0001193125-03-095780 Sample Contracts

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by DDI INTERMEDIATE HOLDINGS CORP., DDI CAPITAL CORP., DYNAMIC DETAILS, INCORPORATED, DYNAMIC DETAILS, INCORPORATED, SILICON VALLEY and certain of their Subsidiaries in favor of JPMORGAN...
Guarantee and Collateral Agreement • December 17th, 2003 • Ddi Capital Corp/Dynamic Details Inc • Printed circuit boards • New York

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 12, 2003, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Second Amended and Restated Credit Agreement, dated as of December 12, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DDi Capital Corporation, a California corporation (“DDi Capital”), Dynamic Details, Incorporated, a California corporation (“Details” or the “Borrower”), the Lenders and the Administrative Agent.

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REGISTRATION RIGHTS AGREEMENT (New Common Stock)
Registration Rights Agreement • December 17th, 2003 • Ddi Capital Corp/Dynamic Details Inc • Printed circuit boards • New York

THIS AGREEMENT is made as of December 12, 2003, by DDi Corp., a Delaware corporation (the “Company”) for the benefit of the holders of the Registrable Securities (as defined below) (each, a “Holder” and collectively, the “Holders”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 17th, 2003 • Ddi Capital Corp/Dynamic Details Inc • Printed circuit boards • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December12, 2003, among DDI CAPITAL CORP. (the “Company”), DYNAMIC DETAILS, INCORPORATED (“Details” or the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK AUSTRIA CREDITANSTALT CORP FINANCE, as documentation agent (in such capacity, the “Documentation Agent”) and JPMORGAN CHASE BANK, as administrative agent.

SENIOR DISCOUNT WARRANT ESCROW AGREEMENT
Senior Discount Warrant Escrow Agreement • December 17th, 2003 • Ddi Capital Corp/Dynamic Details Inc • Printed circuit boards • New York

THIS SENIOR DISCOUNT WARRANT ESCROW AGREEMENT (this “Agreement”), is dated as of December 12, 2003, by and among DDi Corp., a Delaware corporation (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company, as escrow agent (the “Escrow Agent”).

GUARANTEE AND COLLATERAL AGREEMENT made by DDI CORP. in favor of JPMORGAN CHASE BANK, as Administrative Agent Dated as of December 12, 2003
Guarantee and Collateral Agreement • December 17th, 2003 • Ddi Capital Corp/Dynamic Details Inc • Printed circuit boards • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 12, 2003, made by DDi Corp. (the “Guarantor”), in favor of JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Second Amended and Restated Credit Agreement, dated as of December 12, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DDi Capital Corp. (“DDi Capital”), Dynamic Details, Incorporated (“Details” or the “Borrower”), the Lenders and the Administrative Agent.

SENIOR DISCOUNT WARRANT AGREEMENT Dated as of December 12, 2003 between DDI CORP. and Mellon Investor Services LLC as the Warrant Agent
Warrant Agreement • December 17th, 2003 • Ddi Capital Corp/Dynamic Details Inc • Printed circuit boards • New York

SENIOR DISCOUNT WARRANT AGREEMENT, dated as of December , 2003 (this “Agreement”), between DDi Corp., a Delaware corporation (the “Company”); and Mellon Investor Services LLC, a New Jersey limited liability company, as Warrant Agent (in such capacity, the “Warrant Agent”).

SECURED LENDER WARRANT AGREEMENT Dated as of December 12, 2003 among DDI CORP. and Mellon Investor Services LLC as the Warrant Agent and JPMorgan Chase Bank as the Administrative Agent
Secured Lender Warrant Agreement • December 17th, 2003 • Ddi Capital Corp/Dynamic Details Inc • Printed circuit boards • New York

SECURED LENDER WARRANT AGREEMENT, dated as of December 12, 2003 (this “Agreement”), among DDi Corp., a Delaware corporation (the “Company”), Mellon Investor Services LLC, a New Jersey limited liability company, as Warrant Agent (in such capacity, the “Warrant Agent”), and JPMorgan Chase Bank, as Administrative Agent on behalf of the Lenders listed on Annex A hereto (in such capacity, the “Administrative Agent”).

SECURED LENDER WARRANT ESCROW AGREEMENT
Secured Lender Warrant Escrow Agreement • December 17th, 2003 • Ddi Capital Corp/Dynamic Details Inc • Printed circuit boards • New York

THIS SECURED LENDER WARRANT ESCROW AGREEMENT (this “Agreement”), is dated as of December 12, 2003, by and among DDi CORP., a Delaware corporation (the “Company”), Mellon Investor Services LLC, a New Jersey limited liability company, as escrow agent (the “Escrow Agent”) and JPMorgan Chase Bank, as Administrative Agent under the Credit Agreement (as defined below) (in such capacity, the “Credit Agreement Agent”). The Company and the Credit Agreement Agent are sometimes referred to herein as the “Interested Parties”.

REGISTRATION RIGHTS AGREEMENT (Secured Lender Warrants)
Registration Rights Agreement • December 17th, 2003 • Ddi Capital Corp/Dynamic Details Inc • Printed circuit boards • New York

THIS AGREEMENT is made as of December 12, 2003, by and among DDi Corp., a Delaware corporation (the “Company”), and JPMorgan Chase Bank, as Administrative Agent (in such capacity, the “Administrative Agent”) on behalf each of the holders of the Registrable Securities (as defined below) listed on the Schedule of Holders attached hereto (collectively referred to herein as the “Holders” and individually as a “Holder”). The Company and the Administrative Agent are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.

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