Exhibit 10.8
EXECUTION VERSION
AMENDED AND RESTATED PLEDGE AGREEMENT
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Agreement") dated as of March 30, 2007, is made by DYNAMIC DETAILS,
INCORPORATED, a California corporation ("Details"), DYNAMIC DETAILS,
INCORPORATED, VIRGINIA, a Delaware corporation ("Virginia"), DYNAMIC DETAILS
INCORPORATED, SILICON VALLEY, a Delaware corporation ("Valley"), DDI SALES
CORP., a Delaware corporation ("Sales"), SOVEREIGN CIRCUITS, INC., an Ohio
corporation ("Sovereign Inc."), SOVEREIGN FLEX PRODUCTS LLC., an Ohio limited
liability company ("Sovereign Flex" and together with Sovereign Inc.; Details,
Virginia, Valley and Sales are sometimes referred to herein as "Borrowers" and
individually as a "Borrower"), LAMINATE TECHNOLOGY CORP., a Delaware corporation
("Laminate" and together with Details, Virginia and Valley are sometimes
collectively referred to herein as, "Original Borrowers"), DDI CORP., a Delaware
corporation ("DDi"), DDI INTERMEDIATE HOLDINGS CORP., a California corporation
("Intermediate"), DDI CAPITAL CORP., a California corporation ("Capital"),
DYNAMIC DETAILS INCORPORATED, COLORADO SPRINGS, a Colorado corporation
("Colorado"), DYNAMIC DETAILS TEXAS, LLC, a Delaware limited liability company
("Texas"), DDI-TEXAS INTERMEDIATE PARTNERS II, L.L.C., a Delaware limited
liability company ("DTIP"), DDI-TEXAS INTERMEDIATE HOLDINGS II, L.L.C., a
Delaware limited liability company ("DTIH"), DYNAMIC DETAILS, L.P., a Delaware
limited partnership ("DDLP" and together with, DDi, Intermediate, Capital,
Colorado, Laminate, Texas, DTIP and DTIH are sometimes collectively referred to
herein as "Guarantors" and individually as a "Guarantor") (Borrowers and
Guarantors are sometimes collectively referred to herein as "Pledgors" and
individually as a "Pledgor"), in favor of GENERAL ELECTRIC CAPITAL CORPORATION,
a Delaware corporation, as agent (in such capacity, "Agent") for the lenders
("Lenders") from time to time party to the Credit Agreement (as defined below).
RECITALS
A. Borrowers, Guarantors, Agent and Lenders are parties to that
certain Amended and Restated Credit Agreement (as the same may be amended,
restated, supplemented or otherwise modified from time to time, including all
annexes, exhibits and schedules thereto, the "Credit Agreement") of even date
herewith, which Credit Agreement amends and restates in its entirety the Credit
Agreement (as amended) (the "Original Credit Agreement") dated as of March 30,
2004 and entered into by and among the Original Borrowers, Guarantors, Agent and
Lenders (the "Loan Parties").
B. Pursuant to the Credit Agreement, Lenders have agreed to extend
certain additional financial accommodations to or for the direct or indirect
benefit of Grantors and to maintain and make Loans under the Original Credit
Agreement.
C. Each Pledgor is the record and beneficial owner of the shares of or
interests in Stock (as defined in the Credit Agreement) listed as owned by it in
PART A of SCHEDULE I hereto and the owner of the promissory notes and other
Instruments (as defined in the Credit Agreement) and the beneficiary of the
letters of credit listed as held by it in PART B of SCHEDULE I hereto.
AMENDED AND RESTATED PLEDGE AGREEMENT
D. Each Pledgor is either a direct or indirect beneficiary of the
financial accommodations made available to Borrowers under the Credit Agreement.
E. In order to induce Lenders to extend the financial accommodations
as provided for in the Credit Agreement, each Pledgor has agreed to pledge the
Pledged Collateral (as hereinafter defined) to Agent, for the benefit of Agent
and Lenders, in accordance with the terms hereof and pursuant thereto to amend
and restate in its entirety and continue the effectiveness of the Pledge
Agreement (the "Original Pledge Agreement") dated as of March 30, 2004 and
entered into by and among the Loan Parties in favor of Agent, for the benefit of
Agent and Lenders, to secure the Obligations (as defined in the Original Pledge
Agreement. These recitals shall be construed as part of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each Pledgor and Agent agree
as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms or
matters of construction defined or established in ANNEX A to the Credit
Agreement shall be applied herein as defined or established therein, and the
following terms shall have (unless otherwise provided elsewhere in this
Agreement) the following respective meanings (such meanings being equally
applicable to both the singular and plural form of the terms defined):
"Pledged Collateral" shall have the meaning assigned to it in SECTION
2.
"Pledged Entity" shall mean an issuer of Pledged Stock or Pledged
Indebtedness.
"Pledged Indebtedness" shall mean the Indebtedness evidenced by the
promissory notes, other Instruments and letters of credit listed on PART B of
SCHEDULE I.
"Pledged Stock" shall mean those shares of or interest in Stock listed
in PART A of SCHEDULE I.
