smtx-8k_20200626.htm
false 0001108320 0001108320 2020-06-26 2020-06-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2020 (June 26, 2020)

 

SMTC CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-31051

98-0197680

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

7050 Woodbine Avenue
Markham, Ontario,

 

CANADA L3R 4G8

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (905) 479-1810

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

SMTX

 

NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 


 

Item 1.01 Entry into a Material Definitive Agreement.

Fourth Amendment to Amended and Restated Revolving Credit and Security Agreement

On June 26, 2020, SMTC Corporation, a Delaware corporation (the “Company”), entered into that certain Fourth Amendment to the Amended and Restated Revolving Credit and Security Agreement (“PNC Amendment”), by and among the Company, 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 the Company, SMTC California, SMTC Mex, HTM, MC Test and MC Assembly International, and each other person joined thereto as a borrower from time to time, the “Borrowers”), the financial institutions party to that certain Amended and Restated Revolving Credit and Security Agreement, dated as of November 8, 2018 (as disclosed on the Company’s Current Report on Form 8-K filed on November 9, 2018), as amended on March 29, 2019 (as disclosed on the Company’s Current Report on Form 8-K filed on April 4, 2019), as amended on August 8, 2019 (as disclosed on the Company’s Current Report on Form 8-K filed on August 12, 2019), as amended on September 27, 2019 (as disclosed on the Company’s Current Report on Form 8-K filed on October 2, 2019 (such agreement, the “PNC Agreement” and, such lenders thereto, the “PNC Lenders”), and PNC Bank, National Association (“PNC”), as agent for the PNC Lenders (in such capacity, the “Agent”), which governs the credit facilities among the Borrowers, the PNC Lenders and PNC (the “PNC Facilities”).  

 

The PNC Amendment, among other things, amends the definition of “Consolidated EBITDA” by permitting an addback for (i) non-recurring labor costs, temporary employee bonuses to reduce absenteeism, personal protective equipment costs, facility sanitation costs, and excess freight and logistics costs, not to exceed (a) $200,000 for the fiscal quarter ended March 31, 2020, and (b) $1,000,000 for the fiscal quarter ending June 30, 2020, and (ii) restructuring and severance charges, accruals and reserves in connection with permanent headcount reductions, in an aggregate amount not to exceed (a) $844,000 with respect to employees at the Zacatecas, Mexico facility and (b) $156,000 with respect to corporate selling, general and administrative employees, in each case, for the period from June 1, 2020, to and including July 31, 2020.  The PNC Amendment also amends the definition of “Permitted Purchase Money Indebtedness” to (i) allow for Indebtedness (as defined in the PNC Agreement) pursuant to financing provided by Mazuma Capital Corp for any fixed or tangible assets acquired prior to the June 26, 2020, and (ii) increase the aggregate principal amount of all Indebtedness (as defined in the PNC Agreement) permitted under the PNC Agreement to $3,750,000. In connection with the PNC Amendment, the Company paid the Agent an amendment fee of $50,000.

 

The foregoing description of the PNC Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the PNC Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Fifth Amendment to Financing Agreement

 

On June 26, 2020, the Company entered into that certain Amendment No. 5. to the Financing Agreement (the “TCW Amendment”), by and among the Company, each person that is a borrower under that certain Financing Agreement, dated as of November 8, 2018 (as disclosed on the Company’s Current Report on Form 8-K filed on November 9, 2018), as amended on March 29, 2019 (as disclosed on the Company’s Current Report on Form 8-K filed on April 4, 2019), as amended on July 3, 2019 (as disclosed on the Company’s Current Report on Form 8-K filed on July 5, 2019), as amended on August 8, 2019 (as disclosed on the Company’s Current Report on Form 8-K filed on August 12, 2019), as amended on September 27, 2019 (as disclosed on the Company’s Current Report on Form 8-K filed on October 2, 2019 (as amended to date, the “Financing Agreement”), each other loan party that is a party to the Financing Agreement, each financial institution that is a party to the Financing Agreement (collectively, the “TCW Lenders”), TCW Asset Management Company LLC, as administrative agent for the TCW Lenders (in such capacity, the “Administrative Agent”), and TCW Asset Management Company LLC, as collateral agent for the TCW Lenders.

