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, 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/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Vice President Dated as of May 10, 2000 XxXXXXXX 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, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx 3 World Financial 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 Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/Mesdames: Re: Third Amendment to Credit and 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 (as amended by the First Amendment dated as of November 4, 1999, and the Second Amendment, dated as of December 14, 1999) (the "Credit Agreement") among SMTC (Canada), SMTC Corporation, HTM Holdings, Inc. the several banks and other financial institutions from time to time parties thereto (collectively, the "Banks"), 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 connection with the delivery by Ropes & Xxxx of its opinion pursuant to Section 8(e) of the Third Amending 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 Borrower in accordance with the applicable terms and conditions of the Credit Agreement on [mm/dd/yy] (the “Borrowing Date”). 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: ___________________________________ Name: Title: EXHIBIT A-2 TO CREDIT AND GUARANTY AGREEMENT CONVERSION/CONTINUATION NOTICE [_____ __], 20[__]2 Reference is made to the Credit and Guaranty Agreement, dated as of April 13, 2018 (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among BLUELINX HOLDINGS INC., a Delaware corporation (the General “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 Third AmendmentCredit 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. Very truly yours[Signature Page Follows] 2Pursuant to Section 2.6(b)(i), Monument Capital Ltd.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, as Assignee or a continuation of, a Eurodollar Rate Loan). Date: [mm/dd/yy] BLUELINX HOLDINGS INC. By: Alliance Capital Management L.P. as Investment Manager ---------------------------------------- (NAME OF LENDER) By: Alliance Capital Management Corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ ___________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Vice President Dated as of May 10EXHIBIT B TO CREDIT AND GUARANTY AGREEMENT FORM OF NOTE $[___,___,___] [____], 2000 XxXXXXXX XXXXX ---------- BARRISTERS & SOLICITORS SUITE 3800 . SOUTH TOWER . ROYAL BANK PLAZA . TORONTO . ONTARIO . CANADA M5J 2J7 FAX (000) 000-0000 . TELEPHONE (000) 000-0000 . XXX.XXXXXXX.XXX May 18, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx 3 World Financial Centre Toronto, Ontario 20[__] New York, New York M5H 1H1 U.S.A. 00000 -xxx xx- -xxx to- General Electric Capital Corporation Each FOR VALUE RECEIVED, BLUELINX HOLDINGS INC., a Delaware corporation (the “Borrower”), promises to pay [________], a [________] (the “Payee”) or its registered assigns the principal amount of [_][DOLLARS] ($[___,___,___][_]) or, if less, the Banks from time to 000 Xxxxxxx Xxxxxx time party to aggregate unpaid principal amount owing hereunder, in the Credit Agreement Suite 2700 installments referred to below Xxx Xxxxxxxxxbelow. The Borrower also promises to pay interest on the unpaid principal amount hereof, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/Mesdames: Re: Third Amendment to 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 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 Guaranty Agreement, dated as of July 28April 13, 1999 2018 (as amended by it may be amended, supplemented or otherwise modified, the First Amendment dated as of November 4, 1999, and the Second Amendment, dated as of December 14, 1999) (the "“Credit Agreement") among SMTC (Canada”; the terms defined therein and not otherwise defined herein being used herein as therein defined), SMTC Corporationby and among the Borrower, HTM HoldingsCERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, Inc. the several banks and other financial institutions Lenders party thereto from time to time parties thereto 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 Credit Agreement. This Note (collectivelythis “Note”) is in the aggregate principal amount set forth above and is issued pursuant to and entitled to the benefits of the 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 "Banks")Borrower, Xxxxxx Brothers Inc.each Agent and the Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, as advisorby its acceptance hereof, lead arranger that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and book managerof the date to which interest hereon has been paid; provided, the Bank failure to make a notation 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 agentany 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 opinion Note is being delivered subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in connection 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 delivery by Ropes & Xxxx effect provided in the Credit Agreement. The terms of its opinion pursuant this Note are subject to Section 8(e) 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 Third Amending Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed. The Borrower promises to 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 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 