EXHIBIT 99.1
CONFORMED COPY
SIXTH AMENDMENT AND WAIVER, dated as of June 28, 2002 (this "Sixth
Amendment") to the Credit Agreement, dated as of July 23, 1998 and as Amended
and Restated as of August 28, 1998 (as amended by the First Amendment, dated as
of March 10, 1999, the Second Amendment, dated as of March 22, 2000, the Third
Amendment, dated as of October 10, 2000, the Fourth Amendment, dated as of
February 13, 2001, the Fifth Amendment, dated as of December 31, 2001, and as
may be further amended, modified or supplemented from time to time, the "Credit
Agreement"), among (i) DDi Capital Corp., formerly known as Details Capital
Corp. (the "Company"); (ii) Dynamic Details, Incorporated, formerly known as
Details, Inc. ("Details"); (iii) Dynamic Details Incorporated, Silicon Valley,
formerly known as Dynamic Circuits, Inc. ("DCI", and collectively with Details,
the "Borrowers"); (iv) the several banks and other financial institutions from
time to time parties thereto, (individually, a "Lender," and collectively, the
"Lenders"); (v) BANKERS TRUST COMPANY, as documentation and co-syndication
agent; and (vi) JPMorgan Chase Bank, as collateral, co-syndication and
administrative agent (in such capacity, the "Administrative Agent"). Terms
defined in the Credit Agreement shall be used in this Sixth Amendment with their
defined meanings unless otherwise defined herein.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement the Lenders have agreed to
make, and have made, certain Loans to the Borrowers;
WHEREAS, the Company and the Borrowers 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;
WHEREAS, the Lenders are willing to effect such amendments to the
Credit Agreement, but only upon the terms and subject to the conditions set
forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Amendment to Section 1.1. Section 1.1 of the Credit Agreement is
hereby amended as follows:
(a) by amending and restating the following definitions in their
entireties:
"Revolving Credit Commitment": as to any Lender, the obligation of such
Lender, if any, to make Revolving Credit Loans and participate in Swing Line
Loans and Letters of Credit, in an aggregate principal and/or face amount not to
exceed the amount set forth under the heading "Revolving Credit Commitment"
opposite such Lender's name on Schedule 2.4(d), as the same may be changed from
time to time pursuant to the terms hereof.
"Qualified Account": a deposit account of the Borrowers and their
Subsidiaries in which the Administrative Agent has a perfected first priority
security interest, in each case on terms and conditions satisfactory to the
Administrative Agent.
(b) by adding the following new definitions in the proper alphabetical
order:
"Consolidated Revenue": the consolidated revenue of the Borrowers and
their Subsidiaries as it appears on Details' financial statements, in accordance
with GAAP.
"Fourth Quarter 2003 Compliance Date": the date on which the Company
and Borrowers shall have delivered financial statements for the fiscal quarter
ended December 31, 2003 in compliance with Section 6.1 (together with the
relevant items required to be delivered concurrently pursuant to Section 6.2).
"JPMorgan Chase Bank Qualified Account": as defined in Section 7.11.
"Lenders' Advisors": FTIPolicano & Xxxxx, L.L.C., or any other
financial advisors, retained by or on behalf of the Administrative Agent in
connection with this Agreement.
"Liquidity Amount": as defined in Section 7.1(a).
"Section 7.2(o) Qualified Account": as defined in Section 7.2(o).
"Sixth Amendment": the Sixth Amendment, dated as of June 28, 2002, to
this Agreement.
"Sixth Amendment Effective Date": the Sixth Amendment Effective Date
under the Sixth Amendment to this Agreement (which date is as of June 28, 2002).
(c) by deleting in its entirety the definition of "Second Quarter 2003
Compliance Date."
