EXHIBIT 10
FOURTEENTH AMENDMENT TO FOURTH AMENDED
AND RESTATED CREDIT FACILITIES AGREEMENT
THIS FOURTEENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT
FACILITIES AGREEMENT (this "Amendment") is entered into as of October 21, 2003,
by and among DT INDUSTRIES, INC., a Delaware corporation ("Domestic Borrower"),
DT INDUSTRIES (UK) II LIMITED, ASSEMBLY TECHNOLOGIE & AUTOMATION GMBH, XXXXXX
INC., formerly Xxxxxx Canada Inc., and DT CANADA INC. (together with Domestic
Borrower, separately and collectively, "Borrower"), BANK OF AMERICA, N.A.,
formerly NationsBank, N.A., as administrative agent ("Administrative Agent"),
and the other lenders listed on the signature pages hereof (the "Lenders").
RECITALS
(a) Borrower, Administrative Agent and the Lenders are parties
to that certain Fourth Amended and Restated Credit Facilities Agreement
dated as of July 21,1997 (as amended through the date hereof, the
"Credit Agreement"; terms defined in the Credit Agreement and not
otherwise defined herein shall be used herein as defined in the Credit
Agreement).
(b) Borrower has requested that the Lenders waive certain
Events of Default, and the Lenders have agreed to waive such Events of
Default, subject to the terms and conditions contained herein.
(c) Borrower, Administrative Agent, and the Lenders desire to
amend the Credit Agreement to provide for, among other things, (i)
modification to certain pricing terms, (ii) revisions to existing
financial covenants, and (iii) other modifications described below, all
subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the parties
hereto covenant and agree as follows:
1. WAIVER. The Lenders hereby waive any Event of Default under Section
16.1. of the Credit Agreement which may have occurred as a result, directly or
indirectly, of (a) the failure of Borrower to comply with Sections 15.2., 15.5.,
and 15.6. or any of them for the fiscal quarter ending on or about June 30, 2003
and for the fiscal months ending on or about June 30, 2003, July 31, 2003, and
August 31, 2003, and Section 13.13.1 for the fiscal year ending on or about June
30, 2003, (b) the failure of Borrower to comply with Section 13.13 for any date
prior to the date hereof, (c) any Event of Default arising from the Borrower's
requests for Revolving Loan Advances and Letters of Credit while any of the
above Events of Default existed (the "Existing Events of Default"), and (d)
subject to Sections 10(b)(iv) and 10(b)(v) of this Amendment, the failure of
Borrower to timely comply with Sections 6.2.5 and 6.2.10 for the period ending
September 30, 2003. The waivers provided in this Section 1 shall not be and
shall not be deemed to be a waiver of any Defaults or Events of Default under
the Credit Agreement other than the Existing Events of Default.
2. CONSENT. The Lenders hereby consent to the sale of the Domestic
Borrower's Packaging and Converting Technologies divisions subject to (a) the
terms of such sales being substantially as previously described to the Lenders
(including description of assets being sold and liabilities being retained), (b)
the documentation with respect to such sales being in form and substance
reasonably satisfactory to the Administrative Agent, and (c) all gross proceeds
of such sales, net of investment banking fees owing to National City
Investments, Inc. pursuant to its engagement letter dated April 8, 2003, and
other cash expenses of such sales reasonably satisfactory to the Administrative
Agent, shall be paid to the Administrative Agent in reduction of the Loans in
accordance with the terms of the Credit Agreement, with corresponding reductions
in the Revolving Loan Commitments, and the proceeds so paid to the Lenders shall
not be less than $22,000,000. The Lenders hereby further consent to the
application of any proceeds received from any asset sale prior to December 31,
2003, to the satisfaction of the Scheduled Reduction required to be made on
December 31, 2003 and the prepayment required to be paid on December 31, 2003
under Section 6.2.10 of the Credit Agreement.
3. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:
(a) Section 3.2.9.(a) is entirely amended, as follows:
3.2.9. OTHER MANDATORY COMMITMENT REDUCTIONS.
(a) As of July 1, 2003, the Aggregate Revolving Loan
Commitment has been reduced to $45,000,000, and Borrower shall
make any necessary prepayments of principal, together with
accrued and unpaid interest thereon, to cause the outstanding
principal and Letter of Credit Exposure under the Aggregate
Revolving Loan Commitment not to exceed $45,000,000.
Notwithstanding anything to the contrary contained in Section
3.1, as of July 14, 2003, the Aggregate Offshore Currency
Revolving Loan Commitment has been reduced to $42,000,000, and
Borrower shall make any necessary prepayments of principal,
together with accrued and unpaid interest thereon, to cause
the outstanding principal under the Aggregate Offshore
Currency Revolving Loan Commitment not to exceed $42,000,000.
Notwithstanding the foregoing, unless Required Lenders shall
otherwise agree, after July 14, 2003, no Advances and Letters
of Credit shall be requested or funded or issued that would
cause the Aggregate Revolving Loan and Letter of Credit
Exposure to exceed $42,000,000.
(b) The introductory language in Section 4.3. is entirely
amended, as follows:
The "Adjusted Eurodollar Rate" for any Eurodollar Loan is the
lesser of (a) the Eurodollar Rate plus the applicable
Eurodollar Increment, and (b) the Maximum Rate, and the
"Adjusted Base Rate" for any Base Rate Loan shall be the
lesser of (i) the Prime Rate plus the applicable Base Rate
Increment, and (ii) the Maximum Rate. Beginning on the
Thirteenth Amendment Effective Date, and continuing at all
times thereafter, the Eurodollar Increment shall be 4.50%, the
Base Rate Increment with respect to all Advances other than
Priority Advances shall be 4.00%, and the Base Rate Increment
with respect to Priority Advances shall be
-2-
4.50%, provided that, if the outstanding principal balance of
the Loans has not been reduced to $18,000,000 or less prior to
January 31, 2004, then commencing January 31, 2004, the
Eurodollar Increment shall be 5.00%, the Base Rate Increment
with respect to all Advances other than Priority Advances
shall be 4.50%, and the Base Rate Increment with respect to
Priority Advances shall be 5.00%. Except as set forth in
Section 7.13 below, the Borrower may elect Advances to be
either Eurodollar Advances or Base Rate Advances.
(c) Section 6.2.6 is entirely amended, as follows:
6.2.6. PREPAYMENT FROM EXCESS CASH. At any time the amount of
cash and cash equivalents held by the Borrowers exceeds
$2,000,000, the Borrowers will promptly prepay the Revolving
Loan Advances in an amount equal to such excess. Such
prepayment will not result in a permanent reduction of the
Revolving Loan Commitment.
(d) A new Section 9.2.4 is added immediately following Section
9.2.3, as follows:
9.2.4. USE OF PROCEEDS; CASH ON HAND. The Borrowers shall have
provided, at the time any such Revolving Loan Advance request
is made, evidence reasonably satisfactory to the
Administrative Agent that the proceeds of such Revolving Loan
Advance will be used for necessary working capital purposes
and that after giving effect thereto, the Borrowers will not
have cash on hand in excess of $2,000,000.
(e) Section 13.13.8. is added immediately following Section
13.13.7., as follows:
13.13.8. 13-WEEK CASH FLOW FORECAST. Within three (3) Business
Days after the end of each week the Borrower shall provide to
the Administrative Agent a cash flow forecast for the 13-week
period thereafter.
