EXHIBIT 10.2
EXECUTION COPY
AMENDMENT NO. 1 to WARRANT AGREEMENT
THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT, dated as of April 30, 2002 (this
"Amendment") is made by and between SMTC Corporation, a Delaware corporation
(the "Company"), and Mellon Investor Services LLC, a New Jersey limited
liability company, as Warrant Agent (the "Warrant Agent").
WHEREAS, the Company and the Warrant Agent are parties to that certain
Warrant Agreement, dated as of February 8, 2002 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "Warrant
Agreement");
WHEREAS, the Company and the Warrant Agent agree, subject to the terms and
conditions set forth below, to amend the Warrant Agreement as provided below, in
connection with the Seventh Amendment, dated April 30, 2002, to and under the
Amended and Restated Credit and Guarantee Agreement, dated as of July 27, 2000
(as amended, supplemented and otherwise modified from time to time, the "Credit
Agreement"), among the Company, HTM Holdings, Inc., SMTC Manufacturing
Corporation of Canada, the several banks and other financial institutions or
entities from time to time parties thereto (the "Lenders"), Xxxxxx Brothers
Inc., as advisor, lead arranger and book manager, The Bank of Nova Scotia, as
syndication agent, Xxxxxx Commercial Paper Inc., as general administrative
agent, The Bank of Nova Scotia, as Canadian administrative agent, Xxxxxx
Commercial Paper Inc., as collateral monitoring agent and General Electric
Capital Corporation, as documentation agent.;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Company and the Warrant Agent hereby agree as follows:
1. Amendment to Section 5: Registration of Transfers and Exchanges.
(a) The fifth paragraph of Section 5 of the Warrant Agreement is hereby
deleted in its entirety.
(b) Section 5 of the Warrant Agreement is hereby amended by deleting the
words "Series B or" from the sixth paragraph thereof.
2. Amendment to Section 6: Issuance of Warrants; Terms of Warrants;
Exercise of Warrants.
(a) Clause (b)(i) of the first paragraph of Section 6 of the Warrant
Agreement is hereby amended by replacing "December 31, 2002" with "April 30,
2002" therein.
(b) The third paragraph of Section 6 of the Warrant agreement is hereby
amended by replacing the words "date hereof" in the fourth line thereof with
"Issue Date of such Warrant".
(c) The third paragraph of Section 6 of the Warrant agreement is hereby
amended by replacing the words "Exercise Period" in the eighth line thereof with
"exercise period".
(d) The fourth paragraph of Section 6 of the Warrant Agreement is hereby
amended by (i) deleting the words "Series B Warrants and" in the second and
fourth lines thereof; and (ii) deleting the words "Series B Warrants or" in the
fifth line thereof.
(e) The fifth paragraph of Section 6 of the Warrant Agreement is hereby
deleted in its entirety.
3. Amendment to Section 22: Counterparts. Section 22 of the Warrant
Agreement is hereby amended by adding at the end thereof the following:
"SECTION 23. Amendment and Exchange of Warrant Certificates. All Warrants
issued and outstanding at the time of any amendments to this Warrant Agreement
shall be deemed amended in accordance with such amendments thereto. The Company,
at its expense, shall issue and the Warrant Agent shall countersign, in exchange
and substitution for and upon cancellation of any existing Warrant Certificates
presented to the Company or the Warrant Agent, a new Warrant Certificate of like
tenor, representing an equivalent number of Warrants and the terms of the
amended Warrant Agreement.
SECTION 24. Notice of Amendments. Promptly after the execution by the
Company and the Warrant Agent of any amendments pursuant to Section 17, the
Company or the Warrant Agent shall give notice thereof to the Warrant holders
affected, in the manner provided for in Section 12.".
4. Amendment to Exhibit A of the Warrant Agreement (Form of Series A
Warrant Certificate).
(a) Exhibit A (Face) is hereby amended by deleting the fourth paragraph of
the legends thereon.
(b) Exhibit A (Reverse) is hereby amended by replacing "(the "Warrant
Agreement")" in the first paragraph thereof with the following:
"(as amended, amended and restated, supplemented or otherwise modified from
time to time, the "Warrant Agreement")"
(c) Exhibit A (Reverse), paragraph six is hereby deleted in its entirety.
5. Amendment to Exhibit B of the Warrant Agreement (Form of Series B
Warrant Certificate).
(a) Exhibit B (Face) is hereby amended by replacing the reference to
"December 31, 2007" with "April 30, 2007" in the second paragraph of the legends
thereon.
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(b) Exhibit B (Face) is hereby amended by replacing the reference to
"September 30, 2003" with "January 31, 2003" in the third paragraph of the
legends thereon.
(c) Exhibit B (Face) is hereby amended by deleting the fourth paragraph of
the legends thereon.
(d) Exhibit B (Face), paragraphs one and three are hereby amended by
replacing all references to "December 31, 2007" with "April 30, 2007" therein.
(e) Exhibit B (Reverse), paragraphs one and two are hereby amended by
replacing all references to "December 31, 2007" with "April 30, 2007" therein.
(f) Exhibit B (Reverse) is hereby amended by replacing "(the "Warrant
Agreement")" in the first paragraph thereof with the following:
"(as amended, amended and restated, supplemented or otherwise modified from
time to time, the "Warrant Agreement")"
(g) Exhibit B (Reverse), paragraph six is hereby deleted in its entirety.
(h) Exhibit B (Reverse), paragraph seven is hereby deleted in its entirety.
6. Counterparts. This Amendment may be executed in any number of
counterparts by the parties hereto, each of which shall be an original, and all
of which when taken together shall constitute one and the same instrument.
Delivery of an executed counterpart by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, as of the day and year first above written.
SMTC CORPORATION
By /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Chief Financial Officer and Treasurer
MELLON INVESTOR SERVICES LLC
By /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