2. Amendment to Section 2.4(c). Section 2.4(c) of the Credit Agreement
is hereby amended by deleting such section in its entirety and substituting in
lieu thereof the following new section:
"(c) Notwithstanding anything to the contrary in this Agreement, the
sum of all Revolving Extensions of Credit shall not at any time prior to the
Fourth Quarter 2003 Compliance Date (provided, that on such date, no Default or
Event of Default shall have occurred and be continuing (including, without
limitation, pursuant to Section 7.1 for the fourth calendar quarter of 2003))
exceed $25,000,000. The requirements set forth in the preceding sentence shall
cease to apply from and after the Fourth Quarter 2003 Compliance Date, provided,
that on such date, no Default or Event of Default shall have occurred and be
continuing (including, without limitation, pursuant to Section 7.1 for the
fourth calendar quarter of 2003). From and after the Fourth Quarter 2003
Compliance Date (subject to the proviso in the preceding sentence) the Revolving
Extensions of Credit shall not at any time exceed $50,000,000."
3. Amendment to Section 2.4. Section 2.4 of the Credit Agreement is
hereby amended by inserting the following new Section 2.4(d) immediately
following Section 2.4(c):
"(d) The sum of the Revolving Credit Commitments of all Revolving
Credit Lenders shall at no time exceed $50,000,000. Schedule 2.4(d) sets forth
the Revolving Credit Commitment of each Revolving Credit Lender."
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4. Amendment to Section 2.8(a). Section 2.8(a) of the Credit Agreement
is hereby amended by adding the following sentence to the end of the paragraph
thereto:
"For purposes of this Section 2.8(a) only, the Available Revolving
Credit Commitment shall equal $50,000,000."
5. Amendment to Section 2.11(g). Section 2.11 (g) of the Credit
Agreement is hereby amended by adding the following phrase immediately after
"7.2(o)":
"shall be applied toward the prepayment of the Term Loans and the
reduction of the Revolving Credit Commitments as set forth in Section 2.11 (d)."
6. Amendment to Section 2.11. Section 2.11 of the Credit Agreement is
hereby amended by adding the following new Section 2.11 (h) immediately
following Section 2.11(g):
"(h) With respect to the Revolving Commitments, if at the close of
business on any Business Day after the Sixth Amendment Effective Date, the
aggregate amount of cash held by the Borrowers and their Subsidiaries exceeds
$5,000,000, the Borrowers shall immediately prepay the outstanding Revolving
Loans in an amount equal to the difference between (x) the aggregate amount of
cash held by the Borrowers and their Subsidiaries and (y) $5,000,000. For the
avoidance of doubt, such prepayment under this Section 2.11(h) shall not be
subject to 2.11(d)."
7. Amendment to Section 4.16. Section 4.16 of the Credit Agreement is
hereby amended by adding the following sentence immediately after the last
sentence of such Section 4.16:
"Unless otherwise prohibited by this Agreement, the $30,000,000 in cash
equity received by Details DDi Corp. on or prior to the Sixth Amendment
Effective Date shall be used for working capital needs and general corporate
purposes of the Borrowers and their Subsidiaries in the ordinary course of
business."
8. Amendment to Section 6. Section 6 of the Credit Agreement is hereby
amended by adding the following new Section 6.14 immediately following Section
6.13:
"6.14. Details shall deposit the $30,000,000 in cash equity received by
it from DDi Corp. on or prior to the Sixth Amendment Effective Date in the
JPMorgan Chase Bank Qualified Account. The Lenders and the Borrowers hereby
agree that, to the extent applicable, the $30,000,000 in cash equity received by
Details from DDi Corp. shall not be subject to Section 2.11 (d)."
