Exhibit 10.1


 


 





FIRST AMENDMENT TO


AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY
AGREEMENT


 


This First Amendment to Amended and Restated
Revolving Credit and Security Agreement (the “Amendment”) is made
as of this 29th day of March, 2019 by and among 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”), HTM Holdings, Inc., a Delaware corporation
(“HTM”), MC TEST SERVICE, INC., a Florida corporation (“MC Test”), MC ASSEMBLY INTERNATIONAL LLC, a Delaware
limited liability company (“MC Assembly International”), MC ASSEMBLY LLC, a Delaware limited liability company (“MC
Assembly” and together with SMTC, SMTC California, SMTC Mex, HTM, MC Test, and MC Assembly International, and each other
Person joined hereto as a borrower from time to time, each a “Borrower” and collectively the “Borrowers”),
the financial institutions which are now or which hereafter become a party to the Credit Agreement (each a “Lender”
and collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for
the Lenders (in such capacity, the “Agent”).


 


BACKGROUND


 


A.               
On November 8, 2018, Borrowers, Lenders and Agent entered into, inter alia, a certain Amended and Restated Revolving
Credit and Security Agreement (as same has been or may be amended, modified, supplemented, renewed, extended, replaced or substituted
from time to time, the “Credit Agreement”) to reflect certain financing arrangements between the parties thereto.


 


B.                
The Borrowers have requested, and the Agent and the Lenders have agreed, subject to the terms and conditions of this Amendment,
to modify certain definitions, terms and provisions of the Credit Agreement.


 


NOW,
THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein
and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:


 


1.                 
Definitions.


 


(a)              
Interpretation. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
Credit Agreement. In the case of a direct conflict between the provisions of the Credit Agreement and the provisions of this Amendment,
the provisions of this Amendment shall govern and control.


 



     


     


    

 





2.                 
Amendment. Section 6.5(c) of the Credit Agreement is hereby amended by deleting such Section in its entirety and
replacing it with the following:


 


(a)              
Senior Leverage Ratio. Cause to be maintained a Senior Leverage Ratio of not greater than the ratio set forth below
as of the end of each fiscal quarter set forth below during the term of this Agreement, in each case, on a trailing twelve month
basis:


 


	Fiscal Quarter End	Senior Leverage Ratio
	December 31, 2018   	4.00x
	March 31, 2019	3.75x
	June 30, 2019   	3.25x
	September 30, 2019	2.90x
	December 31, 2019   	2.55x
	March 31, 2020	2.40x
	June 30, 2020   	2.40x
	September 30, 2020	2.20x
	December 31, 2020  	2.00x
	March 31, 2021	1.90x
	June 30, 2021   	1.90x
	September 30, 2021	1.75x
	December 31, 2021   	1.75x
	March 31, 2022	1.75x
	June 30, 2022   	1.75x
	September 30, 2022	1.50x
	December 31, 2022   	1.50x
	March 31, 2023	1.50x
	June 30, 2023   	1.50x
	September 30, 2023	1.50x
	December 31, 2023 	1.50x


 





3.                 
Representations and Warranties. Each Borrower hereby:


 


(a)            
reaffirms all representations and warranties made to Agent and Lenders under the Credit Agreement and all of the Other Documents
and confirms that all are true and correct in all respects as of the date hereof as if made on and as of the date hereof, except
for representations and warranties which related exclusively to an earlier date, which shall be true and correct in all respects
as of such earlier date;


 


(b)           
reaffirms all of the covenants contained in the Credit Agreement, covenants to abide thereby until all Advances, Obligations
and other liabilities of Borrowers to Agent and Lenders under the Credit Agreement of whatever nature and whenever incurred, are
satisfied and/or released by Agent and Lenders;


 






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(c)            
represents and warrants that no Default or Event of Default has occurred and is continuing under the Credit Agreement or
any of the Other Documents;


 


(d)           
represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment,
that such actions were duly authorized by all necessary corporate action and that the officers executing this Amendment and the
Equipment Note (defined below) on its behalf were similarly authorized and empowered, and that this Amendment does not contravene
any provisions of its articles of incorporation, bylaws or other formation documents, or of any contract or agreement to which
it is a party or by which any of its properties are bound; and


 


(e)            
represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered
in connection herewith are valid, binding and enforceable in accordance with their respective terms except as such enforceability
may be limited by equitable principles or any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’
rights generally.


