Exhibit 10.2


 


 





AMENDMENT NO. 1 AND WAIVER

TO FINANCING AGREEMENT


 


This AMENDMENT NO. 1 AND WAIVER TO FINANCING
AGREEMENT, dated as of March 29, 2019 (this "First Amendment"), amends that certain Financing Agreement, dated
as of November 8, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the "Financing Agreement"),
by and among SMTC CORPORATION, a Delaware corporation, each Person that is a party thereto as a borrower from time to time (collectively,
the "Borrowers"), each other Loan Party that is a party thereto from time to time, each financial institution
that is a party thereto from time to time (collectively, the "Lenders"), TCW ASSET MANAGEMENT COMPANY LLC, as
administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and TCW ASSET MANAGEMENT
COMPANY LLC, as collateral agent for the Lenders (in such capacity, the "Collateral Agent").


 


WHEREAS, the Loan Parties have requested
that the Agents and the Lenders amend certain terms and conditions of the Financing Agreement; and


 


WHEREAS, the Agents and the Lenders are
willing to amend such terms and conditions of the Financing Agreement on the terms and conditions set forth herein.


 


NOW THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


 


1. Definitions.
All terms used herein that are defined in the Financing Agreement and not otherwise defined herein shall have the meanings assigned
to them in the Financing Agreement, as amended by this First Amendment.


 


2. Amendments.


 


(a)         
Section 7.01(a)(v) of the Financing Agreement is hereby amended and restated to read as follows:


 


"(v)simultaneously with the
delivery of the financial statements of the Parent and its Subsidiaries required by clause (i) of this Section 7.01(a), commencing
with the financial statements for the month ending March 31, 2019, a customary Key Performance Indictors (KPI) report, in form
and detail reasonably satisfactory to the Administrative Agent and the Required Lenders;"


 


(b)         
Section 7.03(a)(ii) of the Financing Agreement is hereby amended by deleting the reference to "3.50x" therein
and substituting "3.75x" therefor.


 






     


     


    

 


3. Representations
and Warranties. Each Loan Party hereby represents and warrants to the Agents and the Lenders as follows:


 


(a)         
Representations and Warranties; Event of Default. The representations and warranties herein, in Article VI
of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant
hereto or thereto on or prior to the First Amendment Effective Date (as defined below) are true and correct in all material respects
(except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof) on and as of the First Amendment Date as though made on and as of such date, except
to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation
or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable
to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such
earlier date). No Default or Event of Default has occurred and is continuing on the First Amendment Effective Date or would result
from this First Amendment or the transactions contemplated hereby, the Financing Agreement or the other Loan Documents becoming
effective in accordance with its or their respective terms.


 


(b)         
Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership
duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has
all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the
Borrowers, to make the borrowings contemplated by the Financing Agreement, and to execute and deliver this First Amendment and
each other Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified
to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in
which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii))
where the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect.


 


(c)         
Authorization, Etc. The execution, delivery and performance by each Loan Party of this First Amendment and each other
Loan Document to which it is or will be a party, (i) have been duly authorized by all necessary action, (ii) do not and will not
contravene (A) any of its Governing Documents, (B) any applicable Requirement of Law or (C) any material Contractual Obligation
binding on or otherwise affecting it or any of its properties, (iii) do not and will not result in or require the creation of any
Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (iv) do not and will not result
in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization
or approval applicable to its operations or any of its properties, except, in the case of clauses (ii)(B), (ii)(C) and (iv), to
the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could
not reasonably be expected to have a Material Adverse Effect.


 


(d)         
Governmental Approvals. No material authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of this
First Amendment or any other Loan Document to which it is or will be a party other than filings and recordings with respect to
Collateral to be made, or otherwise delivered to the Collateral Agent for filing or recordation, on or prior to the First Amendment
Effective Date.


 



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(e)         
Enforceability of Loan Documents. This First Agreement is, and each other Loan Document to which any Loan Party is
or will be a party, when delivered hereunder, will be, a legal, valid and binding obligation of such Person, enforceable against
such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.