2. Pledge. Each Pledgor hereby pledges and grants to Agent, for the
benefit of Agent and Lenders, a first priority Lien on all of its right, title
and interest in and to all of the following (collectively, the "Pledged
Collateral"):
(a) the Pledged Stock owned by it and the certificates, if any,
representing such Pledged Stock, and all dividends, distributions, cash,
Instruments and other property or Proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such Pledged Stock;
(b) such portion, as determined by Agent as provided in SECTION 6(D)
below, of any additional shares of or interests in Stock of a Pledged Entity
from time to time acquired by such Pledgor in any manner (which shares or
interests shall be deemed to be part of the Pledged Stock owned by such
Pledgor), and the certificates, if any, representing such additional shares or
interests, and all dividends, distributions, cash, Instruments and other
property or Proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such Stock;
(c) the Pledged Indebtedness held by it and the promissory notes,
other Instruments and letters of credit evidencing such Pledged Indebtedness,
and all interest, cash, Instruments and other property and assets from time to
time received, receivable or otherwise distributed in respect of such Pledged
Indebtedness; and
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(d) all additional Indebtedness arising after the date hereof and
owing to such Pledgor and evidenced by promissory notes, other Instruments or
letters of credit, together with such promissory notes, Instruments and letters
of credit, and all interest, cash, Instruments and other property and assets
from time to time received, receivable or otherwise distributed in respect of
such Pledged Indebtedness.
3. Security for Obligations. This Agreement secures, and the Pledged
Collateral is security for, the prompt payment in full when due, whether at
stated maturity, by acceleration or otherwise, and performance of the
Obligations (specifically including each Borrower's Obligations arising under
the cross-guaranty provisions of Section 12 of the Credit Agreement and each
Guarantor's obligations arising under the Guaranties).
4. Delivery of Pledged Collateral. All certificates and all promissory
notes, other Instruments and letters of credit evidencing the Pledged Collateral
shall be delivered to and held by or on behalf of Agent, for the benefit of
Agent and Lenders, pursuant hereto. All Pledged Stock shall be accompanied by
duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to Agent and all promissory notes or other Instruments
evidencing the Pledged Indebtedness shall be endorsed by the Pledgor pledging
such Pledged Indebtedness.
5. Representations and Warranties. Each Pledgor represents and
warrants to Agent that:
(a) (i) Such Pledgor is, and at the time of delivery of the Pledged
Stock owned by it to Agent will be, the sole holder of record and the sole
beneficial owner of such Pledged Collateral pledged by it free and clear of any
Lien thereon or affecting the title thereto, except for (A) any Lien created by
this Agreement or the other Loan Documents and (B) Permitted Encumbrances, and
(ii) such Pledgor is, and at the time of delivery of the Pledged Indebtedness
held by it to Agent will be, the sole owner and holder of such Pledged
Collateral free and clear of any Lien thereon or affecting title thereto, except
for (A) any Lien created by this Agreement or the other Loan Documents and (B)
Permitted Encumbrances.
(b) (i) All of the Pledged Stock owned by such Pledgor has been duly
authorized, validly issued and is fully paid and nonassessable and (ii) the
Pledged Indebtedness held by such Pledgor has been duly authorized,
authenticated or issued and delivered by, and constitutes the legal, valid and
binding obligation of, each Pledged Entity issuing same, and no such Pledged
Entity is in default thereunder.
(c) Such Pledgor has the right and requisite authority to pledge,
assign, transfer, deliver, deposit and set over the Pledged Collateral pledged
by such Pledgor to Agent as provided herein.
(d) None of the Pledged Stock or Pledged Indebtedness owned or held by
such Pledgor has been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction to which
such issuance or transfer may be subject.
(e) Such Pledgor is the sole owner of the Pledged Stock pledged by it
hereunder and such Pledged Stock, if certificated, is presently represented by
the certificates listed in PART A of SCHEDULE I. Except as listed on SCHEDULE
III, as of the date hereof, there are no existing options, warrants, calls or
commitments of any character whatsoever relating to the Pledged Stock pledged by
such Pledgor hereunder.
(f) No consent, approval, authorization or other order or other action
by, and no notice to or filing with, any Governmental Authority or any other
Person is required (i) for the
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pledge by such Pledgor of the Pledged Collateral owned or held by it pursuant to
this Agreement or for the execution, delivery or performance of this Agreement
by such Pledgor, or (ii) for the exercise by Agent of the voting or other rights
provided for in this Agreement or the remedies in respect of such Pledged
Collateral pursuant to this Agreement, except as may be required in connection
with such disposition by laws affecting the offering and sale of securities
generally.
(g) The pledge, assignment and delivery of the Pledged Collateral
owned or held by it pursuant to this Agreement will create a valid first
priority Lien on and a first priority perfected security interest in favor of
Agent, for the benefit of Agent and Lenders, upon such Pledged Collateral and
the Proceeds thereof, securing the payment of the Obligations, subject to no
other Lien except for (i) any Lien created by this Agreement or the other Loan
Documents and (ii) Permitted Encumbrances.
(h) This Agreement has been duly authorized, executed and delivered by
such Pledgor and constitutes a legal, valid and binding obligation of such
Pledgor enforceable against such Pledgor in accordance with its terms.
(i) Unless as otherwise noted in PART A of SCHEDULE 1, the Pledged
Stock constitutes 100% of the issued and outstanding shares of Stock of each
Pledged Entity.
(j) Except as disclosed in PART B of SCHEDULE I, none of the Pledged
Indebtedness held by such Pledgor is subordinated in right of payment to other
Indebtedness (except for the Obligations) or subject to the terms of an
indenture.
The representations and warranties set forth in this SECTION 5 shall survive the
execution and delivery of this Agreement.
6. Covenants. Each Pledgor covenants and agrees that until the
Termination Date:
(a) Without the prior written consent of Agent, such Pledgor will not
sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to
any Pledged Collateral owned or held by it, or any unpaid dividends, interest or
other distributions or payments with respect to such Pledged Collateral, or
xxxxx x Xxxx on such Pledged Collateral, except as otherwise expressly permitted
by the Credit Agreement;
(b) Such Pledgor will, at its expense, promptly execute, acknowledge
and deliver all such Instruments and deliver letters of credit and take any
other action deemed necessary or desirable by Agent in order to protect and
perfect the Lien in favor of Agent, for the benefit of Agent and Lenders, upon
the Pledged Collateral, including the filing of any necessary Code financing
statements, which may be filed by Agent without the signature of such Pledgor,
and will cooperate with Agent, at such Pledgor's expense, in obtaining all
necessary approvals and making all necessary filings under federal, state, local
or foreign law in connection with such Liens or any sale or transfer of such
Pledged Collateral;
(c) Such Pledgor has and will defend the title to the Pledged
Collateral owned or held by it and the Liens of Agent in such Pledged Collateral
against the claim of any Person and will maintain and preserve such Liens; and
(d) Such Pledgor will, upon obtaining ownership of any additional
Stock (subject to a 65% limitation in the case of additional Stock of any entity
organized under the laws of any jurisdiction other than the United States),
promissory notes or other Instruments or letters of credit of a Pledged Entity
or Stock, promissory notes or other Instruments or letters of credit otherwise
required to be pledged to Agent pursuant to any of the Loan Documents that
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does not already constitute Pledged Collateral hereunder, promptly (and in any
event within five Business Days after it acquires any such additional Stock,
notes or other Instruments or letters of credit) deliver to Agent a Pledge
Amendment, duly executed by such Pledgor, in substantially the form of SCHEDULE
II (each, a "Pledge Amendment"), in respect of any such additional Stock, notes
or other Instruments or letters of credit, pursuant to which such Pledgor shall
deliver and pledge to Agent all of such additional Stock, notes and other
Instruments or letters of credit. Such Pledgor hereby authorizes Agent to attach
each such Pledge Amendment to this Agreement and agrees that all Pledged Stock
and Pledged Indebtedness listed in any such Pledge Amendment and delivered to
Agent concurrently with Pledgor's delivery of such Pledge Amendment shall for
all purposes hereunder be considered Pledged Collateral.
7. Pledgor's Rights. So long as no Default or Event of Default shall
have occurred and be continuing and until written notice shall be given to any
Pledgor in accordance with SECTION 8(A):
(a) Each Pledgor shall have the right, from time to time, to vote and
give consents with respect to the Pledged Collateral pledged by it hereunder or
any part thereof for all purposes not inconsistent with the provisions of this
Agreement, the Credit Agreement or any other Loan Document; provided, that no
vote shall be cast, and no consent shall be given or action taken, that would
have the effect of impairing the position or interest of Agent in respect of the
Pledged Collateral or that would authorize, effect or consent to (unless and to
the extent expressly permitted by the Credit Agreement):
(i) the dissolution or liquidation, in whole or in part, of a
Pledged Entity;
(ii) the consolidation or merger of a Pledged Entity with any
other Person;
(iii) the sale, disposition or encumbrance of all or
substantially all of the assets of a Pledged Entity, except for Liens in
favor of Agent;
(iv) any change in the authorized number of shares, the stated
capital or the authorized share capital of, or the interests in, a Pledged
Entity or the issuance of any additional shares of or interests in its
Stock; or
(v) the alteration of the voting rights with respect to the Stock
of a Pledged Entity.
(b) Each Pledgor shall be entitled, from time to time, to collect and
receive for its own use all cash dividends and interest paid in respect of the
Pledged Stock and Pledged Indebtedness pledged by it hereunder to the extent not
in violation of the Credit Agreement, except for any and all: (i) dividends and
interest paid or payable other than in cash in respect of any such Pledged
Collateral, Instruments and other property received, receivable or otherwise
distributed in respect of, or in exchange for, any such Pledged Collateral; (ii)
dividends and other distributions paid or payable in cash in respect of any such
Pledged Stock in connection with a partial or total liquidation or dissolution
or in connection with a reduction of capital, capital surplus or paid-in capital
of a Pledged Entity; and (iii) cash paid, payable or otherwise distributed in
respect of principal of, or in redemption of, or in exchange for, any such
Pledged Collateral; provided, that until actually paid all rights to such
distributions shall remain subject to the Lien in favor of Agent created by this
Agreement and the other Loan Documents.
(c) Upon the occurrence and during the continuance of an Event of
Default, all dividends and interest (other than such cash dividends and interest
as are permitted to be paid
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to each Pledgor in accordance with CLAUSE (B) above) and all other distributions
in respect of any of the Pledged Stock or Pledged Indebtedness, whenever paid or
made, shall be delivered to Agent to hold as Pledged Collateral and shall, if
received by such Pledgor, be received in trust for the benefit of Agent, for the
benefit of Agent and Lenders, be segregated from the other property or funds of
such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the
same form as so received (with any necessary indorsements).