 

 

 

 

The TCW Amendment, among other things, amends the definition of “Consolidated EBITDA” by permitting an addback for (i) non-recurring labor costs, temporary employee bonuses to reduce absenteeism, personal protective equipment costs, facility sanitation costs, and excess freight and logistics costs, not to exceed (a) $200,000 for the fiscal quarter ended March 31, 2020, and (b) $1,000,000 for the fiscal quarter ending June 30, 2020, and (ii) restructuring and severance charges, accruals and reserves in connection with permanent headcount reductions, in an aggregate amount not to exceed (a) $844,000 with respect to employees at the Zacatecas, Mexico facility and (b) $156,000 with respect to corporate selling, general and administrative employees, in each case, for the period from June 1, 2020, to and including July 31, 2020.  The TCW Amendment also amends the definition of “Permitted Purchase Money Indebtedness” to (i) allow for Indebtedness (as defined in the TCW Agreement) pursuant to financing provided by Mazuma Capital Corp for any fixed

1


 

or tangible assets acquired prior to the June 26, 2020, and (ii) increase the aggregate principal amount of all Indebtedness (as defined in the TCW Agreement) permitted under the TCW Agreement to $3,750,000. In connection with the TCW Amendment, the Company paid the Administrative Agent an amendment fee of $75,000.

 

The foregoing description of the TCW Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the TCW Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

 

Description

 

 

 

10.1

 

Fourth Amendment to Amended and Restated Revolving Credit and Security Agreement, by and among SMTC Corporation, SMTC Manufacturing Corporation of California, SMTC Mex Holdings, Inc., HTM Holdings, Inc., MC Test Service, Inc., MC Assembly International LLC, MC Assembly LLC, the financial institutions party thereto and PNC Bank, National Association, as agent for the lenders, dated June 26, 2020.*

10.2

 

Amendment No. 5 to Financing Agreement, by and among SMTC Corporation, the borrowers party thereto, each other loan party thereto, the lenders party thereto, TCW Asset Management Company LLC, as administrative agent for the lenders, and TCW Asset Management Company LLC, as collateral agent for the lenders, dated June 26, 2020.*

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Filed herewith.

2


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

SMTC CORPORATION

 

 

 

 

Date: June 29, 2020

 

By:

/s/ Edward Smith

 

 

 

Edward Smith

 

 

 

President and Chief Executive Officer

 

3

smtx-ex101_7.htm

 

Exhibit 10.1

FOURTH AMENDMENT TO

AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT

 

This Fourth Amendment to Amended and Restated Revolving Credit and Security Agreement (theAmendment”) is made as of this 26 day of June, 2020 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.  

(a)Section 1.2 of the Credit Agreement is hereby amended by adding the following defined term in the proper alphabetical order:

Fourth Amendment" means that certain Fourth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of June 26, 2020, by and among the Loan Parties, the Lenders party thereto and the Agents.

Fourth Amendment Effective Date" shall mean June 26, 2020.

 

(b)The definition of “Consolidated EBITDA” in Section 1.2 of the Credit Agreement is hereby amended by (i) deleting the “and” at the end of clause (xvii) thereof, (ii) adding “and” to the end of clause (xviii) thereof, and (iii) adding new clauses (xix) and (xx) thereto as follows:

(xix)     non-recurring labor costs, temporary employee bonuses to reduce absenteeism, personal protective equipment costs, facility sanitization costs, and excess freight and logistics costs, in an aggregate amount not to exceed (A) $200,000 for the Fiscal Quarter ended March 31, 2020, and (B) $1,000,000 for the Fiscal Quarter ending June 30, 2020; and

(xx)     restructuring and severance charges, accruals and reserves in connection with permanent headcount reductions, in an aggregate amount not to exceed (A) $844,000 with respect to employees at the Zacatecas, Mexico facility and (B) $156,000 with respect to corporate selling, general and administrative employees, in each case, for the period from June 1, 2020, to and including July 31, 2020.

