Amended and Restated Guarantee



 Exhibit 10.12 
 AMENDED AND RESTATED GUARANTEE 
 August 10, 2007 
 Wachovia Capital Finance Corporation (Canada), as Agent 
 141 Adelaide Street
West, Suite 1500 
 Toronto, Ontario M5H 3L9 
  

	Re:	SMTC Manufacturing Corporation of Canada/Societe De Fabrication SMTC Du Canada (the “Borrower”) 

 Ladies and Gentlemen: 
 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 foregoing, including the Original Loan Agreement, being collectively referred to herein as the “Original Financing Agreements”). 
 WHEREAS Borrower has requested that Wachovia for and on behalf of itself and as agent (in such capacity, together with any 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”) amend and restate the Original Loan Agreement pursuant to an amended and restated loan agreement dated as of the date hereof (as the same now
exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”) and Borrower, Agent, Tranche B Agent and Lenders have also agreed to amend and restate the other Original
Financing Agreements, including the Original Guarantee (all of the foregoing, including the Loan Agreement, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, collectively the
“Financing Agreements”). 
 WHEREAS due to the close business and financial relationships between Borrower and the
undersigned (the “Guarantor”), in consideration of the benefits which will accrue to Guarantor and as an inducement for and in consideration of Agent, Tranche B Agent and Lenders making loans and advances and providing other
financial accommodations to Borrower and its affiliates pursuant to the Loan Agreement and other Financing Agreements, the Guarantor hereby agrees to amend and restate the Original Guarantee and provide this Amended and Restated Guarantee (the
“Guarantee”) as follows: 








	1.	Guarantee  

  

	 	(a)	Guarantor absolutely and unconditionally guarantees and agrees to be liable for the full and indefeasible payment and performance when due of the following (all of which are
collectively referred to herein as the “Guaranteed Obligations”): 

  

	 	(i)	all obligations, liabilities and indebtedness of any kind, nature and description of Borrower to Agent, Tranche B Agent and Lenders and/or their affiliates, including principal,
interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under the Loan Agreement and other Financing Agreements or otherwise, whether now existing or hereafter
arising, whether arising before, during or after the initial or any renewal term of the Loan Agreement or after the commencement of any case with respect to Borrower under the Bankruptcy and Insolvency Act (Canada) (“BIA”),
Companies’ Creditors Arrangement Act (Canada) (“CCAA”) or any similar statute in any jurisdiction (“Insolvency Legislation”) (including, without limitation, the payment of interest and other amounts,
which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any such case and including loans, interest, fees, charges and expenses related thereto and all
other obligations of Borrower or its successors to Agent, Tranche B Agent and Lenders arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary,
liquidated or unliquidated, secured or unsecured, and however acquired by Agent, Tranche B Agent and Lenders and/or their affiliates; and 

  

	 	(ii)	all expenses (including, without limitation, attorneys’ fees and legal expenses) incurred by Agent, Tranche B Agent and Lenders in connection with the preparation, execution,
delivery, recording, administration, collection, liquidation, enforcement and defence of Borrower’s and its affiliates’ obligations, liabilities and indebtedness as aforesaid to Agent, Tranche B Agent and Lenders, the rights of Agent,
Tranche B Agent and Lenders in any collateral or under this Guarantee and all other Financing Agreements or in any way involving claims by or against Agent directly or indirectly arising out of or related to the relationships between Borrower and/or
its affiliates, Guarantor or any other Obligor (as hereinafter defined) and Agent, Tranche B Agent and Lenders, whether such expenses are incurred before, during or after the initial or any renewal term of the Loan Agreement or other Financing
Agreements or after the commencement of any case with respect to Borrower or Guarantor under any Insolvency Legislation. 

  

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	 	(b)	This Guarantee is a guaranty of payment and not of collection. Guarantor agrees that Agent for itself, and for the ratable benefit of Tranche B Agent and Lenders need not attempt to
collect any Guaranteed Obligations from Borrower and/or its affiliates, or any other Obligor (as defined below) or to realize upon any collateral, but may require Guarantor to make immediate payment of all of the Guaranteed Obligations to Agent for
itself, and for the ratable benefit of Tranche B Agent and Lenders when due, whether by maturity, acceleration or otherwise, or at any time thereafter. Agent shall apply any amounts received in respect of the Guaranteed Obligations to any of the
Guaranteed Obligations, in whole or in part (including attorneys’ fees and legal expenses incurred by Agent, Tranche B Agent and Lenders with respect thereto or otherwise chargeable to the Borrower and/or its affiliates or Guarantor) and in
accordance with the Loan Agreement. 

  

	 	(c)	Payment by Guarantor shall be made to Agent for itself, and for the ratable benefit of Tranche B Agent and Lenders at the office of Agent from time to time, on demand, as Guaranteed
Obligations become due. Guarantor shall make all payments to Agent for itself, and for the ratable benefit of Tranche B Agent and Lenders on the Guaranteed Obligations free and clear of, and without deduction or withholding for or on account of, any
set-off, counterclaim, defence, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. One or more successive or concurrent actions may be brought hereon against Guarantor either in the same action in
which Borrower and/or its affiliates or any other Obligor is sued or in separate actions. In the event any claim or action, or action on any judgment, based on this Guarantee is brought against Guarantor, Guarantor agrees not to deduct, set-off, or
seek any counterclaim for or recoup any amounts which are or may be owed by Agent to Guarantor. 

  

	2.	Waivers and Consents 

  

	 	(a)	Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrower and its affiliates and presentment, demand,
protest, notice of protest, notice of non-payment or default and all other notices to which Borrower and/or its affiliates or Guarantor is entitled are hereby waived by Guarantor. Guarantor also waives notice of and hereby consents to:


  

	 	(i)	any amendment, modification, supplement, extension, renewal, or restatement of the Loan Agreement and other Financing Agreements, including, without limitation, extensions of time
of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and other Financing Agreements and
the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased; 

  

	 	(ii)	 the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Agent for the obligations of 



  

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Borrower and/or its affiliates or any other party at any time liable on or in respect of the Guaranteed Obligations or who is the owner of any property which
is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”); 


  

	 	(iii)	the exercise of, or refraining from the exercise of any rights against Borrower and/or its affiliates, Guarantor or any other Obligor or any collateral; and


  

	 	(iv)	the settlement, compromise or release of, or the waiver of any default with respect to, any of the Guaranteed Obligations. Guarantor agrees that the amount of the Guaranteed
Obligations shall not be diminished and the liability of Guarantor hereunder shall not be otherwise impaired or affected by any of the foregoing. 

  

	 	(b)	No invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations shall affect, impair or be a defence to this Guarantee, nor shall any other
circumstance which might otherwise constitute a defence available to or legal or equitable discharge of Borrower and/or its affiliates in respect of any of the Guaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a
defence to this Guarantee. Without limitation of the foregoing, the liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Agent to perfect or continue perfection of any lien or security
interest in any collateral or any delay by Agent in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of any case with respect to Borrower and/or its affiliates under
any Insolvency Legislation, Guarantor shall be liable therefor, even if Borrower’s or its affiliates’ liability for such amounts does not, or ceases to, exist by operation of law. Guarantor acknowledges that Agent has not made any
representations to Guarantor with respect to Borrower and/or its affiliates or any other Obligor or otherwise in connection with the execution and delivery by Guarantor of this Guarantee and Guarantor is not in any respect relying upon Agent or any
statements by Agent in connection with this Guarantee. 

  

	 	(c)	Guarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against Borrower and its affiliates
or any other Obligors, any collateral for the Guaranteed Obligations or other assets of Borrower and/or its affiliates or any other Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, set-off or other recourse in
respect to sums paid or payable to Agent, for itself and for the ratable benefit of Tranche B Agent or the Lenders by Guarantor hereunder and Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits
which it might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by or collected or due from it, Borrower, its affiliates or any other Obligor upon the Guaranteed Obligations or realized from their
property. 

  

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	3.	Subordination. Payment of all amounts now or hereafter owed to Guarantor by Borrower, its affiliates or any other Obligor is hereby subordinated in right of payment to the
indefeasible payment in full to Agent, for itself, and for the ratable benefit of Tranche B Agent or Lenders of the Guaranteed Obligations and all such amounts and any security and guarantees therefor are hereby assigned to Agent as security for the
Guaranteed Obligations. 

