0001193125-07-247490 Sample Contracts

AMENDED AND RESTATED GUARANTEE
Guarantee • November 14th, 2007 • SMTC Corp • Printed circuit boards • Ontario

WHEREAS Congress Financial Corporation (Canada) (“Congress”) (predecessor to Wachovia Capital Finance Corporation (Canada) (“Wachovia”)) has entered into certain financing arrangements with Borrower and affiliates of Borrower pursuant to which Congress made loans and provided other financial accommodations to Borrower and its affiliates set forth in the Loan Agreement dated as of June 1, 2004 (as amended pursuant to a first amending agreement dated March 31, 2005, a second amending agreement dated August 17, 2005, a third amending agreement dated June 12, 2006, an extension letter dated August 1, 2006 and a fourth amending agreement dated September 20, 2006, collectively, the “Original Loan Agreement”) and other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto, including a guarantee provided by the undersigned in favour of Congress dated as of June 1, 2004 (the “Original Guarantee”) (all of the

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AMENDED AND RESTATED GENERAL SECURITY AGREEMENT
General Security Agreement • November 14th, 2007 • SMTC Corp • Printed circuit boards • Illinois

This Amended and Restated General Security Agreement (“Agreement”) dated August 10, 2007 is by each of the undersigned (together with their respective successors and assigns are collectively, “Debtors”, individually, “Debtor”), in favor of Wachovia Capital Finance Corporation (Central), an Illinois corporation and successor in interest to Congress Financial Corporation (Central), as US Collateral Agent (together with its successors and assigns in such capacity, “Secured Party”) for itself, Canadian Agent (as hereinafter defined), the Tranche B Agent (as hereinafter defined) and the lenders from time to time party to the Canadian Loan Agreement (as hereinafter defined) and US Agent (as hereinafter defined), the Tranche B Agent (as hereinafter defined) and the lenders from time to time party to the US Loan Agreement (as hereinafter defined).

Amended and Restated Canadian Loan Agreement by and between WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) formerly known as Congress Financial Corporation (Canada), as Revolving Lender and Administrative and Collateral Agent - and - MONROE CAPITAL...
Canadian Loan Agreement • November 14th, 2007 • SMTC Corp • Printed circuit boards • Ontario

This Amended and Restated Canadian Loan Agreement dated August 3, 2007 is entered into by and between Wachovia Capital Finance Corporation (Canada), formerly known as Congress Financial Corporation (Canada), an Ontario corporation, in its capacity as lender of Revolving Loans hereunder (in such capacity together with its successors and assigns, “Revolving Lender”) and in its capacity as agent (in such capacity together with its successors and assigns, “Agent”), Monroe Capital Management Advisors LLC, a Delaware limited liability company, in its capacity as agent for the Tranche B Lenders (in such capacity together with its successors and assigns, “Tranche B Agent”), the lenders party hereto from time to time as lenders of the Tranche B Loan (in such capacity together with their respective successors and assigns, collectively, “Tranche B Lenders” and individually a “Tranche B Lender”), and SMTC Manufacturing Corporation of Canada/Societe de Fabrication SMTC Du Canada, an Ontario corpora

Amended and Restated US Loan Agreement by and between WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL) formerly known as Congress Financial Corporation (Central), as Revolving Lender and Administrative and Collateral Agent - and - MONROE CAPITAL...
General Security Agreement • November 14th, 2007 • SMTC Corp • Printed circuit boards • Illinois

This Amended and Restated US Loan Agreement dated August 3, 2007 is entered into by and between Wachovia Capital Finance Corporation (Central), formerly known as Congress Financial Corporation (Central), an Illinois corporation, in its capacity as lender of Revolving Loans hereunder (in such capacity together with its successors and assigns, “Revolving Lender”) and in its capacity as agent (in such capacity together with its successors and assigns, “Agent”), Monroe Capital Management Advisors LLC, a Delaware limited liability company, in its capacity as agent for the Tranche B Lenders (in such capacity together with its successors and assigns, “Tranche B Agent”), the lenders party hereto from time to time as lenders of the Tranche B Loan (in such capacity together with their respective successors and assigns, collectively, “Tranche B Lenders” and individually a “Tranche B Lender”), SMTC Manufacturing Corporation of California, a California corporation, SMTC Manufacturing Corporation of

AMENDED AND RESTATED GENERAL SECURITY AGREEMENT
General Security Agreement • November 14th, 2007 • SMTC Corp • Printed circuit boards • Ontario