 


4. Waivers.


 


(a)         
Pursuant to the request of the Loan Parties and in reliance upon the representations and warranties of the Loan Parties
described herein, the Agents and the Lenders hereby waive all Defaults and Events of Default identified on Schedule I hereto (the
"Specified Events of Default").


 


(b)         
The waivers in this Section 4 shall be effective only in the specific instances and for the specific purposes set forth
herein and do not allow for any other or further departure from the terms and conditions of the Financing Agreement or any other
Loan Document, in each case, as amended hereby, which terms and conditions shall continue in full force and effect.


 


5. Conditions
to Effectiveness. This First Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the
Agents, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being hereinafter
referred to as the "First Amendment Effective Date"):


 


(a)         
Payment of Fees, Etc. The Borrowers shall have paid all fees and expenses required to be paid on or prior to the
First Amendment Effective Date pursuant to Section 2.06 or Section 12.04 of the Financing Agreement.


 


(b)         
Representations and Warranties. After giving effect to this First Amendment and the transactions contemplated hereby,
the representations and warranties herein, in Article VI of the Financing Agreement and in each other Loan Document,
certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the First Amendment Effective
Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the First
Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly
relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects
(except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof) on and as of such earlier date).


 


(c)         
No Default; Event of Default. After giving effect to this First Amendment and the transactions contemplated hereby,
no Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date or result from this
First Amendment becoming effective in accordance with its terms.


 






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(d)         
Delivery of Documents. The Agents shall have received on or before the First Amendment Effective Date the following,
each in form and substance reasonably satisfactory to the Agents and, unless indicated otherwise, dated the First Amendment Effective
Date:


 


(i)                
this First Amendment, duly executed by the Loan Parties, each Agent and the Required Lenders;


 


(ii)             
an amendment to the Revolving Loan Agreement, in form and substance reasonably satisfactory to the Agents, and duly executed
by the Loan Parties, the Revolving Loan Agent and the requisite Revolving Loan Lenders;


 


(iii)           
a certificate signed by the chief executive officer of each Loan Party, dated as of the First Amendment Effective Date,
certifying as to the matters set forth in subsections (b) and (c) of this Section 4.


 


(e)         
Material Adverse Effect. There shall not have occurred since the Effective Date (as defined in the Financing Agreement)
any event or development that has had or could reasonably be expected to have any Material Adverse Effect.


 


6. Continued
Effectiveness of the Financing Agreement and other Loan Documents. Each Loan Party hereby (a) acknowledges and consents to
this First Amendment, (b) confirms and agrees that the Financing Agreement and each other Loan Document 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 First Amendment Effective Date, all references in the Financing Agreement or any such other Loan Document to "the
Financing Agreement", the "Agreement", "thereto", "thereof", "thereunder" or words
of like import referring to the Financing Agreement shall mean the Financing Agreement as amended by this First Amendment, and
(c) confirms and agrees that, to the extent that the Financing Agreement or any such other Loan Document purports to assign
or pledge to the Collateral Agent, for the benefit of the Agents and the Lenders, or to grant to the Collateral Agent, for the
benefit of the Agents and the Lenders, a security interest in or Lien on any Collateral as security for the Obligations of the
Loan Parties from time to time existing in respect of the Financing Agreement (as amended hereby) and the other Loan Documents,
such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This First
Amendment does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including,
without limitation, the Loan Parties' obligations to repay the Term Loans in accordance with the terms of Financing Agreement or
the obligations of the Loan Parties under the Financing Agreement (as amended hereby) or any other Loan Document to which they
are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution,
delivery and effectiveness of this First Amendment shall not operate as a waiver of any right, power or remedy of any Agent or
any Lender under the Financing Agreement or any other Loan Document nor constitute a waiver of any provision of the Financing Agreement
or any other Loan Document.


 






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7. No
Novation. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the
Financing Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby.


 


8. No
Representations by Agents or Lenders. Each Loan Party hereby acknowledges that it has not relied on any representation, written
or oral, express or implied, by any Agent or any Lender, other than those expressly contained herein, in entering into this First
Amendment.