8. Defaults and Remedies; Proxy.
(a) Upon the occurrence and during the continuation of any Event of
Default, and concurrently with written notice to any Pledgor, Agent (personally
or through an agent) is hereby authorized and empowered to transfer and register
in its name or in the name of its nominee the whole or any part of the Pledged
Collateral pledged by such Pledgor hereunder, to exchange certificates or
Instruments representing or evidencing such Pledged Collateral for certificates
or Instruments of smaller or larger denominations, to exercise the voting and
all other rights as a holder with respect thereto, to collect and receive all
cash dividends, interest, principal and other distributions made thereon, to
sell in one or more sales after ten days' notice of the time and place of any
public sale or of the time at which a private sale is to take place (which
notice such Pledgor agrees is commercially reasonable) the whole or any part of
such Pledged Collateral and to otherwise act with respect to such Pledged
Collateral as though Agent were the outright owner thereof. Any sale shall be
made at a public or private sale at Agent's place of business, or at any place
to be named in the notice of sale, either for cash or upon credit or for future
delivery at such price as Agent may deem fair, and Agent may be the purchaser of
the whole or any part of such Pledged Collateral so sold and hold the same
thereafter in its own right free from any claim of any Pledgor or any right of
redemption. Each sale shall be made to the highest bidder, but Agent reserves
the right to reject any and all bids at such sale that, in its discretion, it
shall deem inadequate. Demands of performance, except as otherwise herein
specifically provided for, notices of sale, advertisements and the presence of
property at sale are hereby waived and any sale hereunder may be conducted by an
auctioneer or any officer or agent of Agent. EACH PLEDGOR HEREBY REVOKES ALL
PREVIOUS PROXIES WITH REGARD TO THE PLEDGED STOCK AND IRREVOCABLY CONSTITUTES
AND APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF SUCH PLEDGOR WITH
RESPECT TO THE PLEDGED COLLATERAL PLEDGED BY SUCH PLEDGOR HEREUNDER, INCLUDING
THE RIGHT TO VOTE THE PLEDGED STOCK OF SUCH PLEDGOR, WITH FULL POWER OF
SUBSTITUTION TO DO SO. THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT IS
COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE. IN
ADDITION TO THE RIGHT TO VOTE THE PLEDGED STOCK OF SUCH PLEDGOR, THE APPOINTMENT
OF AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL
OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED
STOCK WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF
SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH
MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE
NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF SUCH PLEDGED STOCK ON THE
RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH
PLEDGED STOCK OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE OF AN EVENT
OF DEFAULT. NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT HAVE ANY DUTY TO
EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY
FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.
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(b) If, at the original time or times appointed for the sale of the
whole or any part of the Pledged Collateral pledged by any Pledgor hereunder,
(i) the highest bid, if there is but one sale, shall be inadequate to discharge
in full all the Obligations, or (ii) such Pledged Collateral is offered for sale
in lots, the highest bid for the lot offered for sale at any of such sales would
indicate to Agent, in its discretion, that the proceeds of the sales of the
whole of such Pledged Collateral would be unlikely to be sufficient to discharge
all the Obligations, then Agent may, on one or more occasions and in its
discretion, postpone any of said sales by public announcement at the time of
sale or the time of previous postponement of sale, and no other notice of such
postponement or postponements of sale need be given, any other notice being
hereby waived; provided, that any sale or sales made after such postponement
shall be after ten days' notice to such Pledgor.
(c) If, following the occurrence and during the continuance of an
Event of Default, Agent in its reasonable credit judgment determines that, in
connection with any actual or contemplated exercise of its rights (when
permitted under this SECTION 8) to sell the whole or any part of the Pledged
Collateral hereunder, it is necessary or advisable to effect a public
registration of all or part of the Pledged Collateral pursuant to the Securities
Act of 1933, as amended (or any similar statute then in effect) (the "Securities
Act"), then each Pledgor shall, in an expeditious manner, cause the Pledged
Entity that issued Pledged Collateral owned or held by it to:
(i) Prepare and file with the Securities and Exchange Commission
(the "Commission") a registration statement with respect to the Pledged
Stock owned by it and in good faith use commercially reasonable efforts to
cause such registration statement to become and remain effective;
(ii) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities Act
with respect to the sale or other disposition of the Pledged Stock covered
by such registration statement whenever Agent shall desire to sell or
otherwise dispose of such Pledged Stock;
(iii) Furnish to Agent such numbers of copies of a prospectus and
a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as Agent may request in order to
facilitate the public sale or other disposition by Agent of the Pledged
Stock owned by it;
(iv) Use commercially reasonable efforts to register or qualify
the Pledged Stock covered by such registration statement under such other
securities or blue sky laws of such jurisdictions within the United States
and Puerto Rico as Agent shall request, and do such other reasonable acts
and things as may be required of it to enable Agent to consummate the
public sale or other disposition by Agent in such jurisdictions of such
Pledged Stock by Agent;
(v) Furnish, at the request of Agent, on the date that Pledged
Stock owned or held by it is delivered to the underwriters for sale
pursuant to such registration or, if the security is not being sold through
underwriters, on the date that the registration statement with respect to
such Pledged Stock becomes effective, (A) an opinion, dated such date, of
the independent counsel representing such registrant for the purposes of
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such registration, addressed to the underwriters, if any, and in the event
such Pledged Stock is not being sold through underwriters, then to Agent,
in customary form and covering matters of the type customarily covered in
such legal opinions; and (B) a comfort letter, dated such date, from the
independent certified public accountants of such registrant, addressed to
the underwriters, if any, and in the event such Pledged Stock is not being
sold through underwriters, then to Agent, in a customary form and covering
matters of the type customarily covered by such comfort letters and as the
underwriters or Agent shall reasonably request. The opinion of counsel
referred to above shall additionally cover such other legal matters with
respect to the registration in respect of which such opinion is being given
as Agent may reasonably request. The comfort letter referred to above from
the independent certified public accountants shall additionally cover such
other financial matters (including information as to the period ending not
more than five Business Days prior to the date of such letter) with respect
to the registration in respect of which such letter is being given as Agent
may reasonably request; and
(vi) Otherwise use commercially reasonable efforts to comply with
all applicable rules and regulations of the Commission, and make available
to its security holders, as soon as reasonably practicable but not later
than 18 months after the effective date of such registration statement, an
earnings statement covering the period of at least 12 months beginning with
the first full month after the effective date of such registration
statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act.