(f) Section 14.11. is entirely amended, as follows:
14.11. CAPITAL EXPENDITURES. Make Capital Expenditures (for
all Covered Persons) in excess of the applicable amount in the
following table for the period indicated in the following
table:
The applicable
During the period amount is
----------------- --------------
From October 1, 2002 through September 30, 2003 $3,700,000
From January 1, 2003 through December 31, 2003 $2,829,000
From April 1, 2003 through March 31, 2004 $2,936,000
From July 1, 2003 through June 30, 2004 $3,121,000
-3-
(g) The definition of EBITDA and Net Worth in Section 15.1 are
entirely amended, as follows:
"Net Worth" means, at any date: (a) the book value (net of
depreciation, obsolescence, amortization, valuation and other
proper reserves determined in accordance with GAAP) at which
assets would be shown on a consolidated balance sheet at such
date prepared in accordance with GAAP; less (b) the amount at
which all liabilities (not to include the obligations of
Domestic Borrower with respect to the issuance by DT Capital
Trust (a wholly-owned Subsidiary of Domestic Borrower) of term
income deferrable equity securities on or about June 12,
1997), would be shown on such balance sheet, including as
liabilities all reserves for contingencies and other potential
liabilities which would be shown on such balance sheet or
disclosed in the notes thereto. Notwithstanding any of the
above, the cumulative effect of foreign currency translation
adjustment, pension adjustments, and adjustments related to
deferred hedging shall not be included in the calculation of
Net Worth.
"EBITDA" means, for any period of calculation and without
duplication, an amount equal to the sum of (i) Net Income,
(ii) federal, state and local income tax expense (exclusive of
any such tax benefit related to the Domestic Borrower's
special, one-time charges taken during the fourth quarter of
fiscal year 2001), (iii) Interest Expense in such period, (iv)
depreciation and amortization expense and other non-cash
charges that reduced net income during such period, (v) losses
on the sale or other disposition of assets other than in the
ordinary course of business if included in the calculation of
net income, (vi) extraordinary losses if included in the
calculation of net income, (vii) during all calculation
periods which include the third fiscal quarter of the
Borrower's fiscal year 2002, a onetime non-cash credit in an
amount not to exceed $1,900,000 as a result of a third fiscal
quarter 2002 change in percentage of completion accounting,
(viii) Restructuring Charges, (ix) fees and expenses paid to
(A) counsel to and financial advisors to the Administrative
Agent during such period commencing September 1, 2003 and (B)
counsel and financial advisors to the Borrower paid in
connection with this Amendment and the negotiation and
completion of a new senior credit facility, (x) noncash
extraordinary losses and other one-time noncash charges, minus
(a) gains on the sale or other disposition of assets other
than in the ordinary course of business if included in Net
Income, and (b) extraordinary gains if included in Net Income,
all as accrued in such period, and (xi) any fees paid to the
Borrower's new senior secured lenders in connection with the
completion of a new senior credit facility, to the extent not
paid from proceeds of such facility.
(h) Section 15.2. is entirely amended, as follows:
15.2. MINIMUM NET WORTH. Domestic Borrower's Net Worth as of
the end of each fiscal quarter of Domestic Borrower,
commencing with the fiscal quarter
-4-
ending on or about September 30, 2003, shall at no time be
less than $47,077,000 plus 50% of Domestic Borrower's
cumulative Net Income (but not any net loss) for the period
commencing June 1, 2003, and extending through and including
the end of the applicable fiscal quarter.
(i) Section 15.3. is entirely amended, as follows:
15.3. MINIMUM TRADE SUPPORT. Trade payables of the Domestic
Borrower and its Subsidiaries shall at no time be less than
$12,288,450 as of the end of any fiscal quarter of Domestic
Borrower.
(j) Section 15.5. is entirely amended, as follows:
15.5. MINIMUM EBITDA TO INTEREST EXPENSE RATIO. Subject to the
paragraph set forth below in this Section 15.5, the ratio of
Domestic Borrower's EBITDA to Domestic Borrower's Interest
Expense (excluding non-cash Interest Expense during such
period), calculated at the end of each fiscal quarter of
Domestic Borrower for the four consecutive fiscal quarters
then ended, shall not be less than the applicable ratio in the
following table:
For the Quarter The applicable
Ended on or About: ratio is
------------------ --------------
December 31, 2003 (2.06) to 1.0
March 31, 2004 (1.04) to 1.0
June 30, 2004 0.33 to 1.0
Notwithstanding any of the above to the contrary, for
clarification, the ratio described above, calculated at the
end of the fiscal quarters of Domestic Borrower ended on or
about December 31, 2003 and March 31, 2004, shall not be more
negative than the applicable ratio set forth in the table
above.