 


4.                 
Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon:


 


(a)            
execution and delivery of this Amendment by all parties hereto;


 


(b)           
receipt by Agent of an executed copy of the Amendment No. 1 and Waiver to Financing Agreement, in form and substance reasonably
satisfactory to Agent;


 


(c)            
on the date of this Amendment and after giving effect hereto, no Default or Event of Default shall exist or shall have occurred
and be continuing.


 


5.                 
Further Assurances. Borrowers hereby agree to take all such actions and to execute and/or deliver to Agent and Lenders
all such documents, assignments, financing statements and other documents, as Agent and Lenders may reasonably require from time
to time, to effectuate and implement the purposes of this Amendment.


 


6.                 
Waivers. Pursuant to the request of the Loan Parties and in reliance upon the representations and warranties of the
Loan Parties described herein, the Agent and the Lenders hereby waive all Defaults and Events of Default identified on Schedule
I hereto (the "Specified Events of Default").


 


7.                 
Payment of Expenses. Borrowers shall pay or reimburse Agent and Lenders for their reasonable attorneys’ fees
and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein
or related hereto.


 






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8.                 
Reaffirmation of Credit Agreement. Except as modified by the terms hereof, all of the terms and conditions of the
Credit Agreement, as amended, and all of the Other Documents are hereby reaffirmed and shall continue in full force and effect
as therein written.


 


9.                 
Acknowledgment of Guarantors. By execution of this Amendment, each Guarantor hereby covenants and agrees that each
of its respective Amended and Restated Guaranty and Suretyship Agreements, dated November 8, 2018, shall remain in full force and
effect and shall continue to cover the existing and future Obligations of Borrowers to Agent and Lenders.


 


10.             
Miscellaneous.


 


(a)            
Third Party Rights. No rights are intended to be created hereunder for the benefit of any third party donee, creditor,
or incidental beneficiary.


 


(b)           
Headings. The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret
any provision hereof.


 


(c)            
Modifications. No modification hereof or any agreement referred to herein shall be binding or enforceable unless
in writing and signed on behalf of the party against whom enforcement is sought.


 


(d)           
Governing Law. This Amendment 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.


 


(e)            
Counterparts. This Amendment may be executed in any number of counterparts and by facsimile or electronic transmission,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement. Any signature to this Amendment delivered by a party by facsimile or other electronic means of transmission shall be
deemed to be an original signature hereto.


 


[Remainder of Page Intentionally Left Blank]


 


 


 






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IN WITNESS WHEREOF, the parties have caused
this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.


 


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



 


	 	SMTC MANUFACTURING CORPORATION OF CALIFORNIA
	 	By:	/s/ Steve Waszak	 
	 	Name:	Steve Waszak	 
	 	Title	Chief Financial Officer	 










 





	 	SMTC MEX HOLDINGS INC.
	 	By:	/s/ Steve Waszak	 
	 	Name:	Steve Waszak	 
	 	Title	Chief Financial Officer	 



 


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



 





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



 





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






 


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



 


 


 









    [SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT]
 
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	AGENT AND LENDERS:	PNC BANK, NATIONAL ASSOCIATION,
	 	By:	/s/ Jason T. Sylvester	 
	 	Name:	Jason T. Sylvester	 
	 	Title	Vice President	 
	 	 	 	 
	 	 	Revolving Commitment Amount: $45,000,000
	 	 	Revolving Commitment Percentage: 100%
	 	 	 	 



 





 


 


 


 


 


 


 




[SIGNATURE PAGE TO FIRST AMENDMENT
TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT]


 


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