(d) All expenses incurred in complying with SECTION 8(C), including,
without limitation, all registration and filing fees (including all expenses
incident to filing with the National Association of Securities Dealers, Inc.),
printing expenses, fees and disbursements of counsel for the registrant, the
fees and expenses of counsel for Agent, expenses of the independent certified
public accountants (including any special audits incident to or required by any
such registration) and expenses of complying with the securities or blue sky
laws of any jurisdictions, shall be paid by Pledgors.
(e) If, at any time when Agent shall determine to exercise its right
to sell the whole or any part of the Pledged Collateral hereunder, such Pledged
Collateral or the part thereof to be sold shall not, for any reason whatsoever,
be effectively registered under the Securities Act (or any similar statute),
then Agent may, in its discretion (subject only to applicable requirements of
law), sell such Pledged Collateral or part thereof by private sale in such
manner and under such circumstances as Agent may deem necessary or advisable,
but subject to the other requirements of this SECTION 8, and shall not be
required to effect such registration or to cause the same to be effected.
Without limiting the generality of the foregoing, in any such event, Agent in
its discretion may (1) in accordance with applicable securities laws proceed to
make such private sale notwithstanding that a registration statement for the
purpose of registering such Pledged Collateral or part thereof could be or shall
have been filed under the Securities Act (or similar statute), (2) approach and
negotiate with a single possible purchaser to effect such sale, and (3) restrict
such sale to a purchaser who is an accredited investor under the Securities Act
and who will represent and agree that such purchaser is purchasing for its own
account, for investment and not with a view to the distribution or sale of such
Pledged Collateral or any part thereof. In addition to a private sale as
provided above in this SECTION 8, if any of the Pledged Collateral shall not be
freely distributable to the public without registration under the Securities Act
(or similar statute) at the time of any proposed sale pursuant to this SECTION
8, then Agent
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shall not be required to effect such registration or cause the same to be
effected but, in its discretion (subject only to applicable requirements of
law), may require that any sale hereunder (including a sale at auction) be
conducted subject to restrictions:
(i) as to the financial sophistication and ability of any Person
permitted to bid or purchase at any such sale;
(ii) as to the contents of legends to be placed upon any
certificates representing the Pledged Collateral sold in such sale,
including restrictions on future transfer thereof;
(iii) as to the representations required to be made by each
Person bidding or purchasing at such sale relating to such Person's access
to financial information about such Pledgor and such Person's intentions as
to the holding of the Pledged Collateral so sold for investment for its own
account and not with a view to the distribution thereof; and
(iv) as to such other matters as Agent may, in its discretion,
deem necessary or appropriate in order that such sale (notwithstanding any
failure so to register) may be effected in compliance with the Bankruptcy
Code and other laws affecting the enforcement of creditors' rights and the
Securities Act and all applicable state securities laws.
(f) Each Pledgor recognizes that Agent may be unable to effect a
public sale of any or all the Pledged Collateral and may be compelled to resort
to one or more private sales thereof in accordance with CLAUSE (E) above. Each
Pledgor also acknowledges that any such private sale may result in prices and
other terms less favorable to the seller than if such sale were a public sale
and, notwithstanding such circumstances, agrees that any such private sale shall
not be deemed to have been made in a commercially unreasonable manner solely by
virtue of such sale being private. Agent shall be under no obligation to delay a
sale of any of the Pledged Collateral for the period of time necessary to permit
the applicable Pledged Entity to register such securities for public sale under
the Securities Act, or under applicable state securities laws, even if the
Pledgor owning or holding such Pledged Collateral and the Pledged Entity would
agree to do so.
(g) Each Pledgor agrees to the maximum extent permitted by applicable
law that following the occurrence and during the continuance of an Event of
Default it will not at any time plead, claim or take the benefit of any
appraisal, valuation, stay, extension, moratorium or redemption law now or
hereafter in force in order to prevent or delay the enforcement of this
Agreement, or the absolute sale of the whole or any part of the Pledged
Collateral or the possession thereof by any purchaser at any sale hereunder, and
each Pledgor waives the benefit of all such laws to the extent it lawfully may
do so. Each Pledgor agrees that it will not interfere with any right, power or
remedy of Agent provided for in this Agreement or now or hereafter existing at
law or in equity or by statute or otherwise, or the exercise or beginning of the
exercise by Agent of any one or more of such rights, powers or remedies. No
failure or delay on the part of Agent to exercise any such right, power or
remedy and no notice or demand that may be given to or made upon any Pledgor by
Agent with respect to any such remedies shall operate as a waiver thereof, or
limit or impair Agent's right to take any action or to exercise any power or
remedy hereunder, without notice or demand, or prejudice its rights as against
any Pledgor in any respect.
