EXHIBIT 10.1.19
NINTH WAIVER AND CONSENT
NINTH WAIVER AND CONSENT, dated February 23, 2004 (the “Agreement”), to and under the Amended and
Restated Credit and Guarantee Agreement, dated as of July 27, 2000 (as heretofore amended, supplemented or otherwise
modified, the “Credit Agreement”), among SMTC Corporation (“Holdings”), HTM Holdings, Inc. (the “U.S. Borrower”), SMTC
Manufacturing Corporation of Canada (the “Canadian Borrower”; together with the U.S. Borrower, the “Borrowers”), the
several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), Lehman Brothers Inc.,
as advisor, lead arranger and book manager, The Bank of Nova Scotia, as syndication agent, Lehman Commercial Paper Inc., as
general administrative agent (in such capacity, the “General Administrative Agent”), The Bank of Nova Scotia, as Canadian
administrative agent, Lehman Commercial Paper Inc., as collateral monitoring agent, and General Electric Capital Corporation, as
documentation agent.
WITNESSETH:
WHEREAS, Holdings and the Borrowers requested that the Lenders agree to waive certain of the provisions of the
Credit Agreement upon the terms and subject to the conditions set forth below; and
WHEREAS, the Required Lenders have consented to the requested waivers in the manner set forth below;
NOW, THEREFORE, in consideration of the premises and the material covenants herein contained, the parties hereto
hereby agree as follows:
1. Defined Terms . Defined terms used and not otherwise defined in this Agreement shall have the meanings given to
them in the Credit Agreement.
2. Waiver of Defaults or Events of Default . (a) The Lenders hereby waive, for the period from the Effective Date (as
defined below) through March 12, 2004, the Defaults and Events of Default arising by reason of (a) the failure of Holdings and
the Borrowers to comply with the provisions of Section 10.1(a) of the Credit Agreement for any period prior to the Effective
Date (