inconsistent or conflicts with the 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, Monument Capital Ltd.AMMC CDO I, as Assignee By: Alliance Capital Management L.P. as Investment Manager LIMITED ---------------------------------------- (NAME OF LENDER) By: Alliance Capital Management Corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxxxx Eng ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Eng Title: Vice President Attorney-in-fact Dated as of May 108, 2000 XxXXXXXX XXXXX ---------- BARRISTERS & SOLICITORS SUITE 3800 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SOUTH TOWER . ROYAL BANK PLAZA . TORONTO . ONTARIO . SMTC MANUFACTURING CORPORATION OF CANADA M5J 2J7 FAX (000) 000-0000 . TELEPHONE (000) 000-0000 . XXX.XXXXXXX.XXX May 18CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 28, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia 1999 To: Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx Inc., as General Administrative Agent 3 World Financial Centre TorontoCenter Xxx Xxxx, Ontario New York, New York M5H 1H1 U.S.A. Xxx Xxxx 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 Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/MesdamesLadies and Gentlemen: Re: Third Amendment to Credit and 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"), Reference is made 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 Corporation (Canada"Holdings"), SMTC 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 "BanksLenders"), 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 (in such capacity, the "General Administrative Agent"), and General Electric Capital Corporationothers. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as documentation agenttherein defined. This opinion is being delivered in connection with The Borrowers have requested that (i) the delivery by Ropes & Xxxx of its opinion pursuant to Section 8(eRequired 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 Amending AgreementAmendment 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, Monument Capital Ltd., as Assignee By: Alliance Capital Management L.P. as Investment Manager Bankers Trust Company ---------------------------------------- (NAME OF LENDER) By: Alliance Capital Management Corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxxx Xxxxxx-Xxxxxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Xxxxxxxxx Xxxxxx-Xxxxxxxxxx Title: Vice President Director Dated as of May 10__, 2000 XxXXXXXX XXXXX ---------- BARRISTERS & SOLICITORS SUITE 3800 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SOUTH TOWER . ROYAL BANK PLAZA . TORONTO . ONTARIO . SMTC MANUFACTURING CORPORATION OF CANADA M5J 2J7 FAX (000) 000-0000 . TELEPHONE (000) 000-0000 . XXX.XXXXXXX.XXX May 18CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 28, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia 1999 To: Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx Inc., as General Administrative Agent 3 World Financial Centre TorontoCenter Xxx Xxxx, Ontario New York, New York M5H 1H1 U.S.A. Xxx Xxxx 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 Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/MesdamesLadies and Gentlemen: Re: Third Amendment to Credit and 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"), Reference is made 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 Corporation (Canada"Holdings"), SMTC 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 "BanksLenders"), 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 (in such capacity, the "General Administrative Agent"), and General Electric Capital Corporationothers. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as documentation agenttherein defined. This opinion is being delivered in connection with The Borrowers have requested that (i) the delivery by Ropes & Xxxx of its opinion pursuant to Section 8(eRequired 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 Amending AgreementAmendment 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, 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/ Xxxxxxx X. Xxxxxxx ------------------------------------ :_______________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Vice President Dated as of May 10February 15, 2000 XxXXXXXX 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, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx 3 World Financial 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 Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/Mesdames: Re: Third Amendment to Credit and 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 Amendment2001 EXHIBIT K GUARANTEE GUARANTEE, dated as of May February 15, 2000 2001, made by Berkshire Fund IV, Limited Partnership and Berkshire Fund V, Limited Partnership (collectively, the "Guarantors"), in favor of FLEET NATIONAL BANK, as administrative agent (in such ---------- capacity, the "Administrative Agent") for the lenders (the "Third Amending AgreementLenders"), ) parties to -------------------- ------- the Amended and Restated Credit and Guarantee Agreement, dated as of July 28June 13, 1999 2000 (as amended by amended, supplemented or otherwise modified from time to time, the First Amendment dated as "Credit ------ Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability company --------- ("Holdings"), SWT FINANCE B.V., a limited liability