0001193125-04-199265 Sample Contracts

EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • November 17th, 2004 • SMTC Corp • Printed circuit boards • New York

THIS EXCHANGE AGENT AGREEMENT (this “Agreement”) between SMTC Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC., a New Jersey limited liability company (“Mellon” or the “Exchange Agent”)), is dated as of October 1, 2004.

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Congress Financial Letterhead]
SMTC Corp • November 17th, 2004 • Printed circuit boards

Further to our recent discussions, Congress Canada and Congress Central have agreed to amend the applicable terms and conditions of each of the Canadian Loan Agreement, the US Loan Agreement and the Financing Agreements to reflect the following (capitalized terms not otherwise defined in this letter shall have the meaning ascribed thereto in the Canadian Loan Agreement in respect of the Canadian Borrower and the US Loan Agreement in respect of the US Borrowers):

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