Letter of amendment between Wachovia Capital Finance Corporation and SMTC



 Exhibit 10.1 

May 18, 2010 
 VIA EMAIL

 SMTC Manufacturing Corporation of California 

2302 Trade Zone Boulevard 
 San Jose, California
USA 95131 
 -and- 
 SMTC
Manufacturing Corporation of Massachusetts 
 109 Constitution Boulevard, Unit 160 

Franklin, Massachusetts USA 02038 
 -and-

 SMTC Mex Holdings, Inc. 
 635 Hood
Road 
 Markham, Ontario Canada L3R 4N6 

Dear Ms. Jane Todd: 
  

	Re:	Wachovia Capital Finance Corporation (Central), Export Development Canada, SMTC Manufacturing Corporation of California, SMTC Manufacturing Corporation of
Massachusetts and SMTC Mex Holdings, Inc.  

 Reference is made to the Second Amended and Restated US Loan
Agreement dated as of August 7, 2008 as amended by letter agreements dated April 2, 2009, August 4, 2009 and December 4, 2009 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time,
the “US Loan Agreement”) between Wachovia Capital Finance Corporation (Central), as the Revolving Lender and the Agent, Export Development Canada, as the Tranche B Lender and the Tranche B Agent, each of SMTC Manufacturing
Corporation of California, SMTC Manufacturing Corporation of Massachusetts and SMTC Mex Holdings, Inc., as the US Borrowers, and certain other Obligors. 
  

	1.	Definitions. In this letter, unless otherwise defined or the context otherwise requires, all capitalized terms shall have the respective meanings specified in
the US Loan Agreement. 

  

	2.	Amendment to US Loan Agreement. 

  

	 	(a)	 This letter is an amendment to the US Loan Agreement. Unless the context of this letter otherwise requires, the US Loan Agreement and this letter shall
be read together 










	 	
and shall have effect as if the provisions of the US Loan Agreement and this letter were contained in one agreement. The term “Agreement” when used in the US Loan Agreement means
the US Loan Agreement as amended by this letter, together with all amendments, modifications, supplements, extensions, renewals, restatements and replacements thereof from time to time. 


 

	 	(b)	The US Loan Agreement is amended as follows: 

  

	 	(i)	Effective March 20, 2010 Wachovia Bank, N.A. and Wachovia Bank of Delaware, N.A. merged into Wells Fargo Bank, N.A. and the parties hereto acknowledge such merger
and any reference in the US Loan Agreement to “Wachovia Bank, N.A.” shall be replaced by “Wells Fargo Bank, N.A. 

  

	 	(ii)	Effective March 31, 2010, Wachovia Capital Finance Corporation (Canada) changed its legal name to Wells Fargo Capital Finance Corporation Canada and the parties
hereto acknowledge such name change and any reference in the US Loan Agreement to “Wachovia Capital Finance Corporation (Canada)” shall be replaced by “Wells Fargo Capital Finance Corporation Canada”. 


 

	 	(iii)	The definition of “Applicable Margin” in Section 1.5 of the US Loan Agreement is amended by deleting the existing table therein and
replacing it with the following table: 

  

									
	 Level
	  	 Total Leverage Ratio
	  	Applicable Margin for
Libor Rate Loans provided
by Tranche B Lenders	 	 	Applicable Margin for
Reference Rate Loans	 
	 Level I
	  	 Greater than or equal to 2.00x
	  	3.50	% 	 	2.25	% 
	 Level II
	  	 Less than 2.00x but greater than or equal to 1.50x
	  	3.00	% 	 	1.75	% 
	 Level III
	  	 Less than 1.50x
	  	2.50	% 	 	1.25	% 

  

	 	(iv)	Section 1.67 “Fixed Charge Coverage Ratio”, Section 1.68 “Fixed Charges” and Section 8.22
“Fixed Charge Coverage Ratio” are deleted. 