(k) Section 15.6. is entirely amended, as follows:
15.6. MINIMUM EBITDA. Domestic Borrower's EBITDA shall not be
less than the applicable amount in the following table as of
the applicable date of calculation set forth in the following
table:
The applicable
Fiscal Month amount is
------------ --------------
November 2003 $ 0.00
December 2003 $ 186,000
January 2004 $ 186,000
February 2004 $ 780,000
March 2004 $ 1,832,000
-5-
April 2004 $ 2,802,000
May 2004 $ 3,469,000
June 2004 $ 4,302,000
For purposes of this Section 15.6, EBITDA shall be calculated
for the period commencing November 1, 2003 and ending on the
last day of each fiscal month of Domestic Borrower.
(l) A new Section 15.7 is added immediately following Section
15.6, as follows:
15.7. RESETTING OF COVENANTS. Notwithstanding anything herein
to the contrary, upon the closing of the sale of the Domestic
Borrower's Packaging and Converting Technologies divisions,
the covenants set forth in Sections 15.2, 15.3 and 15.6 shall
be automatically amended to adjust the required covenant
levels to reflect the removal of such divisions, which
adjustments shall be made using the same percentage of cushion
from projected performance as used in the spreadsheet prepared
by KPMG and delivered to Administrative Agent on October 10,
2003.
(m) Exhibit 2.1 is amended by amending and restating the
definition of "Restructuring Charges", as follows:
RESTRUCTURING CHARGES - for any period of calculation, without
duplication, and excluding any costs paid out of the proceeds
of sale or other disposition of assets, any costs whether paid
in cash or reserved in accordance with Generally Accepted
Accounting Principles related to severance costs associated
with workforce reductions, personnel relocation costs, idle
facility costs, and non-cash write-downs of fixed assets.
(n) Exhibit 13.13 is entirely amended to read in the form
attached hereto as Amended Exhibit 13.13.
4. AMENDMENT FEE. Borrower shall pay to the Administrative Agent, for
the pro rata benefit of each Lender, an amendment fee (the "Amendment Fee"),
earned and due and payable as of the date of this Amendment, which fee shall be
equal to the product of (a) 0.25% multiplied by (b) an amount equal to the sum
of (i) such Lender's portion of the Commitment after giving effect to the
reduction thereof on the effective date of this Amendment, plus (ii) the
aggregate amount of the Canadian Term Loan owed to such Lender as of the
effective date of this Amendment.
5. FACILITY FEE. Borrower shall pay to the Administrative Agent, for
the pro rata benefit of each Lender, a facility fee equal to the product of (a)
1.50% multiplied by (b) an amount equal to the sum of (i) such Lender's portion
of the on the effective date of this Amendment, plus (ii) the aggregate amount
of the Canadian Term Loan owed to such Lender as of the effective date of this
Amendment. Such facility fee shall be fully earned and due and payable as of the
effective date of this Amendment, but payment thereof shall be deferred until
-6-
the earlier of maturity of the Loan Obligations or July 2, 2004, provided that,
payment of such fee shall be forgiven if on or prior to January 31, 2004,
Borrower shall have consummated sales of the Packaging and Converting
Technologies divisions and paid to the Lenders for application to the Loan
Obligations proceeds thereof in an aggregate amount not less than $22,000,000.
Borrower hereby acknowledges and agrees that failure to timely make payment of
the facility fee shall constitute an immediate Event of Default.
6. ACKNOWLEDGMENT OF THE BORROWER. The Borrower acknowledges and agrees
that the Lenders executing this Amendment have done so in their sole discretion
and without any obligation. The Borrower further acknowledges and agrees that
any action taken or not taken by the Lenders or the Administrative Agent prior
to, on or after the date hereof shall not constitute a waiver or modification of
any term, covenant or provision of any Loan Document (other than with respect to
the Existing Events of Default) or prejudice any rights or remedies which the
Administrative Agent or any Lender now has or may have in the future under any
Loan Document, Applicable Law or otherwise, all of which rights and remedies are
expressly reserved by the Administrative Agent and the Lenders.