(c)The definition of “Permitted Purchase Money Indebtedness” in Section 1.2 of the Credit Agreement is hereby amended by amending and restating the following definition:

Permitted Purchase Money Indebtedness” shall mean as of any date of determination, Indebtedness (other than the Obligations, but including Capitalized Lease Obligations) incurred to finance the acquisition of any fixed or tangible assets secured by a Lien permitted under clause (e) of the definition of "Permitted Liens"; provided that (a) such Indebtedness is incurred within 20 days after such acquisition, except with respect to financing provided by Mazuma Capital Corp for any such fixed or tangible assets acquired prior to the Fifth Amendment Effective Date, (b) such Indebtedness when incurred shall not exceed the purchase price of the asset financed and (c) the aggregate principal amount of all such Indebtedness shall not exceed $3,750,000 at any time outstanding.

 

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 material respects (except that such materiality qualifier shall not be applicable to any

2

 


representations and warranties that already are qualified or modified by materiality in the text thereof) on and 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 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;

 

(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;

 

(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 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)payment of an amendment fee to Agent in the amount of Fifty Thousand Dollars ($50,000), which Borrowers acknowledge was fully earned and payable upon execution of this Amendment;

 

(c)receipt by Agent of an executed copy of the Amendment No. 5 to Financing Agreement, in form and substance reasonably satisfactory to Agent;

 

(d)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.

3

 


 

6.[Reserved].

 

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.

 

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]

 

4

 


 

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:

Name:Edward Smith

Title:President and Chief Executive Officer

 

SMTC MANUFACTURING CORPORATION OF CALIFORNIA

 

By:

Name:Edward Smith

Title:President and Chief Executive Officer

 

SMTC MEX HOLDINGS INC.

 

By:

Name:Edward Smith

Title:Chief Executive Officer

 

HTM HOLDINGS, INC.

 

By:

Name:Edward Smith

Title:Chief Executive Officer

 

MC TEST SERVICE, INC.

 

By:

Name:Edward Smith

Title:Chief Executive Officer

 

MC ASSEMBLY INTERNATIONAL LLC

 

By:

Name:Edward Smith

Title:Chief Executive Officer

 

 

 

[Signature Page to FOURTH Amendment to amended and restated Revolving Credit and Security Agreement]

S-1


 

 

MC ASSEMBLY LLC

 

By:

Name:Edward Smith

Title:Chief Executive Officer


[Signature Page to FOURTH Amendment to amended and restated Revolving Credit and Security Agreement]

S-2


 

AGENT AND LENDERS:PNC BANK, NATIONAL ASSOCIATION,

  as Agent and Lender

 

By:__________________________________

Name: Jason T. Sylvester

Title: Vice President

 

 

 

 

[Signature Page to FOURTH Amendment to amended and restated Revolving Credit and Security Agreement]

S-3

smtx-ex102_6.htm

Execution version

Exhibit 10.2

AMENDMENT NO. 5
TO FINANCING AGREEMENT

This AMENDMENT NO. 5 TO FINANCING AGREEMENT, dated as of June 26, 2020 (this "Fifth 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 Fifth Amendment.

2.   Amendments.  

(a)   The definition of "Consolidated EBITDA" in Section 1.01 of the Financing Agreement is hereby amended by (i) deleting "and" at the end of clause (xvii) thereof,  and (ii) adding new clauses (xix) and (xx) thereto as follows:

"(xix)     non-recurring labor costs, temporary employee bonuses to reduce absenteeism, personal protective equipment costs, facility sanitization costs, and excess freight and logistics costs, in an aggregate amount not to exceed (A) $200,000 for the Fiscal Quarter ended March 31, 2020, and (B) $1,000,000 for the Fiscal Quarter ending June 30, 2020; and

"(xx)     restructuring and severance charges, accruals and reserves in connection with permanent headcount reductions, in an aggregate amount not to exceed (A) $844,000 with respect to employees at the Zacatecas, Mexico facility and (B) $156,000 with respect to corporate selling, general and administrative employees, in each case, for the period from June 1, 2020, to and including July 31, 2020."