  

	 	(v)	Section 1.81 “Interest Rate” of the US Loan Agreement is deleted and replaced with: 


““Interest Rate” shall mean shall the following interest rates as set forth in the table below. The applicable
Interest Rate shall be determined and adjusted quarterly by Agent on each Calculation Date by reference to EBITDA for SMTC Corporation and each of its Subsidiaries determined by Agent at the end of the most recently ended fiscal quarter of SMTC
Corporation preceding 
  

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the applicable Calculation Date on a consolidated rolling four (4) fiscal quarter basis and in accordance with GAAP. If US Borrowers fail to provide the Officer’s Compliance Certificate
as required by Section 8.6(a)(ii) for the most recently ended fiscal quarter of SMTC Corporation preceding the applicable Calculation Date, the applicable Interest Rate for such Calculation Date shall be based on Level III until such
time as such Officer’s Compliance Certificate is provided, at which time the Level shall be determined by Agent by reference to the EBITDA for SMTC Corporation and each of its Subsidiaries at the end of the most recently ended fiscal quarter of
SMTC Corporation preceding the applicable Calculation Date on a consolidated rolling four (4) fiscal quarter basis and in accordance with GAAP: 
  

							
	 Level
	  	 EBITDA
	  	 Interest Rate if Revolving

Loan bearing interest at

Prime Rate
	  	 Interest Rate if

Revolving Loan

bearing interest at

Adjusted Libor Rate

	Level I	  	Greater than or equal to US$15,000,000	  	Prime Rate per annum	  	 Adjusted Libor Rate

plus 3%

	Level II	  	Less than US$15,000,000 but greater than or equal to US$13,000,000	  	 Prime Rate plus 0.5% per

annum
	  	 Adjusted Libor Rate

plus 3.5%

	Level III	  	Less than US$13,000,000	  	 Prime Rate plus 1.0% per

annum
	  	 Adjusted Libor Rate

plus 4.0%



Provided however that “Interest Rate” shall mean a rate of interest of three (3%) percent per
annum in excess of the applicable Interest Rate for Revolving Loans, at Agent’s option, without notice, (A) on non-contingent Obligations (i) for the period on and after the date of termination or non-renewal of the Revolving Loans
until such time as Revolving Lender and Agent have received full and final payment of all such Obligations and (ii) for the period from and after the date of the occurrence of an Event of Default so long as such Event of Default is continuing
as determined by Agent (notwithstanding entry of any judgment against a US Borrower) and (B) on the Revolving Loans at any time outstanding in excess of the amounts available to US Borrowers under Section 2 hereof (whether or not
such excess(es) arise or are made with or without Agent’s knowledge or consent and whether made before or after an Event of Default) (a “Revolving Loans Excess Position”) until such time as the Revolving Loans outstanding are
no longer in a Revolving Loans Excess Position; provided however, in the event the Revolving Loans are in a Revolving Loans Excess Position solely as a result of a subjective exercise of Agent’s discretion to revise the
Availability Reserves pursuant to Section 2 hereof and absent objective circumstances or events to justify same, the Interest Rate for the purposes of subparagraph (B) shall come into effect on the fifth (5) Business Day
following written notice of same given by Agent to US Borrowers.”. 
  

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	 	(vi)	Section 1.95 “Maturity Date” of the US Loan Agreement is deleted and replaced with: 


““Maturity Date” shall mean the date which is the earlier to occur of (i) August 12, 2013 and
(ii) the termination of this Agreement pursuant to the terms hereof.”. 
  

	 	(vii)	Schedule 2.3(b)(i) to the US Loan Agreement is deleted and replaced with Schedule 2.3(b)(i) attached to this letter. For greater certainty, US Borrowers
shall not be required to pay any principal repayments on the Tranche B Loan pursuant to Section 2.3(b)(i) of the US Loan Agreement during the 2010 fiscal year of SMTC Corporation. 


