Amendment No. 2, Consent and Waiver to Suntron Corporation?s Second Amended and Restated Credit Agreement

Amendment No. 2, Consent and Waiver to
Suntron Corporation’s
Second Amended and Restated Credit Agreement

          Amendment No. 2, Consent and Waiver (this “ Amendment ”), dated as of August 19, 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 Wachovia Capital Finance Corporation (Western), as successor in interest to 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 Lenders have entered into that certain Participation Agreement (the “ Participation Agreement ”) with Thayer Equity Investors IV, L.P., the participant (the “ Participant ”), attached hereto as Exhibit A ;

           Whereas , the Borrowers have asked for an extension of 5 business days (the “ Delivery Extension ”) to deliver the Financial Statements required to be delivered pursuant to Section 6.1(b) of the Credit Agreement with respect to the Fiscal Quarter ended July 3, 2005 (the “ Specified Fiscal Quarter ”) and the other documents expressly required to be delivered pursuant to Section 6.1(d) , (h) or (i) of the Credit Agreement at the time of delivery of such Financial Statements (collectively, the “ Specified Documents ”);

           Whereas, it is a condition precedent to the Participation Agreement that the Company, the Borrowers, the Lenders, the Issuers, the Administrative Agent and the Syndication Agent enter into this Amendment; and

           Whereas , the Company, the Borrowers, the Administrative Agent, the Syndication Agent and the Lenders have agreed, subject to certain limitations and conditions set forth below, to (a) consent to the Delivery Extension and to the parties entering into the Participation Agreement and (b) 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, Waiver and Covenants

          (a) As of the Amendment Effective Date, the Agents and Lenders party hereto agree to the Delivery Extension and waive compliance with Section 6.1(Financial Statements) of the Credit Agreement with respect to the delivery of the Specified Documents (and

Amendment No. 2, Consent and Waiver to
Second Amended and Restated Credit Agreement
Suntron Corporation

any Event of Defaults that may arise solely because of the non-compliance with such delivery requirements within the periods specified in such section) so long as all such Specified Documents are delivered within 52 days after the end of the Specified Fiscal Quarter. The Company hereby agrees to deliver all such Specified Documents within such period.

          (b) The Company hereby agrees that, within 30 days after the Amendment Effective Date, it shall have hired a financial advisor reasonably acceptable to each Agent on terms and conditions reasonably acceptable to each Agent. Each party hereto acknowledges and agrees (without prejudice to the Administrative Agent’s ability to establish Availability Reserves, Eligibility Reserves and other reserves from time to time under and as provided in the Credit Agreement) that, on the date hereof, the aggregate amount of Eligibility Reserves and Availability Reserves is $5,000,000.

          (c) The parties hereto hereby consent to the execution and delivery of the Participation Agreement and the consummation of the transactions contemplated therein.

      Section 2. Amendments

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

               (i) Clause (p) of the definition of “ Eligible Receivables ” in Section 1.1 (Defined Terms) of the Credit Agreement is hereby amended by inserting at the end of the parenthetical “or, if such Account Debtor is Hart Intercivic, for any time of determination prior to December 31, 2005, 20%”.

               (ii) The following is hereby inserted at the end of the definition of “ Borrowing Base ” to replace the period therein:

               “; and

           plus (c) the Participation Increase.”

               (iii) The following new definitions are hereby inserted in Section 1.1 (Defined Terms) of the Credit Agreement in an appropriate position so as to preserve the alphabetical order of definitions in such Section:

          “ Participant ” means Thayer Equity Investors IV, L.P.

          “ Participation Increase ” means the amount of the “Purchase Price” under and as defined in the Participation Agreement, dated as of August 19, 2005, among each Lender as a seller and the Participant, as participant, as amended, supplemented or otherwise modified; provided, however , that, upon receipt by the Company, the Borrowers or any of their Subsidiaries of the Net Cash Proceeds of any Equity Issuance or Debt Issuance after August 19, 2005 for which a mandatory prepayment is required under Section 2.9(a) or, without duplication, upon receipt by the Participant of any other payment with respect to the principal amount of the “Specified Loans” under and as defined in such Participation Agreement (including as a result of a purchase of the interest of the Participant by any Lender), the amount of the “Participation Increase” shall be reduced by the amount of such Net Cash Proceeds or, as the case may be, such payment unless otherwise agreed by the Agents in their sole discretion.

Amendment No. 2, Consent and Waiver to
Second Amended and Restated Credit Agreement
Suntron Corporation

      Section 3. Conditions Precedent to the Effectiveness of this Amendment

          This Amendment (including the consents and waivers set forth herein) shall become effective as of the “Effective Date” (under and as defined in the Participation Agreement) when, and only when, each of the following conditions precedent shall have been satisfied or waived by the Administrative Agent (the “ Amendment Effective Date ”):

          (a) Certain Documents. The Administrative Agent shall have received each of the following, each dated as of the Amendment Effective Date (unless otherwise agreed by the Administrative Agent),