(h) Each Pledgor further agrees that a breach of any of the covenants
contained in this SECTION 8 will cause irreparable injury to Agent, that Agent
shall have no
9
adequate remedy at law in respect of such breach and, as a consequence, agrees
that each and every covenant contained in this SECTION 8 shall be specifically
enforceable against such Pledgor, and each Pledgor hereby waives and agrees not
to assert any defenses against an action for specific performance of such
covenants except for a defense that the Obligations are not then due and payable
in accordance with the agreements and Instruments governing and evidencing the
Obligations.
9. Waiver. No delay on Agent's part in exercising any power of sale,
Lien, option or other right hereunder, and no notice or demand that may be given
to or made upon any Pledgor by Agent with respect to any power of sale, Lien,
option or other right hereunder, shall constitute a waiver thereof, or limit or
impair Agent's right to take any action or to exercise any power of sale, Lien,
option, or any other right hereunder, without notice or demand, or prejudice
Agent's rights as against any Pledgor in any respect.
10. Assignment. Agent may assign, indorse or transfer any Instrument
evidencing all or any part of the Obligations as provided in, and in accordance
with, the Credit Agreement, and the holder of such Instrument shall be entitled
to the benefits of this Agreement.
11. Termination. Immediately following the Termination Date, Agent
shall deliver to each Pledgor (as the case may be) the Pledged Collateral
pledged by such Pledgor at the time subject to this Agreement and all
instruments of assignment executed in connection therewith, free and clear of
the Liens created in favor of Agent under this Agreement and the other Loan
Documents and, except as otherwise provided herein, all of such Pledgor's
obligations hereunder shall at such time terminate.
12. Lien Absolute. All rights of Agent hereunder, and all obligations
of each Pledgor hereunder, shall be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of the Credit Agreement,
any other Loan Document or any other agreement or Instrument governing or
evidencing any Obligations;
(b) any change in the time, manner or place of payment of, or in any
other term of, all or any part of the Obligations, or any other amendment or
waiver of or any consent to any departure from the Credit Agreement, any other
Loan Document or any other agreement or Instrument governing or evidencing any
Obligations;
(c) any exchange, release or non-perfection of any other Collateral or
any release or amendment or waiver of, or consent to departure from any guaranty
for, all or any of the Obligations;
(d) the insolvency of any Pledgor; or
(e) any other circumstance that might otherwise constitute a defense
available to, or a discharge of, such Pledgor.
13. Release. Each Pledgor consents and agrees that Agent may at any
time, or from time to time, in its discretion:
(a) renew, extend or change the time of payment of, or the manner,
place or terms of payment of, all or any part of the Obligations; and
(b) exchange, release or surrender all or any of the Collateral
(including the Pledged Collateral), or any part thereof, by whomsoever
deposited, that is now or may hereafter be held by Agent in connection with all
or any of the Obligations;
10
(c) all in such manner and upon such terms as Agent may deem proper,
and without notice to or further assent from such Pledgor, it being hereby
agreed that such Pledgor shall be and remain bound by this Agreement
irrespective of the value or condition of any of the Collateral and
notwithstanding any such change, exchange, settlement, compromise, surrender,
release, renewal or extension, and notwithstanding also that the Obligations
may, at any time, exceed the aggregate principal amount thereof set forth in the
Credit Agreement or any other agreement governing any Obligations. Each Pledgor
hereby waives notice of acceptance of this Agreement, presentment, demand,
protest and notice of dishonor of any and all of the Obligations, and any delay
by Agent or any Lender in commencing suit against any party hereto or Person
liable hereon, and in giving any notice to or of making any claim or demand
hereunder upon such Pledgor. No act or omission of any kind on Agent's part
shall in any event affect or impair this Agreement.
14. Reinstatement. This Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against
any Pledgor or any Pledged Entity for liquidation or reorganization, should any
Pledgor or any Pledged Entity become insolvent or make an assignment for the
benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of any Pledgor's or Pledged Entity's assets, and shall continue
to be effective or be reinstated, as the case may be, if at any time payment and
performance of the Obligations, or any part thereof, is, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned
by any obligee of the Obligations, whether as a "voidable preference,"
"fraudulent transfer," or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Obligations shall be reinstated
and deemed reduced only by such amount paid and not so rescinded, reduced,
restored or returned.
15. Notices. Except as otherwise provided in this Agreement, whenever
it is provided herein that any notice, demand, request, consent, approval,
declaration or other communication shall or may be given to or served upon any
of the parties by any other party, or whenever any of the parties desires to
give and serve upon any other party any communication with respect to this
Agreement, each such notice, demand, request, consent, approval, declaration or
other communication shall be in writing and shall be given in the manner, and
deemed received, as provided for in the Credit Agreement.
16. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in a manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
17. No Waiver; Cumulative Remedies. Neither Agent nor any Lender shall
by any act, delay, omission or otherwise be deemed to have waived any of its
rights or remedies hereunder, and no waiver shall be valid unless in writing,
signed by Agent and then only to the extent therein set forth. A waiver by Agent
of any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which Agent would otherwise have had on any future
occasion. No failure to exercise nor any delay in exercising on the part of
Agent or any Lender, any right, power or privilege hereunder, shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or future exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies
hereunder provided are cumulative and may be exercised singly or concurrently,
and are not exclusive of any rights and remedies provided by law. None of the
terms or provisions of this Agreement may be waived, altered, modified or
amended except by an instrument in writing, duly executed by Agent and Pledgors.