7. SUBSIDIARIES' ACKNOWLEDGMENT. By signing below, each of the Domestic
Borrower's Subsidiaries which has executed a guaranty of the Loan Obligations
(a) consents and agrees to this Amendment's execution and delivery, (b) ratifies
and confirms its obligations under its guaranty, (c) acknowledges and agrees
that its obligations under its guaranty are not released, diminished, impaired,
reduced, or otherwise adversely affected by this Amendment, and (d) acknowledges
and agrees that it has no claims or offsets against, or defenses or
counterclaims to, its guaranty.
8. RELEASE.
(a) Upon this Amendment becoming effective, the Domestic
Borrower and each of its Subsidiaries hereby unconditionally and
irrevocably remises, acquits, and fully and forever releases and
discharges the Administrative Agent and the Lenders and all respective
affiliates and subsidiaries of the Administrative Agent and the
Lenders, their respective officers, servants, employees, agents,
attorneys, principals, directors and shareholders, and their respective
heirs, legal representatives, successors and assigns (collectively, the
"Released Lender Parties") from any and all claims, demands, causes of
action, obligations, remedies, suits, damages and liabilities
(collectively, the "Borrower Claims") of any nature whatsoever, whether
now known, suspected or claimed, whether arising under common law, in
equity or under statute, which the Domestic Borrower or any of its
Subsidiaries ever had or now has against the Released Lender Parties
which may have arisen at any time on or prior to the date of this
Amendment and which were in any manner related to any of the Loan
Documents or the enforcement or attempted enforcement by the
Administrative Agent or the Lenders of rights, remedies or recourses
related thereto.
(b) Upon this Amendment becoming effective, the Domestic
Borrower and each of its Subsidiaries covenants and agrees never to
commence, voluntarily aid in any way, prosecute or cause to be
commenced or prosecuted against any of the Released Lender Parties any
action or other proceeding based upon any of the Borrower Claims
-7-
which may have arisen at any time on or prior to the date of this
Amendment and were in any manner related to any of the Loan Documents.
(c) The agreements of the Domestic Borrower and each of its
Subsidiaries set forth in this Section 8 shall survive termination of
this Amendment and the other Loan Documents.
9. REPRESENTATIONS AND WARRANTIES. By its execution and delivery
hereof, the Borrower represents and warrants to the Lenders that, as of the date
hereof:
(a) after giving effect to this Amendment, the representations
and warranties contained in the Credit Agreement and the other Loan
Documents are true and correct on and as of the date hereof as if made
on and as of such date; and
(b) after giving effect to this Amendment, no event has
occurred and is continuing which constitutes a Default or an Event of
Default.
10. CONDITIONS OF EFFECTIVENESS. This Amendment shall not be effective
unless and until all corporate actions of Borrower and the Significant
Subsidiaries taken in connection herewith and the transactions contemplated
hereby shall be satisfactory in form and substance to Administrative Agent and
Required Lenders, and each of the following conditions precedent shall have been
satisfied:
(a) All reasonable out-of-pocket fees and expenses in
connection with the Loan Documents, including this Amendment, including
legal and other professional fees and expenses incurred on or prior to
the date of this Amendment by Administrative Agent or any Lender,
including, without limitation, the fees and expenses of Xxxxxxxx
Xxxxxxxx & Xxxxxx P.C. and KPMG LLP, shall have been paid.