  

	4.	Acceleration. Notwithstanding anything to the contrary contained herein or any of the terms of any of the other Financing Agreements, the liability of Guarantor for the
entire Guaranteed Obligations shall mature and become immediately due and payable, even if the liability of Borrower and/or its affiliates or any other Obligor therefor does not, upon the occurrence of any act, condition or event which constitutes
an Event of Default (as such term is defined in the Loan Agreement). 

  

	5.	Account Stated. The books and records of Agent showing the account between Agent and Borrower shall be admissible in evidence in any action or proceeding against or involving
Guarantor as prima facie proof of the items therein set forth, and the monthly statements of Agent rendered to Borrower, to the extent to which no written objection is made within thirty (30) days from the date of sending thereof to Borrower,
shall be deemed conclusively correct and constitute an account stated between Agent and Borrower and be binding on Guarantor. 

  

	6.	Termination. This Guarantee is continuing, unlimited, absolute and unconditional. All Guaranteed Obligations shall be conclusively presumed to have been created in reliance
on this Guarantee. Guarantor shall continue to be liable hereunder until one of Agent’s officers actually receives a written termination notice from Guarantor sent to Agent at its address set forth above by certified mail (return receipt
requested) and thereafter as set forth below. Revocation or termination hereof by Guarantor shall not affect, in any manner, the rights of Agent or any obligations or duties of Guarantor under this Guarantee with respect to:


  

	 	(a)	Guaranteed Obligations which have been created, contracted, assumed or incurred prior to the receipt by Agent of such written notice of revocation or termination as provided herein,
including, without limitation: 

  

	 	(i)	all amendments, extensions, renewals and modifications of such Guaranteed Obligations (whether or not evidenced by new or additional agreements, documents or instruments executed on
or after such notice of revocation or termination); 

  

	 	(ii)	all interest, fees and similar charges accruing or due on and after revocation or termination; and 

  

	 	(iii)	all attorneys’ fees and legal expenses, costs and other expenses paid or incurred on or after such notice of revocation or termination in attempting to collect or enforce any
of the Guaranteed Obligations against Borrower and/or its affiliates, Guarantor or any other Obligor (whether or not suit be brought); or 

  

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	 	(b)	Guaranteed Obligations which have been created, contracted, assumed or incurred after the receipt by Agent of such written notice of revocation or termination as provided herein
pursuant to any contract entered into by Agent prior to receipt of such notice. The sole effect of such revocation or termination by Guarantor shall be to exclude from this Guarantee the liability of Guarantor for those Guaranteed Obligations
arising after the date of receipt by Agent of such written notice which are unrelated to Guaranteed Obligations arising or transactions entered into prior to such date. Without limiting the foregoing, this Guarantee may not be terminated and shall
continue so long as the Loan Agreement shall be in effect (whether during its original term or any renewal, substitution or extension thereof). 

  

	7.	Reinstatement. If after receipt of any payment of, or proceeds of collateral applied to the payment of, any of the Guaranteed Obligations, Agent, Tranche B Agent or Lenders
is/are required to surrender or return such payment or proceeds to any Person for any reason, then the Guaranteed Obligations intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Guarantee shall continue in
full force and effect as if such payment or proceeds had not been received by Agent, Tranche B Agent or Lenders. Guarantor shall be liable to pay to Agent, and does indemnify and hold Agent harmless for the amount of any payments or proceeds
surrendered or returned. This Section 7 shall remain effective notwithstanding any contrary action which may be taken by Agent in reliance upon such payment or proceeds. This Section 7 shall survive the termination or revocation of this
Guarantee. 

  

	8.	Amendments and Waivers. Neither this Guarantee nor any provision hereof shall be amended, modified, waived or discharged orally or by course of conduct, but only by a written
agreement signed by an authorized officer of Agent. Agent shall not by any act, delay, omission or otherwise be deemed to have expressly or impliedly waived any of its rights, powers and/or remedies unless such waiver shall be in writing and signed
by an authorized officer of Agent. Any such waiver shall be enforceable only to the extent specifically set forth therein. A waiver by Agent of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any
such right, power and/or remedy which Agent would otherwise have on any future occasion, whether similar in kind or otherwise. 