11
18. Successors and Assigns. This Agreement and all obligations of
Pledgors hereunder shall be binding upon the successors and assigns of each
Pledgor (including any trustee or debtor-in-possession on behalf of such
Pledgor) and shall, together with the rights and remedies of Agent, for the
benefit of Agent and Lenders, hereunder, inure to the benefit of, and be
enforceable by, Agent and its successors and assigns. No sales of
participations, other sales, assignments, transfers or other dispositions of any
agreement governing or instrument evidencing the Obligations or any portion
thereof or interest therein shall in any manner impair the Lien granted to
Agent, for the benefit of Agent and Lenders, hereunder. No Pledgor may assign,
sell, hypothecate or otherwise transfer any interest in or obligation under this
Agreement.
19. Counterparts. This Agreement may be authenticated in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement. This Agreement may be authenticated by manual
signature, facsimile or, if approved in writing by Agent, electronic means, all
of which shall be equally valid.
20. GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF
THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT
STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH PLEDGOR
HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN LOS
ANGELES COUNTY, CITY OF LOS ANGELES, STATE OF CALIFORNIA, SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN PLEDGORS,
AGENT AND LENDERS PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS, PROVIDED, THAT AGENT, LENDERS AND PLEDGORS
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF LOS ANGELES COUNTY, AND, PROVIDED, FURTHER, NOTHING IN THIS
AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT OR
TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL
OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER IN FAVOR OF AGENT. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND EACH PLEDGOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK
OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT. EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PLEDGOR AT THE ADDRESS SET FORTH
ON ANNEX I TO THE CREDIT
12
AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED STATES
MAILS, PROPER POSTAGE PREPAID.
21. WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT DISPUTES
ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG AGENT, LENDERS, AND
PLEDGORS ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO.
22. Section Titles. The Section titles contained in this Agreement are
and shall be without substantive meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.
23. No Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement.
24. Advice of Counsel. Each of the parties represents to each other
party hereto that it has discussed this Agreement and, specifically, the
provisions of SECTION 20 and SECTION 21, with its counsel.
25. Benefit of Lenders. All Liens granted or contemplated hereby shall
be for the benefit of Agent, for the benefit of Agent and Lenders, and all
proceeds or payments realized from the Pledged Collateral in accordance herewith
shall be applied to the Obligations in accordance with the terms of the Credit
Agreement.
26. Miscellaneous.
(a) Agent may execute any of its duties hereunder by or through agents
or employees and shall be entitled to advice of counsel concerning all matters
pertaining to its duties hereunder.
(b) Each Pledgor agrees to promptly reimburse Agent for actual
out-of-pocket expenses, including reasonable counsel fees, incurred by Agent in
connection with the administration and enforcement of this Agreement.
13
(c) Neither Agent, nor any of its representative officers, directors,
employees, agents or counsel shall be liable for any action lawfully taken or
omitted to be taken by it or them hereunder or in connection herewith, except
for its or their own gross negligence or willful misconduct as finally
determined by a court of competent jurisdiction.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
14
IN WITNESS WHEREOF, the parties hereto have caused this Pledge
Agreement to be duly executed as of the date first written above.
"PLEDGORS"
DYNAMIC DETAILS, INCORPORATED DYNAMIC DETAILS, INCORPORATED, VIRGINIA
By: /S/ XXXXX X. XXXX By: /S/ XXXXX X. XXXX
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Vice President & Chief Title: Vice President & Chief Financial
Financial Officer Officer
DYNAMIC DETAILS INCORPORATED, SILICON LAMINATE TECHNOLOGY CORP.
VALLEY
By: /S/ XXXXX X. XXXX By: /S/ XXXXX X. XXXX
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Vice President & Chief Title: Vice President & Chief Financial
Financial Officer Officer
SOVEREIGN CIRCUITS, INC. SOVEREIGN FLEX PRODUCTS LLC
By: SOVEREIGN CIRCUITS, INC.
Its Sole Member
By: /S/ XXXXX X. XXXX By: /S/ XXXXX X. XXXX
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Vice President & Chief Title: Vice President & Chief Financial
Financial Officer Officer
DDi CORP. DDi INTERMEDIATE HOLDINGS CORP.
By: /S/ XXXXX X. XXXX By: /S/ XXXXX X. XXXX
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Vice President & Chief Title: Vice President & Chief Financial
Financial Officer Officer
DDi CAPITAL CORP. DDi SALES CORP.
By: /S/ XXXXX X. XXXX By: /S/ XXXXX X. XXXX
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Vice President & Chief Title: Vice President & Chief Financial
Financial Officer Officer
15
DYNAMIC DETAILS TEXAS, LLC DDi-TEXAS INTERMEDIATE PARTNERS II,
L.L.C.
By: /S/ XXXXX X. XXXX By: /S/ XXXXX X. XXXX
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Vice President & Chief Title: Vice President & Chief Financial
Financial Officer Officer
DDi-TEXAS INTERMEDIATE HOLDINGS II, DYNAMIC DETAILS, L.P.
L.L.C.