This Amended and Restated General Security Agreement dated August 10, 2007 is made by SMTC Manufacturing Corporation of Canada/Societe de Fabrication SMTC du Canada, an Ontario corporation (together with its successors and assigns, “Borrower”) in favour of Wachovia Capital Finance Corporation (Canada) (formerly, Congress Financial Corporation (Canada) (“Congress”)), an Ontario corporation, for and on behalf of itself and as agent (in such capacity, together with its successors and assigns, the “Agent”) for Monroe Capital Management Advisors LLC, a Delaware limited liability company (in such capacity and together with any successors and assigns, if any, the “Tranche B Agent”) and the lenders that from time to time are party to the Loan Agreement (as defined below) (collectively, the “Lenders”), pursuant to the Loan Agreement.

AMENDED AND RESTATED GUARANTEE
Guarantee • November 14th, 2007 • SMTC Corp • Printed circuit boards • Illinois

WHEREAS Congress Financial Corporation (Canada) (“Congress”) (predecessor to Wachovia Capital Finance Corporation (Canada) (“Wachovia”)) has entered into certain financing arrangements with Borrower and affiliates of Borrower pursuant to which Congress made loans and provided other financial accommodations to Borrower and its affiliates set forth in the Loan Agreement dated as of June 1, 2004 (as amended pursuant to a first amending agreement dated March 31, 2005, a second amending agreement dated August 17, 2005, a third amending agreement dated June 12, 2006, an extension letter dated August 1, 2006 and a fourth amending agreement dated September 20, 2006, collectively, the “Original Loan Agreement”) and other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto, including a guarantee provided by the undersigned in favour of Congress dated as of June 1, 2004 (the “Original Guarantee”) (all of the

AMENDED AND RESTATED GENERAL SECURITY AGREEMENT
General Security Agreement • November 14th, 2007 • SMTC Corp • Printed circuit boards • Illinois

This Amended and Restated General Security Agreement (“Agreement”) dated August 3, 2007 is by SMTC Manufacturing Corporation of California, a California corporation, SMTC Manufacturing Corporation of Massachusetts, a Massachusetts corporation and SMTC Mex Holdings, Inc., a Delaware corporation (together with their respective successors and assigns are collectively, “Debtors”, individually, “Debtor”), in favor of Wachovia Capital Finance Corporation (Central), an Illinois corporation and successor in interest to Congress Financial Corporation (Central), as US Collateral Agent (together with its successors and assigns in such capacity, “Secured Party”) for itself, Canadian Agent (as hereinafter defined), the Tranche B Agent (as hereinafter defined) and the lenders from time to time party to the Canadian Loan Agreement (as hereinafter defined) and US Agent (as hereinafter defined), the Tranche B Agent (as hereinafter defined) and the lenders from time to time party to the US Loan Agreemen

AMENDED AND RESTATED GUARANTEE
Guarantee • November 14th, 2007 • SMTC Corp • Printed circuit boards • Illinois

WHEREAS Congress Financial Corporation (Central) (“Congress”) (predecessor to Wachovia Capital Finance Corporation (Central) (“Wachovia”)) individually and as collateral agent has entered into certain financing arrangements with Borrowers and affiliates of Borrowers pursuant to which Congress made loans and provided other financial accommodations to Borrowers and their affiliates set forth in the Loan Agreement dated as of June 1, 2004 (as amended pursuant to a first amending agreement dated March 31, 2005, a second amending agreement dated August 17, 2005, a third amending agreement dated June 12, 2006, an extension letter dated August 1, 2006 and a fourth amending agreement dated September 20, 2006, collectively, the “Original Loan Agreement”) and other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto, including a guarantee provided by the undersigned in favour of Congress dated as of June 1,

AMENDED AND RESTATED GENERAL SECURITY AGREEMENT
General Security Agreement • November 14th, 2007 • SMTC Corp • Printed circuit boards • Ontario

This Amended and Restated General Security Agreement dated August 10, 2007 is made by SMTC Nova Scotia Company, a company incorporated under the laws of the Province of Nova Scotia (the “Guarantor”) in favour of Wachovia Capital Finance Corporation (Canada) (formerly, Congress Financial Corporation (Canada) (“Congress”)), an Ontario corporation, for and on behalf of itself and as agent (in such capacity, together with its successors and assigns, the “Agent”) for Monroe Capital Management Advisors LLC, a Delaware limited liability company (in such capacity and together with any successors and assigns, if any, the “Tranche B Agent”) and the lenders that from time to time are party to the Loan Agreement (as defined below) (collectively, the “Lenders”) pursuant to the Loan Agreement.

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