 

 

 


(b)   Section 1.01 of the Financing Agreement is hereby amended by amending and restating the following definition:

""Permitted Purchase Money Indebtedness" means, as of any date of determination, Indebtedness (other than the Obligations, but including Capitalized Lease Obligations) incurred to finance the acquisition of any fixed or tangible assets secured by a Lien permitted under clause (e) of the definition of "Permitted Liens"; provided that (a) such Indebtedness is incurred within 20 days after such acquisition, except with respect to financing provided by Mazuma Capital Corp for any such fixed or tangible assets acquired prior to the Fifth Amendment Effective Date, (b) such Indebtedness when incurred shall not exceed the purchase price of the asset financed and (c) the aggregate principal amount of all such Indebtedness shall not exceed $3,750,000 at any time outstanding."

(c)   Section 1.01 of the Financing Agreement is hereby amended by adding the following definitions in alphabetical order:

""Fifth Amendment" means that certain Amendment No. 5 to Financing Agreement, dated as of June 26, 2020, by and among the Parent, the other Loan Parties party thereto, the Lenders party thereto and the Agents."

""Fifth Amendment Effective Date" has the meaning specified therefor in the Fifth Amendment."

""Fifth Amendment Fee" has the meaning specified therefor in Section 2.06(j)."

(d)   Section 2.06 of the Financing Agreement is hereby amended by adding the following clause (j) at the end thereof:

"(i)Fifth Amendment Fee.  On or prior to the Fifth Amendment Effective Date, the Borrowers shall pay to the Administrative Agent for the account of the Lenders, in accordance with their Pro Rata Shares, a nonrefundable amendment fee (the "Fifth Amendment Fee") equal to $75,000."

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 Fifth 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 Fifth 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).  

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No Default or Event of Default has occurred and is continuing on the Fifth Amendment Effective Date or would result from this Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth Amendment Effective Date.

(e)   Enforceability of Loan Documents.  This Fifth Amendment 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.   [Reserved].

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5.   Conditions to Effectiveness.  This Fifth 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 "Fifth Amendment Effective Date"):

(a)   Payment of Fees, Etc.  The Borrowers shall have paid all fees and expenses, including the Fifth Amendment Fee, required to be paid on or prior to the Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth Amendment and the transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing on the Fifth Amendment Effective Date or result from this Fifth Amendment becoming effective in accordance with its terms.

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

(i)this Fifth 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; and

(iii)a certificate signed by the chief executive officer of each Loan Party, certifying as to the matters set forth in subsections (b) and (c) of this Section 5.

(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 Fifth Amendment,

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(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 Fifth 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 Fifth 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 Fifth 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 Fifth 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.

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 Fifth 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 Fifth 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,

- 5 -

 

 


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 Fifth Amendment Effective Date directly arising out of, connected with or related to this Fifth 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 Fifth Amendment.

11.   Miscellaneous.

(a)   This Fifth 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 Fifth Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Fifth Amendment.  

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

(c)   This Fifth 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 Fifth 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 Fifth 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 Fifth Amendment.

(e)   Any provision of this Fifth 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.

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[Remainder of page intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Fifth 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:

 

 

 

Name: Edward Smith

 

 

Title: Chief Executive Officer

 

 

 

 

 

MC ASSEMBLY INTERNATIONAL, LLC, as a Borrower

 

 

By:

 

 

 

Name: Edward Smith

 

 

Title: Chief Executive Officer

 

MC TEST SERVICE, INC., as a Borrower

 

By:

 

 

Name: Edward Smith

 

Title: Chief Executive Officer

 

 

 

SMTC MANUFACTURING CORPORATION OF CALIFORNIA, as a Borrower

 

By:

 

 

Name: Edward Smith

 

 

Title: Chief Executive Officer

SMTC MEX HOLDINGS INC., as a Borrower

 