 

	 	(viii)	Section 8.6(a)(i) “Financial Statements and Other Information” of the US Loan Agreement is deleted and replaced with:


 “(i) within thirty (30) days after the end of each fiscal month or within forty-five (45) days
after the end of a fiscal month that is the month end of a fiscal quarter of SMTC Corporation, monthly unaudited financial statements of Canadian Borrower and US Borrowers and unaudited consolidating financial statements of SMTC Corporation
(including in each case balance sheets, statements of income and loss, statements of cash flow, statements of shareholders’ equity, sales backlog reports and sales and profitability reports for the ten (10) largest customers of SMTC and
its Subsidiaries), all in reasonable detail, fairly presenting the financial position and the results of the operations of US Borrowers, Canadian Borrower and SMTC Corporation and their respective Subsidiaries as of the end of and through such
fiscal month;”. 
  

	 	(ix)	Section 8.6(a)(ii) “Financial Statements and Other Information” of the US Loan Agreement is deleted and replaced with:


 “(ii) within forty-five (45) days after the end of each fiscal quarter of SMTC Corporation, quarterly
unaudited financial statements of Canadian Borrower and US Borrowers and unaudited consolidating financial statements of SMTC Corporation (including in each case balance sheets, statements of income and loss, statements of cash flow, statements of
shareholders’ equity, sales backlog reports and sales and profitability reports for the ten (10) largest customers of SMTC and its Subsidiaries), all in reasonable detail, fairly presenting the financial position and the results of the
operations of US Borrowers, Canadian Borrower and SMTC Corporation and their respective Subsidiaries as of the end of and through such fiscal quarter together with a certificate of the chief financial officer of each US Borrower in form and content
satisfactory to US Lenders and substantially in the form attached hereto as Schedule 8.6 (each, an “Officer’s Compliance Certificate”) setting out the Total Leverage Ratio for the calculation of the Applicable Margin,
the EBITDA amount for the calculation of the Interest Rate and compliance with Sections 8.18, 8.23 and 8.24 each as at the end of the most recent fiscal quarter of SMTC Corporation, and the calculations used to determine such
ratio, amount and compliance and attaching the financial statements used to determine such ratio, amount and compliance;”. 
  

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	 	(x)	Section 8.18 “EBITDA” of the US Loan Agreement is deleted and replaced with: 


 

	 	“8.18	EBITDA 


Each US Borrower shall ensure that EBITDA for SMTC Corporation and its Subsidiaries, calculated at the end of each fiscal
quarter of SMTC Corporation on a consolidated rolling four (4) fiscal quarter basis and in accordance with GAAP, shall not be less than the amounts set forth in the table below: 

 

				
	 End of Fiscal Quarter
	  	TTM EBITDA
	 June 2010
	  	US$	5,500,000
	 September 2010
	  	US$	8,000,000
	 December 2010
	  	US$	8,000,000
	 March 2011
	  	US$	8,000,000
	 June 2011
	  	US$	8,000,000
	 September 2011
	  	US$	10,000,000
	 December 2011
	  	US$	10,000,000
	 March 2012
	  	US$	11,000,000
	 June 2012
	  	US$	11,000,000
	 September 2012
	  	US$	11,000,000
	 December 2012
	  	US$	11,000,000
	 March 2013
	  	US$	12,000,000
	 June 2013
	  	US$	12,000,000
	 September 2013
	  	US$	12,000,000
	 December 2013
	  	US$	12,000,000


Agent, Tranche B Agent and US Borrowers acknowledge and agree that Schedule 8.18 attached hereto sets out how
Agent calculated the EBITDA covenant in Section 8.18.”. 
  

	 	(xi)	Section 8.23 “Maximum Total Debt” of the US Loan Agreement is deleted and replaced with: 


 

	 	“8.23	Maximum Total Debt 


Each US Borrower shall ensure that the ratio of outstanding Total Debt of SMTC Corporation and its Subsidiaries under
this Agreement, the Canadian Loan Agreement and Capital Leases to trailing twelve (12) month EBITDA of SMTC Corporation and its Subsidiaries calculated at the end of each fiscal quarter on a consolidated basis in accordance with GAAP

  

 Page 5 








 
shall not exceed 3:1. For purposes of calculating EBITDA for this Section 8.23 only, EBITDA may include cash payments of accounts receivable of SMTC Corporation and its Subsidiaries
due before the applicable fiscal quarter end in accordance with customary procedures that are received by SMTC Corporation and its Subsidiaries within five (5) Business Days of such applicable fiscal quarter end.”. 