9. Amendment to Section 7.1(a). Section 7.1(a) of the Credit Agreement
is hereby amended by deleting such Section in its entirety and substituting in
lieu thereof the following:
"(a) Permit the amount that is the sum of (i) the amount of cash and
cash equivalents held by the Borrowers and their Subsidiaries in any Qualified
Accounts and (ii) the
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then aggregate Available Revolving Credit Commitments of all Revolving Credit
Lenders (which aggregate Available Revolving Credit Commitments, for purposes of
this Section 7.1(a), shall not exceed an aggregate amount equal to $25,000,000
at any time prior to the Fourth Quarter 2003 Compliance Date (provided, that on
such date, no Default or Event of Default shall have occurred and be
continuing)) (the "Liquidity Amount") at any time during the month ending on the
date set forth below to be less than the amount set forth opposite such date
below:
Month Ending Liquidity Amount
------------ ----------------
July 31, 2002 $49,000,000
August 31, 2002 $46,000,000
September 30, 2002 $43,000,000
October 31, 2002 $42,000,000
November 30, 2002 $40,000,000
December 31, 2002 $38,000,000
January 31, 2003 $37,000,000
February 28, 2003 $36,000,000
March 31, 2003 $35,000,000
April 30, 2003 $34,000,000
May 31, 2003 $33,000,000
June 30, 2003 $32,000,000
July 31, 2003 $32,000,000
August 31, 2003 $32,000,000
September 30, 2003 $31,000,000
October 31, 2003 $31,000,000
November 30, 2003 $32,000,000
December 31, 2003 $33,000,000"
10. Amendment to Section 7.1(b). Section 7.1(b) of the Credit
Agreement is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following:
"(b) Consolidated Senior Leverage Ratio. Permit the Consolidated Senior
Leverage Ratio as of the last day of any period of four consecutive fiscal
quarters of Details ending during any period set forth below to exceed the ratio
set forth below opposite such period:
Period Consolidated Senior Leverage
------ ----------------------------
Ratio
-----
January 1, 2003 through March 31, 2003 4.50 to 1.0
April 1, 2003 through June 30, 2003 2.50 to 1.0
July 1, 2003 through September 29, 2003 1.75 to 1.0
September 30, 2003 through thereafter 1.25 to 1.0"
11. Amendment to Section 7.1(c). Section 7.1(c) of the Credit
Agreement is hereby amended by deleting the date "July 1, 2003" and replacing in
lieu thereof the date "October 1, 2003".
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12. Addition of Section 7.1(d). Section 7.1 of the Credit Agreement is
hereby amended by deleting such section in its entirety and substituting in lieu
thereof the following new Section 7.1(d) to read as follows:
"(d) Minimum EBITDA. (i) Permit Consolidated EBITDA for the fiscal
quarter ending September 30, 2002 to be less than negative $3 million and (ii)
permit cumulative Consolidated EBITDA from the period commencing on July 1, 2002
to the last day of each fiscal quarter ending on a date set forth below to be
less than the amount set forth opposite such date:
Fiscal Quarter Ending Consolidated EBITDA
--------------------- -------------------
December 31, 2002 $ 1,000,000
March 31, 2003 $ 9,000,000
June 30, 2003 $18,000,000
September 30, 2003 $27,000,000
December 31, 2003 $38,000,000"
13. Amendment to Section 7.1. Section 7.1 of the Credit Agreement is
hereby amended by inserting after Section 7.1(d) the following new Section
7.1(e):
"(e) Minimum Consolidated Revenue. Permit the Consolidated Revenue for
the three-month period ending on the date set forth below to be less than the
amount set forth opposite such date below:
Date Consolidated Revenue
---- --------------------
July 31, 2002 $40,000,000
August 31, 2002 $40,000,000
September 30, 2002 $40,000,000
October 31, 2002 $40,000,000
November 30, 2002 $41,000,000
December 31, 2002 $42,000,000
January 31, 2003 $43,000,000
February 28, 2003 $44,000,000
March 31, 2003 $45,000,000
April 30, 2003 $46,000,000
May 31, 2003 $47,000,000
June 30, 2003 $48,000,000
July 31, 2003 $49,000,000
August 31, 2003 $50,000,000
September 30, 2003 $51,000,000
October 31, 2003 $52,000,000
November 30, 2003 $53,000,000
December 31, 2003 $54,000,000"
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14. Amendment to Section 7.2(m). Section 7.2(m) of the Credit
Agreement is hereby amended by (i) deleting the word "Fifth" and substituting
the word "Sixth" in lieu thereof, (ii) deleting "$5,000,000" and inserting in
lieu thereof "$1,000,000" and (iii) inserting after the word "outstanding" the
following:
"(other than such additional Indebtedness listed on Schedule 7.2(m)
annexed hereto)"
15. Amendment to 7.2(o). Section 7.2(o) is hereby amended by inserting
directly after the words "Qualified Account" the following words:
"(the "Section 7.2(o) Qualified Account")"
16. Amendment to Section 7.6(g). Section 7.6(g) of the Credit
Agreement is hereby amended by inserting directly before the semicolon at the
end of Section 7.6(g) the following:
", provided that at such time such payment of dividends is made
pursuant to this Section 7.6(g), DDi Corp. (which, for purposes of this Section
7.6(g) shall refer only to DDi Corp. and not to any of its subsidiaries) shall
have less than an amount equal to $1,000,000 in cash or cash equivalents"
17. Amendment to Section 7.6(h). Section 7.6(h) of the Credit
Agreement is hereby amended by deleting Section 7.6(h) in its entirety and
substituting in lieu thereof the following new Section 7.6(h):
"payments of convertible Indebtedness permitted under Section 7.2(o)."