 


9. Release.
Each Loan Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action
against any Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing)
and (b) the Agents and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations
to the Loan Parties, and all of their Subsidiaries and Affiliates. Notwithstanding the foregoing, the Agents and the Lenders wish
(and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would
impair or otherwise adversely affect any of their rights, interests, security and/or remedies. Accordingly, for and in consideration
of the agreements contained in this First Amendment and other good and valuable consideration, each Loan Party (for itself and
its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively,
the "Releasors") does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge
the Agents and the Lenders, together with their respective Affiliates and Related Funds, and each of the directors, officers, employees,
agents, attorneys and consultants of each of the foregoing (collectively, the "Released Parties"), from any and
all debts, claims, allegations, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings
and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or
description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had
or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or
omitted to be done, in each case, on or prior to the First Amendment Effective Date directly arising out of, connected with or
related to this First Amendment, the Financing Agreement or any other Loan Document, or any act, event or transaction related or
attendant thereto, or the agreements of any Agent or any Lender contained therein, or the possession, use, operation or control
of any of the assets of any Loan Party, or the making of any Loans or other advances, or the management of such Loans or other
advances or the Collateral. Each Loan Party represents and warrants that it has no knowledge of any claim by any Releasor against
any Released Party or of any facts or acts or omissions of any Released Party which on the date hereof would be the basis of a
claim by any Releasor against any Released Party which would not be released hereby.


 


10.        
Further Assurances. The Loan Parties shall execute any and all further documents, agreements and instruments,
and take all further actions, as may be required under Applicable Law or as any Agent may reasonably request, in order to effect
the purposes of this First Amendment.


 






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11.        
Miscellaneous.


 


(a)         
This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery
of an executed counterpart of this First Amendment by facsimile or electronic mail shall be equally effective as delivery of an
original executed counterpart of this First Amendment.


 


(b)         
Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of
this First Amendment for any other purpose.


 


(c)         
This First Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.


 


(d)         
Each Loan Party hereby acknowledges and agrees that this First Amendment constitutes a "Loan Document" under the
Financing Agreement. Accordingly, it shall be an immediate Event of Default under the Financing Agreement if (i) any representation
or warranty made by any Loan Party under or in connection with this First Amendment shall have been incorrect in any material respect
(or in any respect if such representation or warranty is qualified or modified as to materiality or "Material Adverse Effect"
in the text thereof) when made or deemed made, or (ii) any Loan Party shall fail to perform or observe any term, covenant or agreement
contained in this First Amendment.


 


(e)         
Any provision of this First Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction.


 


[Remainder of page intentionally left blank.]


 


 


 


 


 






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IN WITNESS WHEREOF, the parties hereto have caused
this First Amendment to be executed and delivered as of the date set forth on the first page hereof.


 


	 	BORROWERS:

	 	 
	 	MC ASSEMBLY, LLC,

                    as a Borrower

        

	 	 
	 	By:	/s/ Steve Waszak
	 	 	Name: Steve Waszak
	 	 	Title: Chief Financial Officer
	 	 
	 	 
	 	MC ASSEMBLY INTERNATIONAL,
        LLC,

                    as a Borrower

        

	 	 
	 	By:	/s/ Steve Waszak
	 	 	Name: Steve Waszak
	 	 	Title: Chief Financial Officer
	 	 
	 	 
	 	MC TEST SERVICE, INC.,

                                                as a Borrower

        

	 	 
	 	By:	/s/ Steve Waszak
	 	 	Name: Steve Waszak
	 	 	Title: Chief Financial Officer
	 	 

	 	 
	 	SMTC
                                         MANUFACTURING CORPORATION OF CALIFORNIA,

                                                as a Borrower

        

	 	 
	 	By:	/s/ Steve Waszak
	 	 	Name: Steve Waszak
	 	 

        
	Title: Chief Financial Officer
	 	 	 
	 	 	 
	 	SMTC MEX HOLDINGS INC.,

                                                as a Borrower

        

	 	 
	 	By:	/s/ Steve Waszak
	 	 	Name: Steve Waszak
	 	 	Title: Chief Financial Officer

        

	 	 	 	 


 





Amendment No. 1 to Financing Agreement








     


     


    




 


	 	GUARANTORS:
	 	 
	 	HTM HOLDINGS, INC.,

                    as a Guarantor

	 	 

         