(b) Administrative Agent shall have received each of the
following:
(i) a certificate of the Borrower, in form and
substance satisfactory to Administrative Agent, Required
Lenders and Administrative Agent's counsel, certifying (A) as
to the accuracy in all material respects, after giving effect
to this Amendment, of the representations and warranties set
forth in the Credit Agreement, this Amendment and the other
Loan Documents, and (B) that there exists no Default or Event
of Default, after giving effect to this Amendment, and the
execution, delivery and performance of this Amendment will not
cause a Default or Event of Default;
(ii) payment of the Amendment Fee;
(iii) a prepayment of the Revolving Loan Advances
(without a corresponding reduction in the Revolving Loan
Commitment) in an amount equal to the amount of the Borrowers'
and their respective Subsidiaries' cash on hand in excess of
$2,000,000;
-8-
(iv) evidence satisfactory to the Administrative
Agent that the $1,500,000 Scheduled Reduction due on September
30, 2003 under Section 6.2.5 of the Credit Agreement has been
effected;
(v) evidence satisfactory to the Administrative Agent
that the $1,000,000 commitment reduction due under Section
6.2.10 of the Credit Agreement on September 30, 2003 has been
effected;
(vi) certified copies of resolutions of the boards of
directors of the Domestic Borrower and each Significant
Subsidiary authorizing the transactions contemplated by this
Amendment; and
(vii) such other documents, certificates and
instruments as the Administrative Agent shall require prior to
the date hereof.
11. COVENANTS. The Borrowers shall furnish to the Administrative Agent
(with copies for each of the Lenders), not later than the fifteenth (15th) day
after the effective date of this Amendment, the annual financial statements
required under Section 13.13.1 of the Credit Agreement for the Borrowers'
financial statements for the fiscal year ended June 30, 2003, and the related
compliance certificate, provided that the auditors' opinion required to
accompany such financial reports shall not be required to be unqualified, and
any requirement that such opinion be unqualified is hereby waived. The Borrowers
acknowledge and agree that failure to comply with this Section 11 will result in
an immediate Event of Default.
12. REFERENCE TO CREDIT AGREEMENT. Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to "this Agreement,"
"hereunder," or words of like import shall mean and be a reference to the Credit
Agreement, as affected and amended by this Amendment.
13. COUNTERPARTS; EXECUTION VIA FACSIMILE. This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This
Amendment may be validly executed and delivered by facsimile or other electronic
transmission.
14. GOVERNING LAW; BINDING EFFECT. This Amendment shall be governed by
and construed in accordance with the laws of the State of
Texas and shall be
binding upon the Borrower, the Administrative Agent, each Lender and their
respective successors and assigns.
15. HEADINGS. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
16. LOAN DOCUMENT. This Amendment is a Loan Document and is subject to
all provisions of the Credit Agreement applicable to Loan Documents, all of
which are incorporated in this Amendment by reference the same as if set forth
in this Amendment verbatim.
17. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
-9-
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-10-
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
the date first above written.
DT INDUSTRIES, INC., XXXXXX INC. formerly Xxxxxx Canada
a Delaware corporation Inc., a New Brunswick, Canada
corporation
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
-------------------------------- -------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
------------------------------ -----------------------------
Title: Senior VP Finance and CFO Title: Vice President
----------------------------- ----------------------------
DT CANADA INC., ASSEMBLY TECHNOLOGIE & AUTOMATION
a New Brunswick, Canada Corporation GMBH, a German limited liability
company
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
-------------------------------- -------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
------------------------------ -----------------------------
Title: Vice President Title: Geschaftsfuhrer
----------------------------- ----------------------------
DT INDUSTRIES (UK) II LIMITED,
a corporation of England and Wales
By: /s/ XXXX X. XXXXXX
--------------------------------
Name: Xxxx X. Xxxxxx
------------------------------
Title: Director
-----------------------------
BANK OF AMERICA, N.A., formerly DRESDNER BANK AG, NEW YORK
NationsBank, N.A., as Administrative AND GRAND CAYMAN BRANCHES
Agent and a Lender
By: /s/ XXXX X. XXXXXXX By:
-------------------------------- -------------------------------
Xxxx X. Xxxxxxx Name:
Principal -----------------------------
Title:
----------------------------
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
BEAR, XXXXXXX & CO. INC. THE BANK OF NOVA SCOTIA
By: By:
-------------------------------- -------------------------------
Name: Name:
------------------------------ -----------------------------
Title: Title:
----------------------------- ----------------------------
XXXXXXX X. XXXXX & SONS SPECIAL U.S. BANK, NATIONAL ASSOCIATION
SITUATION PARTNERS II, L.P.