By:

 

 

Name: Edward Smith

 

Title: Chief Executive Officer

 

 

 


 

 

Amendment No. 5 to Financing Agreement


 

 

GUARANTORS:

 

 

 

HTM HOLDINGS, INC.,
as a Guarantor

 

 

 

 

By:

 

 

 

Name: Edward Smith

 

 

Title: Chief Executive Officer

 

 

 

 

 

MC ASSEMBLY HOLDINGS, INC.,
as a Guarantor

 

By:

 

 

 

Name: Edward Smith

 

 

Title: President and Chief Executive Officer

 

 

 

 

 

 

 

SMTC CORPORATION,
as a Guarantor

 

 

 

 

By:

 

 

 

Name: Edward Smith

 

 

Title: President and Chief Executive Officer

 

 

 

 

 

 

 

MC ASSEMBLY MEXICO S. DE R.L. DE C.V.,
as a Guarantor

 

 

 

 

By:

__________________________________

 

 

Name: Edward Smith

 

 

Title: Chief Executive Officer

 

 

 

 

 

 

 

RADIO COMPONENTES DE MEXICO, S.A. DE C.V.,
as a Guarantor

 

 

 

 

By:

__________________________________

 

 

Name: Edward Smith

 

 

Title: Chief Executive Officer

 

 

Amendment No. 5 to Financing Agreement


 

 

 

 

 

 

 

 

SMTC DE CHIHUAHUA, S.A. DE C.V.,
as a Guarantor

 

 

 

 

By:

__________________________________

 

 

Name: Edward Smith

 

 

Title: Chief Executive Officer

 

 

 

 

 

 

 

Amendment No. 5 to Financing Agreement


 

 

AGENTS:

 

 

 

TCW ASSET MANAGEMENT COMPANY LLC,
as Administrative Agent and as Collateral Agent

 

 

 

By:

 

 

 

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:

 

 

 

Name: Suzanne Grosso

 

 

Title: Managing Director

 

 

 

 

 

WEST VIRGINIA DIRECT LENDING LLC

 

By: TCW Asset Management Company LLC,

Its Investment Advisor,
as a Lender

 

 

 

By:

 

 

 

Name: Suzanne Grosso

 

 

Title: Managing Director

 

 

 

 

 

TCW BRAZOS FUND LLC

 

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

 

 

 

By:

 

 

 

Name: Suzanne Grosso

 

 

Title: Managing Director

 

 

 

 

 

 

Amendment No. 5 to Financing Agreement


 

 

 

TCW SKYLINE LENDING, L.P.

 

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

 

 

 

By:

 

 

 

Name: Suzanne Grosso

 

 

Title: Managing Director

 

 

 

 

 

 

NJ/TCW DIRECT LENDING LLC

 

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

 

By:

 

 

Name: Suzanne Grosso

 

Title: Managing Director

 

 

 

 

 

 

 

Amendment No. 5 to Financing Agreement


 

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:

 

 

Name: Kevin Genda

 

Title: CEO

 

 

 

 

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:

 

 

Name: Kevin Genda

 

Title: CEO

 

 

 

 

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:

 

 

Name: Kevin Genda

 

Title: CEO

 

 

 

 

 

 

 

Amendment No. 5 to Financing Agreement


 

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:

 

 

Name: Kevin Genda

 

Title: CEO

 

 

 

 

 

Amendment No. 5 to Financing Agreement

v3.20.2
Document And Entity Information
Jun. 26, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 26, 2020
Entity Registrant Name SMTC CORPORATION
Entity Central Index Key 0001108320
Entity Emerging Growth Company false
Entity File Number 000-31051
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 98-0197680
Entity Address, Address Line One 7050 Woodbine Avenue
Entity Address, City or Town Markham
Entity Address, State or Province ON
Entity Address, Country CA
Entity Address, Postal Zip Code L3R 4G8
City Area Code 905
Local Phone Number 479-1810
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol SMTX
Security Exchange Name NASDAQ