	 	By:	/s/ Steve Waszak
	 	 	Name: Steve Waszak
	 	 	Title: Chief Financial Officer
	 	 
	 	 
	 	MC ASSEMBLY HOLDINGS, INC.,

                    as a Guarantor

	 	By:	/s/ Steve Waszak
	 	 	Name: Steve Waszak
	 	 	Title: Chief Financial Officer
	 	 	 
	 	 	 
	 	SMTC CORPORATION,

                    as a Guarantor

	 	 

         

	 	By:	/s/ Steve Waszak
	 	 	Name: Steve Waszak
	 	 	Title: Chief Financial Officer
	 	 	 
	 	 	 





 








Amendment No. 1 to Financing Agreement




     


     


    







 


	 	AGENTS:
	 	 
	 	TCW ASSET MANAGEMENT COMPANY LLC,

as Administrative Agent and as Collateral Agent
	 	 
	 	By:	/s/ Suzanne Grosso
	 	 	Name: Suzanne Grosso
	 	 	Title: Managing Director
	 	 
	 	 
	 	
        LENDERS:

         

	 	
        TCW DL VII FINANCING LLC

         

        By: TCW Asset Management Company LLC, its Investment Advisor,

        as a Lender

	 	 
	 	By:	/s/ Suzanne Grosso
	 	 	Name: Suzanne Grosso
	 	 	Title: Managing Director
	 	 
	 	 
	 	
        WEST VIRGINIA DIRECT LENDING LLC

         

        By: TCW Asset Management Company LLC,

        Its Investment Advisor,

        as a Lender

	 	 
	 	By:	/s/ Suzanne Grosso
	 	 	Name: Suzanne Grosso
	 	 	Title: Managing Director
	 	 
	 	 
	 	
        TCW BRAZOS FUND LLC

         

        By: TCW Asset Management Company LLC, its Investment Advisor, as a Lender

	 	 
	 	By:	/s/ Suzanne Grosso
	 	 	Name: Suzanne Grosso
	 	 	Title: Managing Director
	 	 
	 	 	 	 


 


Amendment No. 1 to Financing Agreement







     


     


    

 


	 	
        TCW SKYLINE LENDING, L.P.

         

        By: TCW Asset Management Company LLC, its Investment Advisor,

        as a Lender

	 	 
	 	By:	/s/ Suzanne Grosso
	 	 	Name: Suzanne Grosso
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	
        NJ/TCW DIRECT LENDING LLC

         

        By: TCW Asset Management Company LLC, its Investment Advisor, as a Lender

	 	 
	 	By:	/s/ Suzanne Grosso
	 	 	Name: Suzanne Grosso
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	
        BTC HOLDINGS FUND I, LLC

         

        By: Blue Torch Credit Opportunities Fund I LP, its sole member

        By: Blue Torch Credit Opportunities GP LLC, its general partner

	 	 
	 	By:	/s/ Kevin Genda
	 	 	Name: Kevin Genda
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	
        BTC HOLDINGS SC FUND LLC

         

        By: Blue Torch Credit Opportunities SC Master Fund LP, its sole member

        By: Blue Torch Credit Opportunities SC GP LLC, its general partner

	 	 
	 	By:	/s/ Kevin Genda
	 	 	Name: Kevin Genda
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	 	 



 





Amendment No. 1 to Financing Agreement







     


     


    

 


	 

         

         
	
        SWISS CAPITAL BTC PRIVATE DEBT OFFSHORE SP

         

        By: Blue Torch Capital LP, acting solely in its capacity as Investment Advisor to the
        Manager of Swiss Capital BTC Private Debt Offshore Fund SP, a segregated portfolio of Swiss Capital Private Debt (Offshore) Funds
        SPC

	 	 
	 	By:	/s/ Kevin Genda
	 	 	Name: Kevin Genda
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	
        SC BTC PRIVATE DEBT FUND L.P.

         

        By: Blue Torch Capital LP, acting solely in its capacity as Investment Advisor to the
        Manager of SC BTC Private Debt Fund L.P.

	 	 
	 	By:	/s/ Kevin Genda
	 	 	Name: Kevin Genda
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	 	 



 




 


 


 


 





Amendment No. 1 to Financing Agreement