By: By:
-------------------------------- -------------------------------
Name: Name:
------------------------------ -----------------------------
Title: Title:
----------------------------- ----------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
NATIONAL CITY BANK
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
BANK OF AMERICA, N.A., formerly DRESDNER BANK, AG, NEW YORK AND
NationsBank, N.A., as Administrative GRAND CAYMAN BRANCHES
Agent and a Lender
By: By:
-------------------------------- -------------------------------
Xxxx X. Xxxxxxx Name:
Principal -----------------------------
Title:
----------------------------
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
BEAR, XXXXXXX & CO. INC. THE BANK OF NOVA SCOTIA
By: /s/ XXXX X. XXXXXXXXX By:
-------------------------------- -------------------------------
Name: XXXX X. XXXXXXXXX Name:
------------------------------ -----------------------------
Title: SENIOR MANAGING DIRECTOR Title:
----------------------------- ----------------------------
XXXXXXX X. XXXXX & SONS SPECIAL U.S. BANK, NATIONAL ASSOCIATION
SITUATION PARTNERS II, L.P.
By: By:
-------------------------------- -------------------------------
Name: Name:
------------------------------ -----------------------------
Title: Title:
----------------------------- ----------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
NATIONAL CITY BANK
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
BANK OF AMERICA, N.A., formerly DRESDNER BANK AG, NEW YORK
NationsBank, N.A., as Administrative AND GRAND CAYMAN
Agent and a Lender BRANCHES
By: By:
---------------------------------- ------------------------------------
Xxxx X. Xxxxxxx Name:
Principal -----------------------------------
Title:
-----------------------------------
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
BEAR, XXXXXXX & CO. INC. THE BANK OF NOVA SCOTIA
By: By:
---------------------------------- ------------------------------------
Name: Name:
-------------------------------- -----------------------------------
Title: Title:
------------------------------- ----------------------------------
XXXXXXX X. XXXXX & SONS SPECIAL U.S. BANK, NATIONAL
SITUATION PARTNERS II, L.P. ASSOCIATION
By: /s/ XXXX X. XXXXXX By:
---------------------------------- ------------------------------------
Name: XXXX X. XXXXXX Name:
-------------------------------- -----------------------------------
Title: Principal Title:
------------------------------- ----------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
NATIONAL CITY BANK
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
BANK OF AMERICA, N.A., formerly DRESDNER BANK AG, NEW YORK
NationsBank, N.A., as Administrative AND GRAND CAYMAN
Agent and a Lender BRANCHES
By: By:
-------------------------------- ------------------------------
Xxxx X. Xxxxxxx Name:
Principal ----------------------------
Title:
---------------------------
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
BEAR, XXXXXXX & CO. INC. THE BANK OF NOVA SCOTIA
By: By:
-------------------------------- ------------------------------
Name: Name:
------------------------------ ----------------------------
Title: Title:
----------------------------- ---------------------------
XXXXXXX X. XXXXX & SONS SPECIAL U.S. BANK, NATIONAL
SITUATION PARTNERS II, L.P. ASSOCIATION
By: By:
-------------------------------- ------------------------------
Name: Name:
------------------------------ ----------------------------
Title: Title:
----------------------------- ---------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
NATIONAL CITY BANK
By: /s/ XXXXXX XXXXXXX
--------------------------------
Name: Xxxxxx Xxxxxxx
------------------------------
Title: Vice President
-----------------------------
BANK OF AMERICA, N.A., formerly DRESDNER BANK AG, NEW YORK
NationsBank, N.A., as Administrative AND GRAND CAYMAN
Agent and a Lender BRANCHES
By: By: /s/ XXXXXX X. XXXXX
-------------------------------- ------------------------------
Xxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxx
Principal ----------------------------
Title: Director
---------------------------
By: /s/ XXXXXXX X. XXXXXXX
------------------------------
Name: XXXXXXX X. XXXXXXX
----------------------------
Title: VICE PRESIDENT
---------------------------
BEAR, XXXXXXX & CO. INC. THE BANK OF NOVA SCOTIA
By: By:
-------------------------------- ------------------------------
Name: Name:
------------------------------ ----------------------------