 

	 	(xii)	Section 8.24 “Maximum Unfunded Capital Expenditures” of the US Loan Agreement is deleted and replaced with: 


 

	 	“8.24	Maximum Unfunded Capital Expenditures 


Each US Borrower shall ensure that SMTC Corporation and its Subsidiaries do not, directly or indirectly, make or commit
to make, whether through purchase, capital leases or otherwise, unfunded Capital Expenditures in an aggregate amount in excess of the amounts set forth in the table below for each fiscal year of SMTC Corporation. Fifty percent (50%) of the
unused portion of the Capital Expenditure amount set forth below in a fiscal year not to exceed US$1,000,000 for such fiscal year may be carried over for expenditure in the next succeeding fiscal year only, however any Capital Expenditure made
during any fiscal year shall be deemed made first in respect of amounts permitted for such fiscal year as provided below and second in respect of amounts permitted to be carried over from the prior fiscal year. 

 

				
	 Fiscal Year
	  	Maximum Unfunded Capital Expenditures
	 2010
	  	US$	3,000,000
	 2011
	  	US$	4,000,000
	 2012
	  	US$	5,000,000
	 2013
	  	US$	5,000,000

  

	 	(xiii)	Schedules 8.6 and 8.18 attached hereto shall be deemed to be the Schedule 8.6 and 8.18 attached to the US Loan Agreement.


  

	 	(xiv)	“Libor Rate Loans” under the US Loan Agreement shall include any portion of a Revolving Loan made by the Revolving Lender on which interest is payable based
on the Adjusted Libor Rate, US Borrowers agree to comply with such customary procedures as are generally established by Agent for customers and specified by Agent to US Borrowers from time to time for requests by US Borrowers for Libor Rate Loans
that are Revolving Loans and the provisions in the US Loan Agreement relating to Libor Rate Loans and references therein to “Tranche B Agent”, “Tranche B Lenders” and “Reference Rate Loans” shall include references to
“Agent”, “Revolving Lender” and “Prime Rate Revolving Loans” in the context of Libor Rate Loans that are Revolving Loans. 


 

 Page 6 









	 	(c)	The effective date of the amendment to the US Loan Agreement provided in this letter is May 18, 2010. 


 

	3.	No Novations. Nothing in this letter, or in the US Loan Agreement when read together with this letter, shall constitute a novation, payment, re-advance or
reduction or termination in respect of any Obligations. 

  

	4.	Financing Agreement. This letter is a Financing Agreement. 

  

	5.	Amendment Fee. The US Borrowers shall pay to the Agent an amendment fee of US$50,000, which amendment fee shall be fully earned as of and payable on the date
hereof. The US Borrowers shall pay to the Tranche B Agent an amendment fee of US$50,000, which amendment fee shall be fully earned as of and payable on the date hereof. 


 

	6.	Expenses. The US Borrowers shall pay all fees, expenses and disbursements including, without limitation, legal fees, incurred by or payable to the Agent, Tranche
B Agent and US Lenders in connection with the preparation, negotiation, completion, execution, delivery and review of this letter and all other documents and instruments arising therefrom and/or executed in connection therewith.


  

	7.	Continuance of US Loan Agreement and Security. 

  

	 	(a)	The US Loan Agreement, as amended by this letter, shall be and continue in full force and effect and is hereby confirmed and the rights and obligations of all parties
thereunder shall not be affected or prejudiced in any manner except as specifically provided for herein. 

  

	 	(b)	Each of the US Borrowers and Obligors hereby acknowledges, confirms and agrees that: 


 

	 	(i)	all security delivered by the US Borrowers and the Obligors in connection with the US Loan Agreement secures the payment of all of the Obligations including, without
limitation, the obligations arising under the US Loan Agreement, as amended by the terms of this letter; and 

  

	 	(ii)	the Agent, the Tranche B Agent and the US Lenders shall continue to have valid, enforceable and perfected first priority liens upon the collateral described in the
Financing Agreements, subject only to liens expressly permitted pursuant to the US Loan Agreement. 