company organized under the -------- laws of November 4, 1999, and the Second Amendment, dated as of December 14, 1999) Netherlands (the "Credit AgreementBorrower") among SMTC (Canada), SMTC CorporationWEIGH-TRONIX CANADA, HTM HoldingsULC, Inc. a company -------- incorporated under the several banks laws of Nova Scotia (the "Canadian Borrower"; and other financial institutions from time to time parties thereto (collectively----------------- collectively with the Borrower, the "BanksBorrowers"), Xxxxxx Brothers Inc.the Lenders, XXXXXX BROTHERS --------- INC., as sole advisor, lead arranger XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC. , as co-arrangers and co-book managermanagers (in such capacity, the Bank of Nova Scotia"Arrangers"), --------- XXXXXX COMMERCIAL PAPER INC., as syndication agentagent (in such capacity, Canadian administrative agent the "Syndication Agent"), the Administrative Agent and collateral monitoring agent, Xxxxxx Commercial Paper Inc.FLEET NATIONAL BANK, as general administrative ----------------- security agent and General Electric Capital Corporation(in such capacity, as documentation agentthe "Security Agent"). This opinion is being delivered in connection with the delivery by Ropes & Xxxx of its opinion pursuant to Section 8(e) of the Third Amending 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, 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/ Xxxxxxx X. Xxxxxxx ------------------------------------ -------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Vice President Dated as of May 10February , 2000 XxXXXXXX 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, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx 3 World Financial 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 2002 ANNEX B ACKNOWLEDGEMENT AND CONSENT Reference is made to the Credit Agreement Suite 2700 referred to below Xxx Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/Mesdames: Re: Third Amendment to Credit and 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 Seventh Amendment, dated as of May 15February 13, 2000 2002 (the "Third Amending AgreementAmendment"), 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 4amended, 1999restated or otherwise modified from time to time, and the Second Amendment, dated as of December 14, 1999) (the "Credit Agreement") among SMTC (Canada), SMTC Corporationamong WEIGH-TRONIX, HTM LLC, a Delaware limited liability company ("Holdings"), Inc. SWT FINANCE B.V., a limited liability company organized under the laws of the Netherlands (the "Borrower"), WEIGH-TRONIX CANADA, ULC, a company incorporated under the laws of Nova Scotia (the "Canadian Borrower", and collectively with the Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (collectivelythe "Lenders"), FLEET NATIONAL BANK, as administrative agent (in such capacity, the "BanksAdministrative Agent"), Xxxxxx Brothers Inc.and FLEET NATIONAL BANK, as advisor, lead arranger and book managersecurity agent (in such capacity, the Bank "Security Agent"). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. Each of Nova Scotiathe undersigned parties to the Guarantee and Collateral Agreement or the Foreign Guarantees, as syndication agentthe case may be, Canadian administrative agent and collateral monitoring agent, Xxxxxx Commercial Paper Inc.made by the undersigned in favor of Fleet National Bank, as general administrative agent Administrative Agent, for the benefit of the Lenders hereby (a) consents to the transactions contemplated by the Amendment to the Credit Agreement and General Electric Capital Corporation(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 Guarantee and the other Security Documents, as documentation agent. This opinion is being delivered the case may be, are, and shall remain, in connection with full force and effect after giving effect to such Amendment and all prior modifications to the delivery by Ropes & Xxxx of its opinion pursuant to Section 8(e) of the Third Amending 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, Monument Capital Ltd., as Assignee By: Alliance Capital Management L.P. as Investment Manager First Dominion Funding I ---------------------------------------- (NAME OF LENDER) By: Alliance Capital Management Corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxx Xxxxxxx Title: Vice President Authorized Signator Dated as of May 10__, 2000 XxXXXXXX XXXXX ---------- BARRISTERS & SOLICITORS SUITE 3800 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SOUTH TOWER . ROYAL BANK PLAZA . TORONTO . ONTARIO . SMTC MANUFACTURING CORPORATION OF CANADA M5J 2J7 FAX (000) 000-0000 . TELEPHONE (000) 000-0000 . XXX.XXXXXXX.XXX May 18CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 28, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia 1999 To: Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx Inc., as General Administrative Agent 3 World Financial Centre TorontoCenter Xxx Xxxx, Ontario New York, New York M5H 1H1 U.S.A. Xxx Xxxx 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 Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/MesdamesLadies and Gentlemen: Re: Third Amendment to Credit and 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"), Reference is made 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 Corporation (Canada"Holdings"), SMTC 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 "BanksLenders"), 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 (in such capacity, the "General Administrative Agent"), and General Electric Capital Corporationothers. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as documentation agenttherein defined. This opinion is being delivered in connection with The Borrowers have requested that (i) the delivery by Ropes & Xxxx of its opinion pursuant to Section 8(eRequired 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 Amending AgreementAmendment 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, 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 COMERICA BANK-CANADA By: /s/ Xxxxxxx X. Xxxxxxx L. Xxxxxxxx Xxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx L. Xxxxxxxx Xxxxxx Title: Vice President President, International Finance Dated as of May 10, 2000 XxXXXXXX XXXXX ---------- BARRISTERS & SOLICITORS SUITE 3800 . SOUTH TOWER . ROYAL BANK PLAZA . TORONTO . ONTARIO . CANADA M5J 2J7 FAX [Comerica logo] -------------------------------------------------------------------------------- Comerica Bank International Finance Department X X Xxx 00000 Xxxxxxx, Xxxxxxxx 00000-0000 Tel.: (000) 000-0000 . TELEPHONE Fax: (000) 000-0000 Xxxxxxx P Xxxxxxx@Xxxxxxxx.xxx ------------------------------ Xxxxxxx X. Persons, CCM First Vice President LENDER CONSENT LETTER HTM HOLDINGS, INC. XXX.XXXXXXX.XXX May 18SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 28, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia 1999 To: Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx Inc., as General Administrative Agent 3 World Financial Centre TorontoCenter Xxx Xxxx, Ontario New York, New York M5H 1H1 U.S.A. Xxx Xxxx 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 Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/MesdamesLadies and Gentlemen: Re: Third Amendment to Credit and 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"), Reference is made 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 Corporation (Canada"Holdings"), SMTC 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 "BanksLenders"), 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 (in such capacity, the "General Administrative Agent"), and General Electric Capital Corporationothers. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as documentation agenttherein defined. This opinion is being delivered in connection with The Borrowers have requested that (i) the delivery by Ropes & Xxxx of its opinion pursuant to Section 8(eRequired 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 Amending AgreementAmendment 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, 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/ Xxxxxxx X. Xxxxxxx ------------------------------------ :_______________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Vice President Dated as of May 10June __, 2000 XxXXXXXX 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, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx 3 World Financial 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 2001 ACKNOWLEDGEMENT AND CONSENT Reference is made to 000 Xxxxxxx Xxxxxx time party to the Credit Agreement Suite 2700 referred to below Xxx Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/Mesdames: Re: Third Amendment to Credit and 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 15June 29, 2000 2001 (the "Third Amending AgreementAmendment"), 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 4amended, 1999restated or otherwise modified from time to time, and the Second Amendment, dated as of December 14, 1999) (the "Credit Agreement") among SMTC (Canada), SMTC Corporationamong WEIGH-TRONIX, HTM LLC, a Delaware limited liability company ("Holdings"), Inc. SWT FINANCE B.V., a limited liability company organized under the laws of the Netherlands (the "Borrower"), WEIGH-TRONIX CANADA, ULC, a company incorporated under the laws of Nova Scotia (the "Canadian Borrower", and collectively with the Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (collectivelythe "Lenders"), XXXXXX BROTHERS INC., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "BanksArrangers"), Xxxxxx Brothers Inc., as advisor, lead arranger and book manager, the Bank of Nova ScotiaXXXXXX COMMERCIAL PAPER INC., as syndication agentagent (in such capacity, Canadian the "Syndication Agent"), FLEET NATIONAL BANK, as administrative agent (in such capacity, the "Administrative Agent"), and collateral monitoring agent, Xxxxxx Commercial Paper Inc.FLEET NATIONAL BANK, as general administrative security agent (in such capacity, the "Security Agent"). Unless otherwise defined herein, capitalized terms used herein and General Electric Capital Corporationdefined in the Credit Agreement are used herein as therein defined. Each of the undersigned parties to the Guarantee and Collateral Agreement or the Foreign Guarantees, as documentation agent. This opinion is being delivered the case may be, made by the undersigned in connection with favor of Fleet National Bank, as Administrative Agent, for the delivery by Ropes & Xxxx of its opinion pursuant to Section 8(e) benefit of the Third Amending Lenders hereby (a) consents to the transactions contemplated by the Amendment to the Credit Agreement 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 