18. Amendment to Section 7.7. Section 7.7 of the Credit Agreement is
hereby deleted in its entirety and the following substituted in lieu thereof:
"7.7 Limitation on Capital Expenditures. Make or commit to make (by way
of the acquisition of securities of a Person or otherwise) any Capital
Expenditure, except Capital Expenditures of the Borrowers and their Subsidiaries
in the ordinary course of business not exceeding in any fiscal year of Details
the amount set forth below opposite such fiscal year (the "Base CapEx Amount"):
Fiscal Year Base CapEx Amount
----------- -----------------
2002 $13,000,000
2003 $17,000,000"
19. Amendment to Section 7.8(i). Section 7.8(i) of the Credit
Agreement is hereby amended by deleting the words "Second Quarter 2003
Compliance Date" and substituting in lieu thereof the words "Fourth Quarter 2003
Compliance Date."
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20. Amendment to Section 7.8(j). Section 7.8(j) of the Credit Agreement
is hereby amended by (i) deleting the words "Second Quarter 2003 Compliance
Date" and substituting in lieu thereof the words "Fourth Quarter 2003 Compliance
Date" and (ii) deleting the words "the sum of $10,000,000 and the then unused
Permitted Expenditure Amount on the date upon which such investment is made" and
substituting in lieu thereof "$2,000,000".
21. Amendment to Section 7.11. Section 7.11 of the Credit Agreement is
hereby amended by inserting immediately following the words "Qualified Account"
the following words:
"held by JPMorgan Chase Bank, solely in its capacity as the bank
administering the deposit account, with account number 323-247490 (the "JPMorgan
Chase Bank Qualified Account")"
22. Amendment to Section 7.18. Section 7.18 of the Credit Agreement is
hereby amended by deleting such section in its entirety and substituting in lieu
thereof the following new section:
"Cash Accounts. Permit the aggregate amount of cash or cash equivalents
held by the Borrowers and their Subsidiaries that is not held in Qualified
Accounts to exceed $5,000,000. The requirements set forth in this Section 7.18
shall cease to apply from and after the Fourth Quarter 2003 Compliance Date,
provided, that on such date, no Default or Event of Default shall have occurred
and be continuing (including, without limitation, pursuant to Section 7.1 for
the fourth calendar quarter of 2003). It is further understood and agreed that
the $30,000,000 in cash equity received from DDi Corp. pursuant to the Sixth
Amendment shall be deposited in the JPMorgan Chase Bank Qualified Account."
23. Amendment to Section 11.5. Section 11.5 of the Credit Agreement is
hereby amended by inserting the phrase "and the reasonable fees and
disbursements of the Lenders' Advisors," immediately after the phrase "counsel
to the Administrative Agent" in clauses (a) and (b).
24. Amendment to Annex A. Annex A of the Credit Agreement is hereby
amended by inserting after the last sentence in the paragraph below the Pricing
Grid, the following:
"Until the delivery of the Company's financial statements for the
fiscal year ended December 31, 2002, the Applicable Margin for Eurodollar Loans,
ABR Loans, Swing Line Loans and Letters of Credit shall be 3.75%."
25. Amendment to Schedule 1.1A. Schedule 1.1A of the Credit Agreement
is hereby amended by deleting the column "Revolving Credit Commitment."
26. Amendment to Schedules. Schedule 2.4(d), as attached to the Sixth
Amendment hereto, is hereby added as a Schedule to the Credit Agreement.
Schedule 7.2(m), as attached to the Sixth Amendment hereto, is hereby added as a
Schedule to the Credit Agreement.