  

	 	(c)	To induce the Agent, the Tranche B Agent and the US Lenders to enter into this letter, each of the US Borrowers and the Obligors hereby represent and warrant to each of
the Agent, the Tranche B Agent and the US Lenders as follows, which representations and warranties shall survive the execution and delivery of this letter: 


 

	 	(i)	the US Borrowers and the Obligors are in compliance with all covenants in the Financing Agreements; 


 

 Page 7 









	 	(ii)	all the representations and warranties set out in the Financing Agreements are true and accurate; 


 

	 	(iii)	no Default or Event of Default has occurred or is continuing; 

  

	 	(iv)	no material adverse change has occurred with respect to any of the US Borrowers or the Obligors since the date of the Agent’s latest field examination and no
change or event has occurred which would have a material adverse effect on any of the US Borrowers or the Obligors; 

  

	 	(v)	the execution delivery, delivery and performance of this letter and the transactions contemplated hereunder are all within its powers, have been duly authorized by it
and are not in contravention of law or the terms of its organizational documents or any indenture, agreement or undertaking to which it is a party or by which it or its property is bound; 


 

	 	(vi)	it has duly executed and delivered this letter; and 

  

	 	(vii)	this letter constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 


 

	8.	Counterparts. This letter may be executed in any number of separate original, facsimile or pdf counterparts, each of which shall be deemed an original and all of
said counterparts taken together shall be deemed to constitute one and the same instrument. 

  

	9.	Governing Law. The validity, interpretation and enforcement of this letter and any dispute arising out of the relationship between the parties hereto, whether in
contract, tort, equity or otherwise, shall be governed by the laws of the State of Illinois. 

  

	10.	Further Assurances. At the request of any of the Agent, the Tranche B Agent and the US Lenders at any time and from time to time, each of the US Borrowers and
the Obligors shall, at their expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments, and do or cause to be done such further acts as may be requested by any of the Agent, the
Tranche B Agent and the US Lenders to effectuate the provisions or purposes of this letter. 

  

	11.	Amendments and Waivers. Neither this letter 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 the parties hereto. 

  

	12.	Headings. The division of this letter into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or
interpretation of this letter. 

  

	13.	Successors and Assigns. This letter shall be binding upon and inure to the benefit of and be enforceable by the Agent, the Tranche B Agent, the US Lenders, the
US Borrowers and the Obligors and their respective successors and assigns. The US Borrowers and the Obligors may not assign their respective rights under this letter without the prior written consent of the Agent, the Tranche B Agent and the US
Lenders. 

  

 Page 8 









	14.	Partial Invalidity. If any provision of this letter is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this letter
as a whole, but this letter 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. 

  

	15.	Acceptance. If the foregoing correctly sets out our agreement, please indicate your acceptance of this letter by signing below and returning an executed copy to
us by no later than 5:00 p.m. on May 18, 2010 (the “Effective Time”). If not so signed and returned by all parties hereto to us on the Effective Time, this letter shall be null and void. 


Yours truly, 
  

			
	REVOLVING LENDER AND AGENT:
	
	WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL)
		
	By:	 	 /s/ Carmela Massari

		 	 Name: Carmela Massari

Title: Vice President

		
	By:	 	  

		 	 Name:

Title:


  

 Page 9 








 Agreed this 18th day of May, 2010. 

 

			
	TRANCHE B LENDER AND TRANCHE B AGENT:
	
	EXPORT DEVELOPMENT CANADA
		
	By:	 	 /s/ Peter Johnston

		 	 Name: Peter Johnston
 Title:
Loan Portfolio Manager

		
	By:	 	 /s/ Christopher Wilson

		 	 Name: Christopher Wilson

Title: Asset Manager


  

 Page 10 








 Agreed this 18th day of May, 2010. 