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 the 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, Monument Capital Ltd., as Assignee By: Alliance Capital Management L.P. as Investment Manager IBM Credit Corporation ---------------------------------------- (NAME OF LENDER) By: Alliance Capital Management Corporation, as General Partner By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxx ------------------------------------ Name: Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxx Title: Vice President Manager, U.S. Commercial Credit Dated as of May 10, 2000 XxXXXXXX XXXXX ---------- BARRISTERS & SOLICITORS SUITE 3800 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SOUTH TOWER . ROYAL BANK PLAZA . TORONTO . ONTARIO . SMTC MANUFACTURING CORPORATION OF CANADA M5J 2J7 FAX (000) 000-0000 . TELEPHONE (000) 000-0000 . XXX.XXXXXXX.XXX May 18CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 28, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia 1999 To: Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx Inc., as General Administrative Agent 3 World Financial Centre TorontoCenter Xxx Xxxx, Ontario New York, New York M5H 1H1 U.S.A. Xxx Xxxx 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 Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/MesdamesLadies and Gentlemen: Re: Third Amendment to Credit and 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"), Reference is made 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 Corporation (Canada"Holdings"), SMTC 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 "BanksLenders"), 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 (in such capacity, the "General Administrative Agent"), and General Electric Capital Corporationothers. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as documentation agenttherein defined. This opinion is being delivered in connection with The Borrowers have requested that (i) the delivery by Ropes & Xxxx of its opinion pursuant to Section 8(eRequired 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 Amending AgreementAmendment 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, Monument General Electric Capital Ltd., as Assignee By: Alliance Capital Management L.P. as Investment Manager Corporation ---------------------------------------- (NAME OF LENDER) By: Alliance Capital Management Corporation, as General Partner By: /s/ Xxxxxxx X. Xxxx Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxx Xxxxxxx Title: Vice President Duly Authorized Signatory Dated as of May 108, 2000 XxXXXXXX XXXXX ---------- BARRISTERS & SOLICITORS SUITE 3800 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SOUTH TOWER . ROYAL BANK PLAZA . TORONTO . ONTARIO . SMTC MANUFACTURING CORPORATION OF CANADA M5J 2J7 FAX (000) 000-0000 . TELEPHONE (000) 000-0000 . XXX.XXXXXXX.XXX May 18CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 28, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia 1999 To: Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx Inc., as General Administrative Agent 3 World Financial Centre TorontoCenter Xxx Xxxx, Ontario New York, New York M5H 1H1 U.S.A. Xxx Xxxx 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 Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/MesdamesLadies and Gentlemen: Re: Third Amendment to Credit and 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"), Reference is made 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 Corporation (Canada"Holdings"), SMTC 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 "BanksLenders"), 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 (in such capacity, the "General Administrative Agent"), and General Electric Capital Corporationothers. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as documentation agenttherein defined. This opinion is being delivered in connection with The Borrowers have requested that (i) the delivery by Ropes & Xxxx of its opinion pursuant to Section 8(eRequired 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 Amending AgreementAmendment 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, 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 COMERICA BANK By: /s/ Xxxxxxx X. Xxxxxxx Persons ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Persons Title: First Vice President President, International Finance Dated as of May 10, 2000 XxXXXXXX XXXXX ---------- BARRISTERS & SOLICITORS SUITE 3800 [Comerica logo] EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SOUTH TOWER . ROYAL BANK PLAZA . TORONTO . ONTARIO . SMTC MANUFACTURING CORPORATION OF CANADA M5J 2J7 FAX (000) 000-0000 . TELEPHONE (000) 000-0000 . XXX.XXXXXXX.XXX May 18CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 28, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia 1999 To: Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx Inc., as General Administrative Agent 3 World Financial Centre TorontoCenter Xxx Xxxx, Ontario New York, New York M5H 1H1 U.S.A. Xxx Xxxx 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 Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/MesdamesLadies and Gentlemen: Re: Third Amendment to Credit and 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"), Reference is made 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 Corporation (Canada"Holdings"), SMTC 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 "BanksLenders"), 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 (in such capacity, the "General Administrative Agent"), and General Electric Capital Corporationothers. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as documentation agenttherein defined. This opinion is being delivered in connection with The Borrowers have requested that (i) the delivery by Ropes & Xxxx of its opinion pursuant to Section 8(eRequired 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 Amending AgreementAmendment 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, 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/ Xxxxxxx X. Xxxxxxx ------------------------------------ :_____________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Vice President Dated as of May 10February __, 2000 XxXXXXXX 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, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx 3 World Financial 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 2002 ANNEX B ACKNOWLEDGEMENT AND CONSENT Reference is made to the Credit Agreement Suite 2700 referred Second Limited Waiver to below Xxx Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/Mesdames: Re: Third Fourth Amendment to Credit and 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 AmendmentWaiver, dated as of May 15February 6, 2000 2002 (the "Third Amending AgreementSecond 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 4amended, 1999restated or otherwise modified from time to time, and the Second Amendment, dated as of December 14, 1999) (the "Credit Agreement") among SMTC (Canada), SMTC Corporationamong WEIGH-TRONIX, HTM LLC, a Delaware limited liability company ("Holdings"), Inc. SWT FINANCE B.V., a limited liability company organized under the laws of the Netherlands (the "Borrower"), WEIGHTRONIX CANADA, ULC, a company incorporated under the laws of Nova Scotia (the "Canadian Borrower", and collectively with the Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (collectivelythe "Lenders"), XXXXXX BROTHERS INC., as sole advisor, XXXXXX BROTHERS INC. and FLEETBOSTON XXXXXXXXX XXXXXXXX INC., as co-arrangers and co-book managers (in such capacity, the "BanksArrangers"), Xxxxxx Brothers Inc., as advisor, lead arranger and book manager, the Bank of Nova ScotiaXXXXXX COMMERCIAL PAPER INC., as syndication agentagent (in such capacity, Canadian the "Syndication Agent"), FLEET NATIONAL BANK, as administrative agent (in such capacity, the "Administrative Agent"), and collateral monitoring agent, Xxxxxx Commercial Paper Inc.FLEET NATIONAL BANK, as general administrative security agent (in such capacity, the "Security Agent"). Unless otherwise defined herein, capitalized terms used herein and General Electric Capital Corporationdefined in the Credit Agreement are used herein as therein defined. Each of the undersigned parties to the Guarantee and Collateral Agreement or the Foreign Guarantees, as documentation agent. This opinion is being delivered the case may be, made by the undersigned in connection with favor of Fleet National Bank, as Administrative Agent, for the delivery by Ropes & Xxxx of its opinion pursuant to Section 8(e) benefit of the Third Amending 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 shall remain, in full force and effect after giving effect to such Second Waiver and all prior modifications to the 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, Monument Capital Ltd., as Assignee By: Alliance Capital Management L.P. as Investment Manager The Chase Manhattan Bank ---------------------------------------- (NAME OF LENDER) By: Alliance Capital Management Corporation, as General Partner By: /s/ Xxxxxxx X. Xxxx Xxxxx Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxx Xxxxx Xxxxxxx Title: Vice President Dated as of May 10, 2000 XxXXXXXX XXXXX ---------- BARRISTERS & SOLICITORS SUITE 3800 EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SOUTH TOWER . ROYAL BANK PLAZA . TORONTO . ONTARIO . SMTC MANUFACTURING CORPORATION OF CANADA M5J 2J7 FAX (000) 000-0000 . TELEPHONE (000) 000-0000 . XXX.XXXXXXX.XXX May 18CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 28, 2000 Xxxxxx Brothers Inc. The Bank of Nova Scotia 1999 To: Xxxxxx Commercial Paper Inc. 00 Xxxx Xxxxxx Xxxx Inc., as General Administrative Agent 3 World Financial Centre TorontoCenter Xxx Xxxx, Ontario New York, New York M5H 1H1 U.S.A. Xxx Xxxx 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 Xxxxxxxxx, Xxxxxxxxxx X.X.X. 00000 Dear Sirs/MesdamesLadies and Gentlemen: Re: Third Amendment to Credit and 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"), Reference is made 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 Corporation (Canada"Holdings"), SMTC 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 "BanksLenders"), 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 (in such capacity, the "General Administrative Agent"), and General Electric Capital Corporationothers. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as documentation agenttherein defined. This opinion is being delivered in connection with The Borrowers have requested that (i) the delivery by Ropes & Xxxx of its opinion pursuant to Section 8(eRequired 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 Amending AgreementAmendment to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment").