Exhibit 10.2


 





AMENDED AND RESTATED TERM NOTE


 


	$10,000,000	 	November 22nd, 2016
	 	 	 


FOR VALUE RECEIVED, SMTC Corporation,
a Delaware corporation (“SMTC”), SMTC Manufacturing Corporation of California,
a California corporation (“SMTC California”), SMTC Mex Holdings, Inc.,
a Delaware corporation (“SMTC Mex”), ZF ARRAY TECHNOLOGY, INCORPORATED, a Delaware corporation (“ZF Array”),
HTM Holdings, Inc., a Delaware corporation (“HTM” and together with
SMTC, SMTC California, SMTC Mex and ZF Array each a “US Borrower” and collectively the “US Borrowers”),
hereby promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (“PNC”), at the office of Agent (as defined below)
at the address set forth in the Credit Agreement (as defined below) or at any other place designated at any time by the holder
hereof, in lawful money of the United States of America and in immediately available funds, the principal sum of TEN MILLION DOLLARS
($10,000,000.00) or such lesser sum which then represents PNC’s Commitment Percentage of the aggregate unpaid principal amount
of the Term Loan in equal and consecutive monthly installments of principal as set forth in the Credit Agreement, each of which
installments of principal shall be due and payable in accordance with the terms of the Credit Agreement, together with interest
on the principal amount hereunder remaining unpaid from time to time from the date hereof until this Amended and Restated Term
Note is fully paid, at the rate or rates from time to time in effect under the Credit Agreement, provided however, that
the entire unpaid principal balance of this Amended and Restated Term Note shall be due and payable in full at the end of the Term,
or earlier as provided in the Credit Agreement.


 


This
Amended and Restated Term Note is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security
Agreement, dated as of September 14, 2011, as heretofore amended (as so amended and as the same may be further amended, modified,
supplemented, renewed, restated or replaced from time to time, the “Credit Agreement”), by and among US Borrowers,
SMTC Manufacturing Corporation of Canada, a corporation organized under the laws
of the Province of Ontario (“Canadian Borrower” and together with US Borrowers and each other Person joined to the
Credit Agreement as a borrower from time to time, each a “Borrower” and collectively the “Borrowers”),
the various financial institutions named therein or which hereafter become a party thereto as lenders (“Lenders”) and
PNC, in its capacity as agent for Lenders (in such capacity, “Agent”). Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement.


 


Each US Borrower hereby waives diligence, presentment,
demand, protest and notice of any kind whatsoever as further set forth in the Credit Agreement.


 


This Amended and Restated Term Note is the Term
Note referred to in the Credit Agreement, which among other things, contains provisions for the acceleration of the maturity hereof
upon the happening of certain events, for optional and mandatory prepayments of the principal hereof prior to the maturity hereof
and for the amendment or waiver of certain terms and conditions therein specified.


 






    

    

    

THIS AMENDED AND RESTATED TERM NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS TO BE PERFORMED WHOLLY WITHIN
THE STATE OF NEW YORK.


 


This Amended and Restated Term Note amends and
restates but does not extinguish the obligations evidenced by that certain Term Note dated January 29, 2016 executed by US Borrowers
in favor of PNC in the original principal amount of $5,000,000.


 


[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


 


 


 


 


 


 


 






    

    

    

IN WITNESS WHEREOF, the undersigned have executed
this Amended and Restated Term Note the day and year first written above intending to be legally bound hereby.


 


 


SMTC CORPORATION


SMTC MANUFACTURING CORPORATION OF


CALIFORNIA


SMTC MEX HOLDINGS INC.


ZF ARRAY TECHNOLOGY, INCORPORATED


HTM HOLDINGS INC.


 


 


By: /s/ Sushil Dhiman


Name: Sushil Dhiman


Title: President and Chief Executive Officer


 


 




 


 


 


 





[SIGNATURE PAGE TO AMENDED AND RESTATED TERM NOTE]