 

									
	US BORROWER:	 		 	US BORROWER:
			
	SMTC MANUFACTURING CORPORATION OF CALIFORNIA	 		 	SMTC MANUFACTURING CORPORATION OF MASSACHUSETTS
					
	By:	 	 /s/ Jane Todd
	 		 	By:	 	 /s/ Jane Todd

		 	 Name: Jane Todd
 Title:
Secretary and Treasurer
	 		 		 	 Name: Jane Todd
 Title:
Secretary and Treasurer

					
	By:	 	  
	 		 	By:	 	  

		 	 Name:

Title:
	 		 		 	 Name:

Title:

				
	US BORROWER: 	 		 		 	
				
	SMTC MEX HOLDINGS, INC.	 		 		 	
					
	By:	 	 /s/ Jane Todd
	 		 		 	
		 	 Name: Jane Todd
 Title:
Secretary and Treasurer
	 		 		 	
					
	By:	 	  
	 		 		 	
		 	 Name:

Title:
	 		 		 	

  

 Page 11 








 OBLIGORS: 

Each of the undersigned Obligors hereby: 
  

	 	(a)	acknowledges, confirms and agrees that such Obligor’s Financing Agreements (as each of the same may have been amended, modified, supplemented, extended, renewed,
restated or replaced) remain in full force and effect as at the date hereof in respect of the Obligations under the US Loan Agreement; 

  

	 	(b)	acknowledges and confirms that such Obligor has received a copy of the US Loan Agreement and this letter and understands and agrees to the terms thereof;


  

	 	(c)	acknowledges and confirms that the representations and warranties set forth in the Financing Agreements to which it is a party continue to be true and correct as of the
date hereof; and 

  

	 	(d)	acknowledges and confirms that it is in compliance with the covenants set forth in the Financing Agreements to which it is a party as of the date hereof.


 Dated as of the 18th day of May, 2010. 
  

									
	SMTC CORPORATION	 		 	SMTC HOLDINGS, LLC
					
	By:	 	 /s/ Jane Todd
	 		 	By:	 	 /s/ Jane Todd

		 	 Name: Jane Todd
 Title:
Secretary and Treasurer
	 		 		 	 Name: Jane Todd
 Title:
Secretary and Treasurer

					
	By:	 	  
	 		 	By:	 	  

		 	 Name:

Title:
	 		 		 	 Name:

Title:

			
	HTM HOLDINGS, INC.	 		 	RADIO COMPONENTES DE MEXICO, S.A. DE C.V.
					
	By:	 	 /s/ Jane Todd
	 		 	By:	 	 /s/ Jane Todd

		 	 Name: Jane Todd
 Title:
Secretary and Treasurer
	 		 		 	 Name: Jane Todd
 Title:
Secretary and Treasurer

					
	By:	 	  
	 		 	By:	 	  

		 	 Name:

Title:
	 		 		 	 Name:

Title:


  

 Page 12 









			
	SMTC DE CHIHUAHUA, S.A. DE C.V.
		
	By:	 	 /s/ Jane Todd

		 	 Name: Jane Todd
 Title:
Secretary and Treasurer

		
	By:	 	  

		 	 Name:

Title:


  

 Page 13 








 SCHEDULE 2.3(b)(i) 

TRANCHE B LOAN AMORTIZATION SCHEDULE 
  

				
	 Date
	  	Principal Repayment Amount
	 April 1, 2011
	  	US$	926,250
	 July 1, 2011
	  	US$	926,250
	 October 1, 2011
	  	US$	926,250
	 January 1, 2012
	  	US$	926,250
	 April 1, 2012
	  	US$	926,250
	 July 1, 2012
	  	US$	926,250
	 October 1, 2012
	  	US$	926,250
	 January 1, 2013
	  	US$	926,250
	 April 1, 2013
	  	US$	926,250
	 August 12, 2013
	  	US$	926,250








 SCHEDULE 8.6 

OFFICER’S COMPLIANCE CERTIFICATE 

See attached. 







