EXHIBIT 10.3.2
FIRST AMENDMENT
FIRST AMENDMENT, dated as of March 10, 1999 (this "Amendment") to
the Credit Agreement, dated as of July 23, 1998 (as 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) THE
CHASE MANHATTAN BANK ("Chase"), as collateral, co-syndication and administrative
agent (in such capacity, the "Administrative Agent").
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement the Lenders have agreed to
make, and have made, certain Loans to the Borrowers;
WHEREAS, 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. Defined Terms. Capitalized terms used herein and not otherwise
defined are used herein as defined in the Credit Agreement.
2. Addition of Definitions. Subsection 1.1 of the Credit Agreement
is hereby amended by inserting therein the following new defined term in
appropriate alphabetical order:
"Design Business" : shall mean the business of designing and
developing electronic products and components of such products and
providing services related thereto.
"Designco" : Dynamic Details Design, LLC, a Delaware limited
liability company, a wholly owned subsidiary of New Intermediate Holdco
engaged only in the Design Business.
3. Amendments to Subsection 7.6. (i) Section 7.6 of the Credit
Agreement is hereby amended by adding the following clause (f) at the end
thereof:
(f) dividends to the Company in an aggregate amount during the term
of this Agreement, which when combined with the aggregate amount of
investments made in reliance on Section 7.8(j), shall not exceed the
sum of
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$10,000,000 and the then unused Permitted Expenditure Amount on the
date such dividend is made. The proceeds of such dividends shall
then be paid as a dividend by the Company to New Intermediate Holdco
for investment in Designco.
(ii) Section 7.6 of the Credit Agreement (as amended by the
immediately preceding provision) is further amended by adding at the end thereof
(as a new paragraph which modifies the entire proviso thereto) the following:
Notwithstanding anything to the contrary in this Section 7.6, no
Restricted Payment shall be made in reliance upon clause (b), (d),
(e) or (f) above at any time when Holdings and its Subsidiaries
(other than the Company and its Subsidiaries) shall have cash or
Cash Equivalents in an aggregate amount in excess of $500,000.
4. Amendment to Section 7.8. Subsection 7.8(j) of the Credit
Agreement hereby is amended by deleting clause (j) thereof in its entirety and
by substituting therefor the following:
(j) in addition to investments otherwise expressly permitted by this
Section 7.8, investments by Details or any of its Subsidiaries in an
aggregate amount (valued at cost, but net of returns of capital from
such investments) during the term of this Agreement, which when
combined with the aggregate amount of dividends paid in reliance on
Section 7.6(f), shall not exceed the sum of $10,000,000 and the then
unused Permitted Expenditure Amount on the date upon which such
investment is made.
5. Amendment to Section 8(m). Section 8 of the Credit Agreement
hereby is amended by deleting clause (m) thereof in its entirety and by
substituting therefor the following:
"(m) (i) Holdings shall conduct, transact or otherwise engage in, or
commit to conduct, transact or otherwise engage in, any business or
operations, other than those incidental to its ownership of the Capital
Stock of New Intermediate Holdco; (ii) New Intermediate Holdco shall
conduct, transact or otherwise engage in, or commit to conduct, transact
or otherwise engage in, any business or operations, other than (A) those
incidental to its ownership of the Capital Stock of the Company and DCI
and all the membership interests in Designco and (B) the making of the
loan referred to in Section 5.1(b)(iii) prior to the Second Closing Date;
(iii) Designco shall conduct, transact or otherwise engage in, or commit
to conduct, transact or otherwise engage in, any business or operations,
other than the Design Business; (iv) Holdings or New Intermediate Holdco
shall incur, create, assume or suffer to exist any Indebtedness or other
liabilities or financial obligations, other than (A) nonconsensual
obligations imposed by operation of law, (B) in the case of New
Intermediate Holdco, the New Intermediate Holdco Notes, (C) obligations
with respect to its Capital Stock, (D) in the case of Holdings or New
Intermediate Holdco, Indebtedness incurred to finance AHYDO Payment and
(E) the
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obligations of Holdings under its cash bonus plan on terms in existence on
the date hereof; (v) Holdings shall own, lease, manage or otherwise
operate any properties or assets (including cash and Cash Equivalents),
other than Capital Stock of New Intermediate Holdco; or (vi) New
Intermediate Holdco shall own, lease, manage or otherwise operate any
properties or assets (including cash and Cash Equivalents), other than (A)
the Capital Stock of the Company, all the membership interests in Designco
and (prior to the Second Closing Date) the Capital Stock of DCI and (B)
cash received directly or indirectly in connection with dividends paid by
Details in accordance with Section 7.6 pending application in the manner
contemplated by said Section; or"
6. Effectiveness. This Amendment shall become effective on the date
on which the following conditions precedent shall have been satisfied (such
date, the "Effective Date"):
(a) the Administrative Agent shall have received counterparts of
this Amendment, duly executed and delivered by Holdings, the Borrowers and
the Required Lenders;
(b) such amendments to the Guarantee and Collateral Agreement as the
Administrative Agent reasonably shall request in order to provide to the
Administrative Agent a first priority perfected security interest in all
of the membership interests of Designco; and
(d) such other documents, instruments and agreements with respect to
the matters contemplated by this Amendment as the Administrative Agent
reasonably shall request; all such documents, instruments and agreements
shall be reasonably satisfactory to the Administrative Agent.
7. Representations and Warranties. As of the date hereof and after
giving effect to this Amendment, Holdings and each Borrower hereby confirms,
reaffirms and restates the representations and warranties made by it in Section
4 of the Credit Agreement and otherwise in the Credit 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
Consent. No Default or Event of Default has occurred and is continuing.
8. Continuing Effect; No Other Amendments. Except as expressly
amended or waived hereby, 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 and waivers 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.
9. GOVERNING LAW; Counterparts. (a) 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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(b) This Amendment may be executed in any number of counterparts,
all of which counterparts, taken together, shall constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
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:
DYNAMIC DETAILS, INCORPORATED
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Title:
DYNAMIC DETAILS INCORPORATED,
SILICON VALLEY
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent, Collateral Agent, Co-
Syndication Agent and as a Lender
By: /s/ Xxxxxx XxXxxxxx
---------------------------------
Title: Xxxxxx XxXxxxxx
Vice President
BANKERS TRUST COMPANY, as
Documentation Agent, Co-Syndication Agent
and as a Lender
By:
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Title:
