AMENDMENT NO. 1, CONSENT AND WAIVER TO SUNTRON CORPORATION SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.10

AMENDMENT NO. 1, CONSENT AND WAIVER TO
SUNTRON CORPORATION
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

          Amendment No. 1, Consent and Waiver (this “ Amendment ”), dated as of March 29, 2005, to the Second Amended and Restated Credit Agreement, dated as of July 7, 2004 (as amended to the date hereof, the “ Credit Agreement ”), among K*TEC Operating Corp. and EFTC Operating Corp., each a Delaware corporation, as borrowers (each a “ Borrower ” and collectively, the “ Borrowers ”), Suntron Corporation (the “ Company ”), the Lenders party thereto (the “ Lenders ”), the Issuers party thereto (the “ Issuers ”), Citicorp USA, Inc. as Administrative Agent and Collateral Agent (in such capacity, the “ Administrative Agent ”) and Congress Financial Corporation (Western), as Syndication Agent (the “ Syndication Agent ”). Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.

W I T N E S S E T H:

           WHEREAS , the Company, the Borrowers, the Lenders, the Issuers, the Administrative Agent and the Syndication Agent are party to the Credit Agreement;

           WHEREAS , the Company has notified the Administrative Agent and the Requisite Lenders that the Events of Default specified on Schedule A (Events of Default) (the “ Specified Events of Default ”) hereto have occurred and are continuing;

           WHEREAS, the Company desires to sell (the “ Transaction ”) pursuant to the letter of intent, dated as of March 8, 2005, among Suntron Corporation, as seller, and Continental Poly Bags, Inc., as buyer, the real property comprising all of commercial reserves “A” and “B” of Sugar Land Business Park, tracts 130 and 131, slide no. 1356B, F.B.C.P.R. Brown and Belknap League, A-15, Fort Bend County, Sugar Land, Texas, described therein, and for a purchase price in excess of $800,000.00, which shall result in a receipt by the Loan Parties of Net Cash Proceeds in an amount in excess of $725,000.00, which shall result in a prepayment of the Obligations in such amount by the Loan Parties as required pursuant to Section 2.9 (Mandatory Prepayments) of the Credit Agreement;

           WHEREAS , the Company has requested that the Administrative Agent and the Requisite Lenders waive the Specified Events of Default; and

           WHEREAS , the Company, the Borrower, the Administrative Agent and the Syndication Agent have agreed, subject to certain limitations and conditions set forth below, to (a) waive the Specified Events of Default for the periods and subject to the conditions set forth herein, (b) consent to the Transaction and (c) make certain amendments to the Credit Agreement, as more specifically set forth below;

           NOW, THEREFORE , in consideration of the premises and the covenants and obligations contained herein the parties hereto agree as follows:

Section 1. Consent and Waiver

          (a) Effective as of the Amendment Effective Date until (and including) April 15, 2005 (the “ Waiver Period ”), the Administrative Agent, the Syndication Agent and the

AMENDMENT NO. 1, CONSENT AND WAIVER TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
SUNTRON CORPORATION

Lenders and Issuers party hereto (constituting the Requisite Lenders) hereby waive the Specified Events of Default for the Waiver Period.

          (b) The Company shall deliver to the Administrative Agent (with sufficient copies for each of the Lenders) prior to the end of the Waiver Period, in form satisfactory to it (i) a Form 10-K of the Company, (ii) an analysis thereof by the management of the Company and (iii) a related certification by the Company’s Accountants as set forth in Section 6.1(c) (Financial Statements) of the Credit Agreement. Effective on the later of the Amendment Effective Date and the end of the Waiver Period, and subject to the prior compliance by the Company with the provisions of the preceding sentence, the Administrative Agent, the Syndication Agent and the Lenders and Issuers party hereto (constituting the Requisite Lenders) hereby waive the Specified Events of Default.

          (b) Anything in the Credit Agreement to the contrary notwithstanding, the Administrative Agent, Syndication Agent and the Lenders and Issuers party hereto (constituting the Requisite Lenders) hereby consent, to the extent required under the Credit Agreement, to the consummation of the Transaction (which Transaction, for the avoidance of doubt, shall not be taken into account when calculating the amount set forth in Section 8.4(f)(i) (Sale of Assets) of the Credit Agreement) on the terms set forth above.

     Section 2. Amendment

          Effective as of the Amendment Effective Date (as defined below) and subject to the satisfaction (or due waiver) of the conditions set forth in Section 4 (Amendment to Article VI (Financial Statements)

(a) Section 6.1 (Financial Statements) of the Credit Agreement shall be amended by inserting a new clause (j) at the end thereof to read in its entirety as follows:

                (j) Cash Flow Forecasts. No later than the third Business Day of each calendar week (which calendar week shall be deemed to start on each Sunday), forecasts of cash flow prepared by management of the Company for the succeeding thirteen week period, certified by a Responsible Officer.

Conditions Precedent to the Effectiveness of this Amendment ) hereof, the Administrative Agent, the Syndication Agent and the Lenders and Issuers party hereto hereby agree to amend the Credit Agreement as follows:

          (a)  Amendment to Article I (Definitions, Interpretation and Accounting Terms)

                     (i) The following definition is hereby inserted in Section 1.1 (Defined Terms) of the Credit Agreement in the appropriate place to preserve the alphabetical order of the definitions in such section:

               “ Average Excess Availability ” means, with respect to any fiscal month, an amount equal to (a) the sum of Excess Availability at the close of business on each Business Day during such fiscal month, divided by (b) the number of Business Days in such fiscal month.

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AMENDMENT NO. 1, CONSENT AND WAIVER TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
SUNTRON CORPORATION

               (ii) The definition of “ Applicable Margin ” in Section 1.1 (Defined Terms) of the Credit Agreement is hereby amended in its entirety to read as follows:

               “ Applicable Margin ” means, (a) during the period commencing on the Effective Date and ending March 28, 2005, with respect to (i) Base Rate Loans, 0.75% per annum and (ii) Eurodollar Rate Loans, 2.75% per annum and (b) thereafter, with respect to each period set forth below, a per annum rate equal to the rate set forth below opposite such period and under the applicable type of Loan:

               (iii) The definition of “ Reduced Liquidity Month ” in Section 1.1 (Defined Terms) of the Credit Agreement is hereby amended in its entirety to read as follows:

               “ Reduced Liquidity Month ” means, (a) in the case of the first two fiscal months of any fiscal quarter, any fiscal month for which Average Excess Availability for such month failed to exceed $10,000,000 and (b) in the case of the third fiscal month of any fiscal quarter, any fiscal month for which Average Excess Availability for such month failed to exceed $12,500,000.

          (b)  Amendment to Article V (Financial Covenants)

                Clause (c) of Section 5.1 (Minimum EBITDA ) of the Credit Agreement shall be amended by deleting the table set forth therein and inserting the following new table in its place:

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AMENDMENT NO. 1, CONSENT AND WAIVER TO
SECOND