 FORM OF COMPLIANCE CERTIFICATE 

This Compliance Certificate (this “Certificate”) is delivered to you pursuant to the Second Amended and Restated
Canadian Loan Agreement dated as of August 7, 2008, as amended by letter agreements dated April 2, 2009, August 4, 2009, December 4, 2009 and May 18, 2010, by and among SMTC MANUFACTURING CORPORATION OF CANADA, as
Canadian Borrower, and WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, formerly known as WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as Revolving Lender and Agent, and the Second Amended and Restated US Loan Agreement dated as of August 7,
2008, as amended by letter agreements dated April 2, 2009, August 4, 2009, December 4, 2009 and May 18, 2010, by and among SMTC MANUFACTURING CORPORATION OF CALIFORNIA, SMTC MANUFACTURING CORPORATION OF MASSACHUSETTS,
SMTC MEX HOLDINGS, INC., as US Borrowers, WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), as Revolving Lender and Agent, and EXPORT DEVELOPMENT CANADA, as Tranche B Lender and Tranche B Agent. 

 

	 	1.	I am the duly elected, qualified and acting Senior Vice President Finance and Chief Financial Officer of the US Borrowers, Canadian Borrower and SMTC Corporation.


  

	 	2.	I have reviewed and am familiar with the contents of this Certificate. 

  

	 	3.	I have reviewed the terms of the Canadian Loan Agreement and the US Loan Agreement referred to above. In this Certificate, unless otherwise defined or the context
otherwise requires, all capitalized terms shall have the respective meanings specified in the US Loan Agreement. 

  

	 	4.	Attached hereto as Attachment 1 is a certificate signed by me demonstrating compliance with the EBITDA covenants set forth in Section 8.19 of the
Canadian Loan Agreement and Section 8.18 of the US Loan Agreement together with the financial statements used to determine such compliance. 

  

	 	5.	Attached hereto as Attachment 2 is a certificate signed by me demonstrating compliance with the Maximum Total Debt covenants set forth in
Section 8.24 of the Canadian Loan Agreement and Section 8.23 of the US Loan Agreement together with the financial statements used to determine such compliance. 


 

	 	6.	Attached hereto as Attachment 3 is a certificate signed by me demonstrating compliance with the Maximum Unfunded Capital Expenditures covenants set forth in
Section 8.25 of the Canadian Loan Agreement and Section 8.24 of the US Loan Agreement together with the financial statements used to determine such compliance. 


 

	 	7.	Attached hereto as Attachment 4 is a certificate signed by me setting out the Total Leverage Ratio for the calculation of the Applicable Margin together with the
financial statements used to determine such calculation. 









	 	8.	Attached hereto as Attachment 5 is a certificate signed by me setting out the EBITDA amount for the calculation of the Interest Rate together with the financial
statements used to determine such calculation. 

 IN WITNESS WHEREOF, I execute this Certificate this
     day of             , 20    . 
  

			
	SMTC CORPORATION
		
	By:	 	  

		 	 Name:

Title:



  

 - 2 - 








 ATTACHMENT 1 

EBITDA COVENANTS 
 See
attached. 








			
	SMTC Corporation	  	31/03/2009 15:41

 EBITDA Compliance
Certificate 
 For Month and YTD period ending: 
  

										
					
	 	  	 	  	Monthly actual	  	YTD Actual	  	 
					
	 Net income
	  		  	—  	  	—  	  		
					
	 Plus: Interest
	  		  	—  	  	—  	  		
					
	 Plus: Income taxes
	  		  	—  	  	—  	  		
					
	 Plus: Depreciation
	  		  	—  	  	—  	  		
					
	 Plus: Amortization
	  		  	—  	  	—  	  		
					
	 Less: Unusual gains
	  	Detail below	  	—  	  	—  	  		
					
	 Plus: Unusual losses
	  	Detail below	  	—  	  	—  	  		
					
	 Plus: Stock option expenses
	  		  	—  	  	—  	  		
					
	 EBITDA
	  		  	—  	  	—  	  		
					
	 Monthly rolling EBITDA
	  		  		  		  		
					
	 EBITDA for :
	  		  	months ended	  		  	$	—  
					
	 EBITDA for the month of:
	  		  		  		  	 	—  
		  		  		  		  	 	—  
		  		  		  		  	 	—  
		  		  		  		  	 	 
	 Rolling month /QTR EBITDA at
	  		  		  		  	$	—  
		  		  		  		  	 	 
					
	 Standard
	  		  		  		  		
					
	 Compliance
	  		  		  		  	 	no

  

									
					
	 Name
	  	  
	  		  		  	
	 Signature
	  	  
	  		  		  	
	 Title
	  	  
	  		  		  	
	 Date
	  	  
	  		  		  	








 ATTACHMENT 2 

MAXIMUM TOTAL DEBT COVENANTS 

See attached. 







 SMTC Corporation 

Debt/EBITDA minus Unfunded Capex Ratio 

Date 
  

									
	 	  	31-Mar	  	30-Jun	  	30-Sep	  	31-Dec
					
	 Revolver
	  	—  	  		  		  	
					
	 Term (Current)
	  	—  	  		  		  	
					
	 Leases ( Current)
	  	—  	  		  		  	
					
	 Term( LT)
	  	—  	  		  		  	
					
	 Leases (LT)
	  	—  	  		  		  	
					
	 Letters of credit
	  	—  	  		  		  	
					
	 Total debt
	  	—  	  	—  	  	—  	  	—  
					
	 EBITDA ( 4 QTR Rolling)
	  	—  	  		  		  	
					
	 Debt/EBITDA
	  	#DIV/0!	  	#DIV/0!	  	#DIV/0!	  	#DIV/0!
					
	 Standard
	  	6.9	  	5.2	  	4.4	  	3.6
					
	 Compliance
	  	#DIV/0!	  	#DIV/0!	  	#DIV/0!	  	#DIV/0!

  

							
				
	 Name
	  	  
	  		  	
	 Signature
	  	  
	  		  	
	 Title
	  	  
	  		  	
	 Date
	  	  
	  		  	








 ATTACHMENT 3 

MAXIMUM UNFUNDED CAPITAL EXPENDITURES COVENANTS 

See attached. 








			
	SMTC Corporation	  	3/31/2009 16:34
		
	Date	  	
	 Unfunded CAPEX

Covenant
	  	

  

													
	 	  	31-Mar	  	30-Jun	  	30-Sep	  	31-Dec
					
	 YTD CAPEX
	  			  			  			  		
	 YTD CAPEX financing
	  			  			  			  		
					
	 YTD Unfunded CAPEX
	  	$	—  	  	$	—  	  	$	—  	  	$	—  
					
	 Maximum
	  	$	1,000,000	  	$	1,000,000	  	$	1,000,000	  	$	1,000,000
					
	 Compliance
	  	 	YES	  	 	YES	  	 	YES	  	 	YES

  

							
	 Name
	  	  
	  		  	
	 Signature
	  	  
	  		  	
	 Title
	  	  
	  		  	
	 Date
	  	  
	  		  	








 ATTACHMENT 4 

TOTAL LEVERAGE RATIO – APPLICABLE MARGIN CALCULATIONS 

See attached. 







 ATTACHMENT 5 

EBITDA AMOUNT – INTEREST RATE CALCULATIONS 

See attached. 







 SCHEDULE 8.18 

EBITDA CALCULATIONS 
 See
attached. 







 SMTC Manufacturing Corporation 

EBITDA reported for 2009 by Quarter 
  

								
	 Jan
	  	$	(140	) 	 	$	 —  
	 Feb
	  	 	479	  	 		
	 Mar
	  	 	1,064	  	 	 	1,403
	 Apr
	  	 	(738	) 	 		
	 May
	  	 	496	  	 		
	 Jun
	  	 	1,861	  	 	 	1,619
	 Jul
	  	 	(104	) 	 		
	 Aug
	  	 	227	  	 		
	 Sep
	  	 	1,540	  	 	 	1,663
	 Oct
	  	 	771	  	 		
	 Nov
	  	 	646	  	 		
	 Dec
	  	 	2,188	  	 	 	3,605
		  	 	 	 	 	 	 
	 Total
	  	$	8,290	  	 	$	8,290