27. Waivers. (a) The Lenders hereby waive the occurrence and
continuance of the Event of Default for the Borrowers' failure to comply with
Section 7.2(o) and Section 7.18
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of the Credit Agreement with respect to the Section 7.2(o) Qualified Account,
provided that the Company shall be in full compliance by no later than July 31,
2002 with Section 7.2(o) and Section 7.18 with respect to the Section 7.2(o)
Qualified Account.
(b) The Lenders hereby waive the occurrence and continuance of the
Event of Default for the Borrowers' failure to comply with Section 6.10 of the
Credit Agreement, provided that the Company shall, by no later than July 31,
2002, take all actions necessary to be in full compliance with such Section
6.10.
(c) The Lenders hereby waive compliance with Section 7.8 of the Credit
Agreement only to the extent to allow the receipt by Dynamic Details,
Incorporated of a note in the amount of $150,000 bearing 6% interest per annum
from Link World Technologies in partial consideration for the sale by Dynamic
Details, Incorporated and the purchase by Link World Technologies of certain
assets located at the Moorpark, California facility being sold by Dynamic
Details, Incorporated to Link World Technologies, provided that such note is
pledged to the Administrative Agent, for the benefit of the Lenders, pursuant to
the Guarantee and Collateral Agreement,
28. Representations and Warranties. As of the date hereof and after
giving effect to this Sixth Amendment, the Company and each Borrower hereby
confirm, reaffirm and restate the representations and warranties made by it in
Section 4 of the Credit Agreement and otherwise in the Loan Documents to which
it is a party; provided that each reference to the Credit Agreement therein
shall be deemed to be a reference to the Credit Agreement after giving effect to
this Sixth Amendment. No Default or Event of Default has occurred and is
continuing that has not been waived by the Lenders hereunder.
29. Fees. The Borrowers agree to pay an amendment fee for the account
of each Lender that consents to this Sixth Amendment in the amount of 0.25% of
each such Lender's Commitment.
30. No later than July 31, 2002, the Borrowers agree to provide to the
Administrative Agent an Officer's Certificate, in form and substance reasonably
acceptable to the Administrative Agent, certifying as to the correctness and
completeness of the Schedules to the Guarantee and Collateral Agreement.
31. No Change. Except as expressly provided herein, no term or
provision of the Credit Agreement shall be amended, waived, modified or
supplemented, and each term and provision of the Credit Agreement shall remain
in full force and effect.
32. Effectiveness. This Sixth Amendment shall become effective upon the
satisfaction of the following conditions precedent and will be deemed to be
effective as of June 28, 2002:
(a) counterparts hereof duly executed by Company, the Borrowers and the
Required Lenders; the execution and delivery of this Sixth Amendment by any
Lender shall be binding upon each of its successors and assigns (including
assignees of its Commitments and Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its
9
Commitments and Loans, including any acquired subsequent to its execution and
delivery hereof and prior to the effectiveness hereof;
(b) the receipt by Dynamic Details, Incorporated of $30,000,000 in cash
equity from DDi Corp., which amount shall be deposited in full in the JPMorgan
Chase Bank Qualified Account;
(c) a copy of resolutions of each Borrower, certified by the Secretary
of such Borrower, authorizing the execution, delivery and performance of this
Sixth Amendment, which shall be in form and substance reasonably satisfactory to
the Administrative Agent and shall state that the resolutions thereby certified
have not been amended, modified, revoked or rescinded;
(d) a certificate of each of the Borrowers, dated as of the date
hereof, as to the incumbency and signature of the officers of such Borrower
executing this Sixth Amendment, which shall be in form and substance reasonably
satisfactory to the Administrative Agent;
(e) such other documents, instruments and agreements with respect to
the matters contemplated by this Sixth Amendment as the Administrative Agent
reasonably shall request, and all such documents, instruments and agreements
shall be in form and substance reasonably satisfactory to the Administrative
Agent; and
(f) the fees, expenses and retainer referred to in paragraphs 29 and 34
of this Sixth Amendment shall have been paid.
33. Counterparts. This Sixth Amendment may be executed by the parties
hereto in any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
34. Expenses. The Borrowers agree to pay or reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Sixth Amendment, including the reasonable fees, charges and disbursements of
Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Administrative Agent and the
reasonable fees, charges and disbursements of FTI/Xxxxxxxx & Xxxxx, L.L.C.,
including a retainer in the amount of $100,000, with respect to the business
plan and operational review performed and related on-going work.