  

	9.	 Corporate Existence, Power and Authority. Guarantor is a corporation duly organized and in good standing under the laws of its state or other jurisdiction of
incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except
for those jurisdictions in which the failure to so qualify would not have a material adverse effect on its financial condition, results of operation or businesses or the rights of Agent hereunder or under the Loan Agreement and other Financing
Agreements. The execution, delivery and performance of this Guarantee is within the corporate powers of Guarantor, have been duly authorized 



  

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and are not in contravention of law or the terms of the certificates of incorporation, by-laws, or other organizational documentation of Guarantor, or any
indenture, agreement or undertaking to which Guarantor is a party or by which Guarantor or its property are bound. This Guarantee constitutes the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms. Guarantor
signing this guarantee shall be bound hereby whether or not any other person signs this Guarantee at any time. 


  

	10.	Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver 

  

	 	(a)	The validity, interpretation and enforcement of this Guarantee and any dispute arising out of the relationship between Guarantor and Agent, whether in contract, tort, equity or
otherwise, shall be governed by the internal laws of the Province of Ontario and the federal laws of Canada applicable therein (without giving effect to principles of conflicts of law). 

  

	 	(b)	Guarantor hereby irrevocably consents and submits to the non-exclusive jurisdiction of the Superior Court of Justice (Ontario) and waives any objection based on venue or forum non
conveniens with respect to any action instituted therein arising under this Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of Guarantor and Agent in respect of this Guarantee
or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the
relationship between Guarantor, Borrower and/or its affiliates, any Obligor and Agent or the conduct of any such persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above
(except that Agent shall have the right to bring any action or proceeding against Guarantor or its property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on any collateral at any time granted
by Borrower and/or its affiliates or Guarantor to Agent or to otherwise enforce its rights against Guarantor or its property). 

  

	 	(c)	Guarantor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested)
directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the Canadian mails, or, at Agent’s option, by service upon
Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor shall appear in answer to such process, failing which Guarantor shall be deemed in default and judgment may be
entered by Agent against Guarantor for the amount of the claim and other relief requested. 

  

	 	(d)	 GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTEE OR ANY OF THE OTHER
FINANCING 



  

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AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR AND AGENT IN RESPECT OF THIS GUARANTEE OR ANY OF THE
OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR OR AGENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR AND AGENT TO THE WAIVER
OF THEIR RIGHT TO TRIAL BY JURY. 


  

	 	(e)	Neither Agent, Tranche B Agent nor Lenders shall have any liability to Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor in connection
with, arising out of, or in any way related to the transactions or relationships contemplated by this Guarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court
order binding on Agent that the losses were the result of acts or omissions constituting gross negligence or wilful misconduct. In any such litigation, Agent shall be entitled to the benefit of the rebuttable presumption that it acted in good faith
and with the exercise of ordinary care in the performance by it of the terms of the Financing Agreements. 

  

	11.	Judgment Currency. To the extent permitted by applicable law, the obligations of Guarantor in respect of any amount due under this Agreement and other Financing Agreements to
which Guarantor is a party shall, notwithstanding any payment in any other currency (the “Other Currency”) (whether pursuant to judgment or otherwise), be discharged only to the extent of the amount in the currency in which it is
due (the “Agreed Currency”) that Agent may, in accordance with normal banking procedures, purchase with the sum paid in the Other Currency (after any premium and costs of exchange) on the business day immediately after the day on
which Agent receives the payment, such payment being for itself, and for the ratable benefit of Tranche B Agent and Lenders and payable in accordance with the Loan Agreement. If the amount in the Agreed Currency that may be so purchased for any
reason falls short of the amount originally due, Guarantor shall pay all additional amounts, in the Agreed Currency, as may be necessary to compensate for the shortfall. Any obligation of Guarantor not discharged by that payment shall, to the extent
permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided in this Section, continue in full force and effect. 