Title: Title:
----------------------------- ---------------------------
XXXXXXX X. XXXXX & SONS SPECIAL U.S. BANK, NATIONAL
SITUATION PARTNERS II, L.P. ASSOCIATION
By: By:
-------------------------------- ------------------------------
Name: Name:
------------------------------ ----------------------------
Title: Title:
----------------------------- ---------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
NATIONAL CITY BANK
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
BANK OF AMERICA, N.A., formerly DRESDNER BANK AG, NEW YORK
NationsBank, N.A., as Administrative AND GRAND CAYMAN
Agent and a Lender BRANCHES
By: By:
---------------------------------- ------------------------------------
Xxxx X. Xxxxxxx Name:
Principal -----------------------------------
Title:
-----------------------------------
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
BEAR, XXXXXXX & CO. INC. THE BANK OF NOVA SCOTIA
By: By: /s/ XXXXX XXXXXXX
---------------------------------- ------------------------------------
Name: Name: XXXXX XXXXXXX
-------------------------------- -----------------------------------
Title: Title: DIRECTOR
------------------------------- ----------------------------------
XXXXXXX X. XXXXX & SONS SPECIAL U.S. BANK, NATIONAL
SITUATION PARTNERS II, L.P. ASSOCIATION
By: By:
---------------------------------- ------------------------------------
Name: Name:
-------------------------------- -----------------------------------
Title: Title:
------------------------------- ----------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
NATIONAL CITY BANK
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
BANK OF AMERICA, N.A., formerly DRESDNER BANK AG, NEW YORK
NationsBank, N.A., as Administrative AND GRAND CAYMAN
Agent and a Lender BRANCHES
By: By:
---------------------------------- ------------------------------
Xxxx X. Xxxxxxx
Principal Name:
----------------------------
Title:
---------------------------
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
BEAR, XXXXXXX & CO, INC. THE BANK OF NOVA SCOTIA
By: By:
--------------------------------- ------------------------------
Name: Name:
------------------------------- ----------------------------
Title: Title:
------------------------------ ---------------------------
XXXXXXX X. XXXXX & SONS SPECIAL
SITUATION PARTNERS II, L.P. U.S. BANK, NATIONAL ASSOCIATION
By: By: /s/ XXXXXXX X. XXXXXX
--------------------------------- ------------------------------
Name: Name: Xxxxxxx X. Xxxxxx
------------------------------- ----------------------------
Title: Title: Vice President
------------------------------ ---------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
NATIONAL CITY BANK
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
ACKNOWLEDGED AND AGREED:
ADVANCED ASSEMBLY AUTOMATION, INC.
By: /s/ XXXX X. XXXXXX
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: VP
------------------------------
ASSEMBLY TECHNOLOGY & TEST, INC.
By: /s/ XXXX X. XXXXXX
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: VP
------------------------------
DETROIT TOOL AND ENGINEERING COMPANY
By: /s/ XXXX X. XXXXXX
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: VP
------------------------------
DTI LEBANON SUBSIDIARY, INC.
By: /s/ XXXX X. XXXXXX
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: VP
------------------------------
XXXXXXXX MANUFACTURING CORPORATION
By: /s/ XXXX X. XXXXXX
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: VP
------------------------------
PHARMA GROUP, INC.
By: /s/ XXXX X. XXXXXX
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: VP
------------------------------
MID-WEST AUTOMATION ENTERPRISES, INC.
By: /s/ XXXX X. XXXXXX
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: VP
------------------------------
MID-WEST AUTOMATION SYSTEMS, INC.
By: /s/ XXXX X. XXXXXX
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: VP
------------------------------
SENCORP SYSTEMS, INC.
By: /s/ XXXX X. XXXXXX
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: VP
------------------------------
VANGUARD TECHNICAL SOLUTIONS, INC.
By: /s/ XXXX X. XXXXXX
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: VP
------------------------------
ARMAC INDUSTRIES CO.
By: /s/ XXXX X. XXXXXX
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: VP
------------------------------
ASSEMBLY MACHINES, INC.
By: /s/ XXXX X. XXXXXX
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: VP
------------------------------