35. GOVERNING LAW. THIS SIXTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written.
DDi CAPITAL CORP.
By: /s/ Xxxxxx X. Xxxxx
-------------------
Title: Vice President
DYNAMIC DETAILS, INCORPORATED
By: /s/ Xxxxxx X. Xxxxx
-------------------
Title: Vice President
DYNAMIC DETAILS, INCORPORATED, SILICON VALLEY
By: /s/ Xxxxxx X. Xxxxx
-------------------
Title: Vice President
JPMorgan Chase Bank, as
Administrative Agent, Collateral Agent,
Co-Syndication Agent and as a Lender
By: /s/ Xxxxxx XxXxxxxx
--------------------
Title: Vice President
HVB (Successor by Merger to Bank Austria Creditanstalt)
By: /s/ Xxxxx Xxxxx
----------------
Title: Director
CypressTree Investment Partners I, Ltd.
By: CypressTree Investment Management Company, Inc.,
As Portfolio Manager
By: /s/ Xxxxxxx Xxxxxx
-------------------
Title: Investment Analyst
CypressTree Investment Partners II, Ltd.
By: CypressTree Investment Management Company, Inc.,
As Portfolio Manager
By: /s/ Xxxxxxx Xxxxxx
-------------------
Title: Investment Analyst
Citizens Bank
By: /s/ Xxxxxxxx X Xxxxxx
----------------------
Title: Vice President
Fleet Bank
By: /s/ Xxxxxx X. Xxxxx
--------------------
Title: SVP
Xxxxxx Xxxxxxx Prime Income Trust
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Title: Executive Director
The Industrial Bank of Japan Trust Company (Successor by
merger to IBJ Whitehall Bank & Trust Company)
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Title: Senior Vice President
Xxx Xxxxxx Senior Floating Rate Fund
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Title: Executive Director
Dresdner Bank
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------
Title: Director
By: /s/ Xxxxxxx Xxxxxx
-------------------
Title: Associate
Grayston CLO 2001-01 Ltd.
By: Bear Xxxxxxx Asset Management Inc. as its
Collateral Manager
By: /s/ Xxxxx Xxxxxxxxxx
---------------------
Title: Associate Director
Pilgrim America High Income Investments Ltd.
By: ING Investments, LLC as its investment manager
By: /s/ Xxxx X. Xxxx, CFA
----------------------
Title: Vice President
Pilgrim CLO 1999-1 Ltd.
By: ING Investments, LLC as its investment manager
By: /s/ Xxxx X. Xxxx, CFA
----------------------
Title: Vice President
First Dominion Funding II
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Title: Authorized Signatory
Debt Strategies Fund, Inc.
By: /s/ Harsh Xxxxx
----------------------
Title: Vice President
Xxxxxxx Xxxxx Prime Rate Portfolio
By: Xxxxxxx Xxxxx Investment Managers, L.P. as Investment
Advisor
By: /s/ Harsh Xxxxx
----------------------
Title: Vice President
Xxxxxxx Xxxxx Senior Floating Rate Fund, Inc.
By: /s/ Harsh Xxxxx
----------------------
Title: Vice President
Master Senior Floating Rate Trust
By: /s/ Harsh Xxxxx
----------------------
Title: Vice President
Bank of Nova Scotia
By: /s/ Xxxx Xxxxxxx
----------------------
Title: Director
Xxxxx Point II CBO 2000-1 Ltd.
By: Sankaty Advisors, LLC, as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
-------------------------
Title: Managing Director
Portfolio Manager
Sankaty High Yield Asset Partners, L.P.
By: /s/ Xxxxx X. Xxxxx
----------------------
Title: Managing Director
Portfolio Manager
Sankaty High Yield Asset Partners II, L.P.