By: DDi-TEXAS INTERMEDIATE PARTNERS II,
L.L.C., its General Partner
By: /S/ XXXXX X. XXXX By: /S/ XXXXX X. XXXX
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Vice President & Chief Title: Vice President & Chief Financial
Financial Officer Officer
DYNAMIC DETAILS INCORPORATED,
COLORADO SPRINGS
By: /S/ XXXXX X. XXXX
---------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President & Chief
Financial Officer
"AGENT"
GENERAL ELECTRIC CAPITAL CORPORATION
By: /S/ XXXXXX XXXXXXX
---------------------------------
Name: Xxxxxx Xxxxxxx
Duly Authorized Signatory
16
SCHEDULE I
PART A
PLEDGED SHARES
PERCENTAGE
OF
STOCK NUMBERS OF OUTSTANDING
CLASS OF CERTIFICATES SHARES OR SHARES OR
PLEDGED ENTITY STOCK HOLDER OF STOCK NUMBER(S) INTERESTS* INTERESTS
-------------- ------------- ----------------------------- ------------ -------------------- -----------
DDi Intermediate Holdings Common DDi Corp. 2000 1,000 100%
DDi Capital Corp. Common DDi Intermediate Holdings 2000 1,000 100%
Corp.
Dynamic Details, Incorporated Common DDi Capital Corp. 2 100 100%
DDi Canada Acquisition Corp. Common Dynamic Details, Incorporated C-2 715 65%
DDi Sales Corp. Common Dynamic Details, Incorporated 1 1,000 100%
Dynamic Details Incorporated, Common Dynamic Details, Incorporated 72 3,000 100%
Silicon Valley
Dynamic Details, Incorporated, Common Dynamic Details, Incorporated 2000 3,000 100%
Virginia
Dynamic Details Incorporated, Common Voting Dynamic Details, Incorporated 10 1,000,000 100%
Colorado Springs
Dynamic Details Texas, LLC N/A Dynamic Details, Incorporated N/A 100% Equity Interest 100%
Sovereign Circuits, Inc. Common Dynamic Details, Incorporated CS-001 1,000 100%
17
Sovereign Flex Products LLC N/A Sovereign Circuits, Inc. N/A 100% Equity Interest 100%
DDi-Texas Intermediate Partners N/A Dynamic Details Texas, LLC N/A 100% Equity Interest 100%
II, L.L.C.
DDi-Texas Intermediate Holdings N/A Dynamic Details Texas, LLC N/A 100% Equity Interest 100%
II, L.L.C.
Dynamic Details, L.P. N/A DDi-Texas Intermediate N/A 1% General 1%
Partners II, L.L.C. Partnership Interest
Dynamic Details, L.P. N/A DDi-Texas Intermediate N/A 99% Limited 99%
Holdings II, L.L.C. Partnership Interest
* In the case of foreign Subsidiaries, no more than 65% of each of such
foreign Subsidiary's Stock shall be required to be pledged.
PART B
PLEDGED INDEBTEDNESS
INITIAL
PRINCIPAL INTEREST
PLEDGED ENTITY AMOUNT PLEDGOR ISSUE DATE MATURITY DATE RATE
-------------- ------------- ----------------------------- ------------ -------------------- -----------
Link World Technologies U.S.$150,000 Dynamic Details, Incorporated June 26, 2002 December 31, 2003 6%
DDi Canada Acquisition Corp. CAD Dynamic Details, Incorporated December 29, December 29, 2013 9.75%
$12,903,801 2003
[Please update as necessary]
18
SCHEDULE II
PLEDGE AMENDMENT
This Pledge Amendment, dated as of ________________, ___ is delivered
pursuant to SECTION 6(D) of the Pledge Agreement referred to below. All defined
terms herein shall have the meanings assigned thereto or incorporated by
reference in the Pledge Agreement. The undersigned hereby certifies that the
representations and warranties in SECTION 5 of the Pledge Agreement are and
continue to be true and correct, both as to the promissory notes, other
Instruments, letters of credit, shares and interests pledged prior to this
Pledge Amendment and as to the promissory notes, other Instruments, shares or
interests pledged pursuant to and delivered to Agent concurrently with Pledgor's
delivery of this Pledge Amendment. The undersigned further agrees that this
Pledge Amendment may be attached to that certain Amended and Restated Pledge
Agreement dated as of March __, 20__ (the "Pledge Agreement"), by and among
Dynamic Details, Incorporated, Dynamic Details Incorporated, Virginia, Dynamic
Details Incorporated, Silicon Valley, DDi Sales Corp., Sovereign Circuits, Inc.,
Sovereign Flex Products LLC, DDi Corp., DDi Intermediate Holdings Corp., DDi
Capital Corp., Dynamic Details Incorporated, Colorado Springs, Laminate
Technology Corp., Dynamic Details Texas, LLC, DDi-Texas Intermediate Partners
II, L.L.C., DDi-Texas Intermediate Holdings II, L.L.C., and Dynamic Details,
L.P., as Pledgors, and General Electric Capital Corporation, as Agent, and that
the Pledged Stock and Pledged Indebtedness listed in this Pledge Amendment shall
be and become a part of the Pledged Collateral referred to in the Pledge
Agreement and shall secure all Obligations referred to in the Pledge Agreement.
"Pledgor"
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
NAME AND NUMBER OF
ADDRESS OF CERTIFICATE SHARES OR
PLEDGOR PLEDGED ENTITY CLASS OF STOCK NUMBER(S) INTERESTS
---------- -------------- -------------- ----------- ---------
INITIAL
PLEDGED PRINCIPAL MATURITY INTEREST
ENTITY AMOUNT ISSUE DATE DATE RATE
---------- -------------- -------------- ----------- ---------
19
SCHEDULE III
EXISTING OPTIONS, WARRANTS, CALLS OR COMMITMENTS
RELATING TO THE PLEDGED STOCK
None
20
