Company to each Payee is secured pursuant to
the Security Agreement of even date herewith between the Company and each Payee.
SEC'D DEMAND NOTE-CANADA
The Company hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever. The nonexercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.
Terms defined in the Note Purchase Agreement of even date herewith between
the Company and the Payees and not otherwise defined herein are used herein with
the meanings so defined.
This Note shall be construed in accordance with and governed by the laws of
The Province of Ontario and the federal laws of Canada applicable therein
without giving effect to principles of conflicts of laws.
SMTC MANUFACTURING CORPORATION
OF CANADA
By:/s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: President
SEC'D DEMAND NOTE-CANADA
Schedule 1
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Payee Principal Amount
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Xxxxxx Electronics Group Limited US $795,000.00
SEC'D DEMAND NOTE-CANADA