By: /s/ Xxxxx X. Xxxxx
----------------------
Title: Managing Director
Portfolio Manager
IBM Credit Corporation
By: /s/ Xxxxxx X. Xxxxxx
----------------------
Title: Manager of Credit
Toronto Dominion (New York), Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------
Title: Vice President
Indosuez Capital Funding HA, Limited
By: /s/ Xxxx X. Xxxxx
-------------------------
Title: Principal
Indosuez Capital Funding IV, L.P.,
By: RBC Leveraged Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Title: Director
Massachusetts Mutual Life Insurance Company
By: Xxxxx X. Xxxxxx & Company Inc. as Investment
Adviser
By: /s/ Xxxx X. Xxxxxxx
------------------------
Title: Managing Director
Massachusetts High Yield Partners II LLC
By: HYP Management, Inc. as Managing Member
By: /s/ Xxxx X. Xxxxxxx
------------------------
Title: Managing Director
Xxxxxx CDO, Limited
By: Xxxxx X. Xxxxxx & Company Inc. under delegated
authority from Massachusetts Mutual Life Insurance
Company as Collateral Manager
By: /s/ Xxxx X. Xxxxxxx
------------------------
Title: Managing Director
Deutsche Bank Trust Company Americas
By: /s/ Xxxxxxxxx Xxxx
-------------------------
Title: Vice President
Harbour Town Funding Trust
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------
Title: Authorized Agent
Crescent/Mach I Partners, L.P.
By: TCW Asset Management Company,
Its Investment Manager
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------
Title: Managing Director
TCW Select Loan Fund, Limited
By: TCW Advisors Inc., as its Collateral Manager
By: /s/ G. Xxxxxx Xxxxx
------------------------
Title: Vice President
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------
Title: Managing Director
KZH Crescent-2 LLC
By: /s/ Xxxxx Xxx
-------------------------
Authorized Agent
KZH Crescent-3 LLC
By: /s/ Xxxxx Xxx
-------------------------
Authorized Agent
KZH CypressTree-1 LLC
By: /s/ Xxxxx Xxx
-------------------------
Authorized Agent
Each of the undersigned hereby consents to the foregoing Sixth Amendment
and hereby confirms, reaffirms and restates that its obligations under or in
respect of the Credit Agreement and the documents related thereto to which it is
a party are and shall remain in full force and effect after giving effect to the
foregoing Sixth Amendment.
DYNAMIC DETAILS, INCORPORATED, VIRGINIA
By: /s/ Xxxxxx X. Xxxxx
--------------------
Title: Vice President
DYNAMIC DETAILS TEXAS, L.P.
By: Dynamic Details Texas Holdings Corp.
By: /s/ Xxxxxx X. Xxxxx
--------------------
Title: Vice President
By: DDi-TEXAS INTERMEDIATE HOLDINGS, L.L.C.
By: /s/ Xxxxxx X. Xxxxx
--------------------
Title: Vice President
By: DYNAMIC DETAILS TEXAS HOLDINGS CORP.
By: /s/ Xxxxxx X. Xxxxx
--------------------
Title: Vice President
By: DYNAMIC DETAILS INCORPORATED,
COLORADO SPRINGS
By: /s/ Xxxxxx X. Xxxxx
--------------------
Title: Vice President
By: DYNAMIC DETAILS INCORPORATED, TEXAS
By: /s/ Xxxxxx X. Xxxxx
--------------------
Title: Vice President
SCHEDULE 2.4(d)
REVOLVING CREDIT COMMITMENTS
--------------------------------------------------------------------------------
Lender Revolving Credit Commitment
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
JPMorgan Chase Bank $ 16,500,000.00
--------------------------------------------------------------------------------
IBM Credit Corporation $ 8,000,000.00
--------------------------------------------------------------------------------
Deutsche Bank Trust Company Americas $ 4,500,000.00
--------------------------------------------------------------------------------
Citizens Bank of Massachusetts $ 4,000,000.00
--------------------------------------------------------------------------------
Dresdner Bank AG $ 4,000,000.00
--------------------------------------------------------------------------------
Bank of Nova Scotia $ 3,000,000.00
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BankBoston, N.A. $ 3,000,000.00
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Fleet Bank, N.A. $ 3,000,000.00
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Bank Austria Creditanstalt Corp. Fin. $ 2,000,000.00
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IBJ Whitehall Bank & Trust Co. $ 2,000,000.00
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Total $ 50,000,000.00
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SCHEDULE 7.2(m)
ADDITIONAL INDEBTEDNESS UNDER SECTION 7.2(m)
None