  

	12.	Notices. All notices, requests and demands hereunder shall be in writing and: 

  

	 	(a)	made to Agent at its address set forth above and to Guarantor at its chief executive office set forth below, or to such other address as either party may designate by written notice
to the other in accordance with this provision; and 

  

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	 	(b)	deemed to have been given or made: if delivered in person, immediately upon delivery; if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation
of receipt; if by nationally recognized overnight courier service with instructions to deliver the next business day, one (1) business day after sending; and if by certified mail (return receipt requested) five (5) days after mailing.


  

	13.	Partial Invalidity. If any provision of this Guarantee is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Guarantee as a
whole, but this Guarantee shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be
permitted by applicable law. 

  

	14.	Entire Agreement. This Guarantee represents the entire agreement and understanding of this parties concerning the subject matter hereof, and supersedes all other prior
agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written. 

  

	15.	Successors and Assigns. This Guarantee shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Agent and its successors, endorsees,
transferees and assigns. The liquidation, dissolution or termination of Guarantor shall not terminate this Guarantee. 

  

	16.	Construction. All references to the term “Guarantor” wherever used herein shall mean Guarantor and its successors and assigns (including, without limitation,
any receiver, trustee or custodian for Guarantor or any of its assets or Guarantor in its capacity as debtor or debtor-in-possession under any Insolvency Legislation. All references to the term “Agent”, “Tranche B
Agent” or “Lenders” wherever used herein shall mean Agent, Tranche B Agent, Lenders and their respective successors and assigns and all references to the term “Borrower” or its “affiliates”
wherever used herein shall mean each and all of Borrower and its affiliates and their respective successors and assigns (including, without limitation, any receiver, trustee or custodian for Borrower and its affiliates or any of their respective
assets or Borrower, or its affiliates in their capacities as debtor or debtor-in-possession under any Insolvency Legislation). All references to the term “Person” or “person” wherever used herein shall mean any
individual, sole proprietorship, partnership, limited partnership, corporation, limited liability company, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity or any government or any agency or
instrumentality or political subdivision thereof. All references to the plural shall also mean the singular and to the singular shall also mean the plural. 

  

	17.	 No Novation. This Guarantee does not discharge or release the obligations under the Original Loan Agreement and the other Original Financing Agreements or
the Lien (as such term is defined in the Loan Agreement) or priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as 



  

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a substitution or novation of the obligations outstanding under the Original Loan Agreement and the other Original Financing Agreements or instruments
securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Guarantee shall be construed as a release or other discharge of Borrower
or any Guarantor under the Original Financing Agreements from any of its obligations and liabilities as “Borrower” or “Guarantor” thereunder. The undersigned hereby (i) confirms and agrees that each Original Financing
Agreement to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the date hereof all references in any such Original Financing Agreement to
“the Original Loan Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Original Financing Agreements shall mean the Original Financing Agreement as amended and restated by
the respective Financing Agreement and (ii) confirms and agrees that to the extent that any such Financing Agreement purports to assign or pledge to the Agent a security interest in or Lien (as such term is defined in the Loan Agreement) on,
any collateral as security for the obligations of the Borrower or the Guarantor from time to time existing in respect of the Original Financing Agreements, such pledge, assignment and/or grant of the security interest or Lien (as such term is
defined in the Loan Agreement) is hereby ratified and confirmed in all respects. 


  

	18.	Acknowledgement. Guarantor acknowledges receipt of a copy of this Guarantee. 

  

	19.	Facsimile. This Guarantee may be executed and delivered by facsimile transmission and Agent may rely on all such facsimile signatures as though such facsimile signatures were
original signatures. 

 [SIGNATURE PAGE TO FOLLOW] 
  

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 IN WITNESS WHEREOF, Guarantor has executed and delivered this Guarantee as of the day and year
first above written. 
  

							
	ATTEST:	 		 	SMTC NOVA SCOTIA COMPANY
				
	  
	 		 	By:	 	  

		 		 	Title:	 	  

				
		 		 	By:	 	  

		 		 	Title:	 	  

				
	 [CORPORATE SEAL]
	 		 		 	
			
		 		 	Chief Executive Office:
			
		 		 	635 Hood Road
		 		 	Markham, Ontario L3R 4N6
		 		 	Fax: (905) 479-5326

  

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