EXHIBIT 10.1
FIRST AMENDMENT
FIRST AMENDMENT, dated as of December 5, 1997 (this "First
Amendment"), to the Credit Agreement, dated as of October 28, 1997 and as
amended and restated as of December 5, 1997 (the "Credit Agreement"), among
DETAILS HOLDINGS, INC., a California corporation (the "Holdings"), DETAILS,
INC., a California corporation (the "Borrower"), the several lenders from time
to time parties thereto (the "Lenders") and THE CHASE MANHATTAN BANK, as
documentation, syndication and administrative agent for the Lenders thereunder
(in such capacity, the "Administrative Agent"). For clarification purposes, it
is understood that Holdings was originally referred to in the Credit Agreement
as "the Company" and upon the effectiveness of the amendments contemplated
hereby will be referred to in the Credit Agreement as "Holdings". The Subsidiary
which it is planning to form in connection with the Second Push-Down (as defined
below) with the name of Details Capital Corp. will upon the effectiveness of the
amendments contemplated hereby be referred to in the Credit Agreement as "the
Company" but will be referred to in this First Amendment as "Details
Intermediate".
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain Loans to the Borrower; and
WHEREAS, Holdings and the Borrower have requested that the Lenders
amend, and the Lenders have agreed to amend, certain of the provisions of the
Credit Agreement, upon the terms and subject to the conditions set forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. As used herein, terms defined in this First
Amendment or in the Credit Agreement are used herein as so defined.
2. Description of Second Push-Down. The parties hereto understand that
Holdings is contemplating a transaction pursuant to which it would contribute to
a wholly-owned domestic Subsidiary to be formed by it with the name of Details
Capital Corp. ("Details Intermediate") (i) all of its material assets (other
than the Capital Stock of Details Intermediate) and (ii) all of its material
liabilities, including, without limitation, the Company Zeros (such transaction,
the "Second Push-Down").
3. Amendments to Credit Agreement. The Credit Agreement is hereby
amended in the manner set forth on the pages of the Credit Agreement attached as
Annex A hereto.
4. Effectiveness. The amendments provided for herein shall become
effective on the date (the "Effective Date") of satisfaction of the following
conditions precedent:
(a) The Administrative Agent shall have received counterparts of this
First Amendment, duly executed and delivered by Holdings, the Borrower and
each of the other parties hereto.
(b) The Administrative Agent shall have received a counterpart of the
Joinder Agreement attached as Annex B hereto, duly executed and delivered by
Details Intermediate on the date upon which the Second Push-Down is
consummated.
(c) The Second Push-Down shall have been consummated.
(d) The Administrative Agent shall have received legal opinions and
such other documents (including, without limitation, UCC financing
statements) as it may reasonably request in connection with the Second Push-
Down and the transactions contemplated hereby.
(e) All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this First Amendment shall be satisfactory in form and
substance to the Administrative Agent.
5. Representations and Warranties. After giving effect to the
amendments contained herein, on the Effective Date, each of Details Intermediate
and the Borrower hereby confirms, reaffirms and restates the representations and
warranties set forth in Section 4 of the Credit Agreement; provided that each
reference in such Section 4 to "this Agreement" shall be deemed to be a
reference both to this First Amendment and to the Credit Agreement as amended by
this First Amendment.
6. Continuing Effect; No Other Amendments. All of the terms and
provisions of the Credit Agreement and the other Loan Documents are and shall
remain in full force and effect. The amendments contained herein shall not
constitute an amendment or waiver of any other provision of the Credit Agreement
or the other Loan Documents or for any purpose except as expressly set forth
herein.
7. No Default. No Default or Event of Default shall have occurred and
be continuing as of the Effective Date after giving effect to this First
Amendment.
8. Counterparts. This First Amendment may be executed in any number of
counterparts by the parties hereto, each of which counterparts when so executed
shall be an original, but all the counterparts shall together constitute one and
the same instrument.
9. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
DETAILS HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Title: Chief Financial Officer
DETAILS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By: /s/ Xxxxxxxx Xxxxxxx, Xx.
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Title: Vice President
STATE STREET BANK & TRUST COMPANY
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President, High Technology
CITY NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxx
----------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY
By: /s/ Xxxx X. Xxxxxx
----------------------
Name: Xxxx X. Xxxxxx
Title: Director
BANKBOSTON N.A.
By: /s/ Xxx X. Massimo
----------------------
Name: Xxx X. Massimo
Title: Vice President
CRESCENT/MACH I PARTNERS, L.P.,
by: TCW Asset Management Company,
its Investment Manager
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
MASSACHUSETTS MUTUAL LIFE
INSURANCE CO.
By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Managing Director
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
PILGRIM AMERICA PRIME RATE TRUST
By: /s/ Xxxxxx X. Xxxx
----------------------------------
Name: Xxxxxx X. Xxxx
Title: Assistant Portfolio Manager
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/ Xxxxxxxx X. Xxxx
------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
ANNEX A
[See Exhibit 10.2]
Annex B
JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of December 5, 1997, made by Details Capital
Corp., a California corporation ("Details Intermediate") pursuant to the Credit
Agreement, dated as of October 28, 1997 (as amended and restated as of December
5, 1997, as amended by the First Amendment, dated as of December 5, 1997 (the
"First Amendment") and as may be further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Details Holdings,
Inc., a California corporation ("Holdings"), Details, Inc., a California
corporation (the "Borrower"), the banks and financial institutions from time to
time parties thereto and The Chase Manhattan Bank, as Administrative Agent.
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
For good and valid consideration, the sufficiency of which hereby is
acknowledged, Details Intermediate hereby agrees as follows:
(a) It agrees to become a party to the Credit Agreement on the terms set forth
in the First Amendment and shall have all the rights and responsibilities
as a party thereto pursuant to the terms thereof;
(b) It assumes all liabilities and obligations and shall have all the rights
and responsibilities of a Grantor and a Guarantor under the Guarantee and
Collateral Agreement; and
(c) It shall (i) be bound by all covenants, agreements, acknowledgements and
other terms and provisions applicable to it, as a party to the Credit
Agreement and the other Loan Documents pursuant to the terms thereof to the
same extent, and in the same manner, as if it were a direct party thereto
and (ii) perform all obligations required of it pursuant to the Credit
Agreement and such Loan Documents.
Details Intermediate hereby acknowledges that it has received and reviewed
a copy (in execution form) of the Credit Agreement and the First Amendment (and
all other amendments, supplements and other modifications thereto) and each of
the Loan Documents referred to therein (including, without limitation, all
amendments, supplements and other modifications thereto).
Details Intermediate hereby represents and warrants that (a) all
representations and warranties contained in the Credit Agreement and the other
Loan Documents which are applicable to it pursuant to the terms thereof (after
giving effect to the First Amendment and this Joinder Agreement) are true and
correct in all material respects and (b) immediately prior to and immediately
after the effectiveness of this Joinder Agreement, no Default or Event of
Default shall have occurred and be continuing.
This Joinder Agreement shall become effective upon the satisfaction of all
the conditions to effectiveness set forth in the First Amendment.
THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be
duly executed and delivered by its proper and duly authorized officer as of the
date first written above.
DETAILS CAPITAL CORP.
By:
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Title:
ACKNOWLEDGED AND AGREED TO;
THE CHASE MANHATTAN BANK, as Administrative Agent
By:
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Title:
