SHARE PURCHASE WARRANT INDENTURE Providing for the Creation and Issue of Share Purchase WarrantsShare Purchase Warrant Indenture • March 30th, 2004 • SMTC Corp • Printed circuit boards • Ontario
SMTC MANUFACTURING CORPORATION OF CANADA, a corporation incorporated under the laws of the Province of Ontario (“SMTC Canada” or the “Corporation”)
NINTH WAIVER AND CONSENTNinth Waiver and Consent • March 30th, 2004 • SMTC Corp • Printed circuit boards • New York
NINTH WAIVER AND CONSENT, dated February 23, 2004 (the “Agreement”), to and under the Amended and Restated Credit and Guarantee Agreement, dated as of July 27, 2000 (as heretofore amended, supplemented or otherwise modified, 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”), Lehman Brothers Inc., as advisor, lead arranger and book manager, The Bank of Nova Scotia, as syndication agent, Lehman Commercial Paper Inc., as general administrative agent (in such capacity, the “General Administrative Agent”), The Bank of Nova Scotia, as Canadian administrative agent, Lehman Commercial Paper Inc., as collateral monitoring agent, and General Electric Capital Corporation, as documentation agent.
CONSENT AND RELEASEConsent and Release • March 30th, 2004 • SMTC Corp • Printed circuit boards • New York
THIS CONSENT AND RELEASE (this “Agreement”) dated as of August 22, 2003 is entered into among SMTC Corporation (“Holdings”), SMTC Manufacturing Corporation of Wisconsin (“SMTC-Wisconsin”) and Lehman Commercial Paper Inc., as Administrative Agent (as defined below).
LETTERHEAD OF SMTC CORPORATION] October 16, 2003Employment Agreement • March 30th, 2004 • SMTC Corp • Printed circuit boards • Ontario
This letter sets forth the terms and conditions of your employment with SMTC Corporation, a Delaware corporation (the “Company”) to be effective as of the date hereof (the “Effective Date”).
LETTERHEAD OF SMTC CORPORATION] January 30, 2004Employment Agreement • March 30th, 2004 • SMTC Corp • Printed circuit boards
Further to our discussions regarding the continuation of your employment with Surface Mount Technology Centre Manufacturing Corporation of Canada (“SMTC”), and pursuant to paragraph 12 of your employment agreement dated July 30, 1999 (the “Agreement”) which provides that the parties may amend the Agreement, this letter sets forth an amendment to the Agreement. Except as expressly modified herein, all of the terms of the Agreement shall remain the same as set out in the Agreement. The amendments are as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2004 • SMTC Corp • Printed circuit boards
The undersigned, Orion Securities Inc. (the “Lead Underwriter”), CIBC World Markets Inc., GMP Securities Limited and RBC Dominion Securities Inc. (the Lead Underwriter, CIBC World Markets Inc., GMP Securities Limited and RBC Dominion Securities Inc. are hereinafter collectively referred to as the “Underwriters” and each individually, an “Underwriter”) understand that SMTC Manufacturing Corporation of Canada (the “Company”), an indirect wholly-owned subsidiary of SMTC Corporation (“SMTC”), proposes to create, issue, offer and sell 33,350,000 special warrants (the “Special Warrants”), subject to the terms and conditions set out below, at a price of Cdn. $1.20 (the “Issue Price”) per Special Warrant (the “Offering”). The total gross proceeds of the Offering to the Company will be Cdn. $40,020,000.
LETTERHEAD OF SMTC CORPORATION] January 29, 2004Employment Agreement • March 30th, 2004 • SMTC Corp • Printed circuit boards
Further to our discussions regarding the continuation of your employment with Surface Mount Technology Centre Manufacturing Corporation of Canada (“SMTC”), and pursuant to paragraph 12 of your employment agreement dated July 30, 1999 (the “Agreement”) which provides that the parties may amend the Agreement, this letter sets forth an amendment to the Agreement. Except as expressly modified herein, all of the terms of the Agreement shall remain the same as set out in the Agreement. The amendments are as follows:
SALE/PURCHASE OF ASSETS AGREEMENTSale/Purchase of Assets Agreement • March 30th, 2004 • SMTC Corp • Printed circuit boards • Wisconsin
This Sale/Purchase of Assets Agreement is entered into this 19th, day of August, 2003, by SMTC Corporation, a Delaware corporation (“Parent”), SMTC Manufacturing Corporation of Wisconsin, a Wisconsin corporation (“Seller”), and Pensar Electronic Solutions, LLC, a Wisconsin limited liability company (“Purchaser”).
SPECIAL WARRANT INDENTURE AND ESCROW AGREEMENT Providing for the Creation and Issue of Special Warrants Dated as of March 3, 2004Special Warrant Indenture and Escrow Agreement • March 30th, 2004 • SMTC Corp • Printed circuit boards • Ontario
SMTC MANUFACTURING CORPORATION OF CANADA, a corporation incorporated under the laws of the Province of Ontario (“SMTC Canada” or the “Corporation”)
NINTH AMENDMENT AND EIGHTH WAIVER AND CONSENTCredit and Guarantee Agreement • March 30th, 2004 • SMTC Corp • Printed circuit boards • New York
NINTH AMENDMENT AND EIGHTH WAIVER AND CONSENT, dated November 17, 2003 (the “Agreement”), to and under the Amended and Restated Credit and Guarantee Agreement, dated as of July 27, 2000 (as heretofore amended, supplemented or otherwise modified, 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”), Lehman Brothers Inc., as advisor, lead arranger and book manager, The Bank of Nova Scotia, as syndication agent, Lehman Commercial Paper Inc., as general administrative agent (in such capacity, the “General Administrative Agent”), The Bank of Nova Scotia, as Canadian administrative agent, Lehman Commercial Paper Inc., as collateral monitoring agent, and General Electric Capital Corporation, as documentation agent.
SEVENTH WAIVER AND CONSENTWaiver and Consent • March 30th, 2004 • SMTC Corp • Printed circuit boards • New York
SEVENTH WAIVER AND CONSENT, dated October 29, 2003 (the “Agreement”), to and under the Amended and Restated Credit and Guarantee Agreement, dated as of July 27, 2000 (as heretofore amended, supplemented or otherwise modified, 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”), Lehman Brothers Inc., as advisor, lead arranger and book manager, The Bank of Nova Scotia, as syndication agent, Lehman Commercial Paper Inc., as general administrative agent (in such capacity, the “General Administrative Agent”), The Bank of Nova Scotia, as Canadian administrative agent, Lehman Commercial Paper Inc., as collateral monitoring agent, and General Electric Capital Corporation, as documentation agent.
