EXHIBIT 4.13
THIS SECOND SUPPLEMENTAL INDENTURE is dated as of January 31, 2001, between
Dynamic Details, Incorporated., a California corporation (the "Company"),
Dynamic Details Incorporated, Virginia, a Delaware corporation ("Dynamic Details
Virginia"), DDi Sales Corp., a Delaware corporation ("DDi Sales"), Dynamic
Details Texas, L.P., a Delaware limited partnership ("Dynamic Details Texas"),
Dynamic Details, L.P., a Delaware limited partnership ("DDi-Texas"), the 1998
Guarantors (as defined below), and State Street Bank and Trust Company, a
Massachusetts trust company, as trustee under the Indenture hereinafter
mentioned (the "Trustee").
Capitalized terms not defined herein shall have the meaning assigned to
such terms in the Existing Indenture (as defined below). Dynamic Details
Virginia, DDi Sales, Dynamic Details Texas and DDi-Texas are referred to herein
as the "2001 Guarantors".
WHEREAS, the Company heretofore executed and delivered to the Trustee an
indenture dated as of November 18, 1997 (the "Existing Indenture", and the
Existing Indenture, as it may from time to time be supplemented or amended by
one or more additional indentures supplemental thereto entered into pursuant to
the applicable provisions thereof, being hereinafter called the "Indenture"),
providing for the creation of and issuance of Detail's 10% Senior Subordinated
Notes due 2005 (the "Notes");
WHEREAS, the Company and Dynamic Circuits, Inc., a Delaware corporation
("DCI"), Colorado Springs Circuits, Inc., a Colorado corporation ("NTI"), and
Cuplex, Inc., a Delaware corporation ("Cuplex") (collectively the "1998
Guarantors") heretofore executed and delivered to the Trustee an indenture dated
as of July 23, 1998 (the "First Supplemental Indenture"), providing for the
addition of the 1998 Guarantors as parties to the Existing Indenture; and
WHEREAS, Section 1018 of the Indenture provides that the Company will cause
each Restricted Subsidiary created or acquired by the Company which Guarantees
the Bank Indebtedness to execute and deliver a Subsidiary Guarantee.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
That, for and in consideration of the premises herein contained and in
order to comply with the terms of Section 1018 of the Indenture, pursuant to
Section 901 of the Indenture, the Company and the 2001 Guarantors agree with the
Trustee as follows:
1. Amendment of Indenture
1.1 Addition of 2001 Guarantors as Parties. The Indenture is hereby
amended to add each of the 2001 Guarantors as parties thereto solely for the
purpose of providing the Subsidiary Guarantee set forth in Section 1.2 below.
1.2 Article 14. Section 1401 of the Indenture is hereby amended as
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follows:
ARTICLE FOURTEEN. EXISTING SUBSIDIARY GUARANTORS
SECTION 1401. Pursuant to Section 1018 of this Indenture and subject to
Sections 1402 and 1403 hereof, each of Dynamic Circuits Inc., Colorado Springs
Circuits, Inc., Cuplex, Inc., Dynamic Details Incorporated Virginia, DDi Sales
Corp., Dynamic Details Texas, L.P. and DDi-Texas, L.P. (collectively the
"Existing Subsidiary Guarantors") hereby unconditionally Guarantee (but subject
to the limitations and provisions set forth in Section 1018 hereof) on a joint
and several basis, the full and prompt payment of the principal of, premium, if
any and interest on the Notes on a senior subordinated basis for so long as such
Restricted Subsidiary Guarantees the Bank Indebtedness.
1.3 Amendment of Section 202. Pursuant to Section 906 of the Indenture,
Section 202 of the Indenture is hereby amended by adding the following to the
end thereof:
Discount Notes issued after July 23, 1998 shall bear the following legend:
EACH OF DYNAMIC CIRCUITS INC., COLORADO SPRINGS CIRCUITS, INC., AND
CUPLEX, INC. HAVE PROVIDED A SUBSIDIARY GUARANTEE WITH RESPECT TO THE NOTES
PURSUANT TO A SUPPLEMENTAL INDENTURE DATED AS OF JULY 23, 1998
Discount Notes issued after January 31, 2001 shall bear the following
legend:
EACH OF DYNAMIC DETAILS INCORPORATED, VIRGINIA, DDi SALES CORP.,
DYNAMIC DETAILS TEXAS, L.P. AND DDi-TEXAS, L.P. HAVE PROVIDED A
SUBSIDIARY GUARANTEE WITH RESPECT TO THE NOTES PURSUANT TO A SUPPLEMENTAL
INDENTURE DATED AS OF JANUARY 31, 2001.
2. Privileges and Immunities of Trustee.
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The Trustee accepts the amendment of the Indenture effected by this Second
Supplemental Indenture but only upon the terms and conditions set forth in the
Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in
the performance of the trust created by the Indenture as hereby amended. The
Trustee shall not be responsible for the adequacy or sufficiency of the Second
Supplemental Indenture, for the due execution thereof by the Company and the
Existing Subsidiary Guarantors or for the recitals contained herein, which are
the Company's and the Existing Subsidiary Guarantors' responsibilities.
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3. Miscellaneous Provisions
3.1 Instruments to be Read Together. This Second Supplemental Indenture
is an indenture supplemental to and in implementation of the Existing Indenture,
and said Existing Indenture and this Second Supplemental Indenture shall
henceforth be read together.
3.2 Confirmation. The Existing Indenture as amended and supplemented by
this Second Supplemental Indenture is in all respects confirmed and preserved.
3.3 Counterparts. This Second Supplemental Indenture may be signed in any
number of counterparts each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
3.4 Governing Law. This Second Supplemental Indenture shall be governed
by, and be construed in accordance with, the laws of the State of New York
excluding (to the greatest extent permissible by law) any rule of law that would
cause the application of the laws of any jurisdiction other than the state of
New York. Each of the parties hereto agrees to submit to the jurisdiction of
the courts of the state of New York and the U.S. federal courts, in each case
sitting in the borough of Manhattan, and waives any objection as to venue or
forum non conveniens.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the day and year first above written.
DYNAMIC DETAILS, INCORPORATED
By: /s/ TIMOTHY J. DONNELLY
---------------------------------
Name:
Title:
ATTEST:
/s/ DEBORAH COLSCH
- --------------------------
Name: Deborah Colsch
Title: Assistant Secretary
DYNAMIC DETAILS INCORPORATED, VIRGINIA
(Effective as of August 4, 2000)
By: /s/ TIMOTHY J. DONNELLY
---------------------------------
Name: Timothy J. Donnelly
Title: Vice President
ATTEST:
/s/ TERRY WRIGHT
- --------------------------
Name: Terry Wright
Title: Vice President
DDI SALES CORP.
(Effective as of December 31, 2000)
By: /s/ TIMOTHY J. DONNELLY
---------------------------------
Name: Timothy J. Donnelly
Title: Vice President
ATTEST:
/s/ DEBORAH COLSCH
- --------------------------
Name: Deborah Colsch
Title: Assistant Secretary
DYNAMIC DETAILS TEXAS, L.P.
(Effective as of December 31, 2000)
By: /s/ TIMOTHY J. DONNELLY
---------------------------------
Name: Timothy J. Donnelly
Title: Vice President of General Partner,
DDi-Texas Intermediate Partners, LLC
ATTEST:
/s/ DEBORAH COLSCH
- --------------------------
Name: Deborah Colsch
Title: Assistant Secretary of
General Partner,
DDi-Texas Intermediate
Partners, LLC
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DYNAMIC DETAILS, L.P.
(Effective as of December 31, 2000)
By: /s/ TIMOTHY J. DONNELLY
--------------------------------
Name: Timothy J. Donnelly
Title: Vice President of General Partner,
DDi-Texas Intermediate Partners, LLC
ATTEST:
/s/ DEBORAH COLSCH
- --------------------------
Name: Deborah Colsch
Title: Assistant Secretary
of General Partner,
DDi-Texas Intermediate
Partners, LLC
DYNAMIC DETAILS INCORPORATED, SILICON VALLEY
(Formerly Dynamic Circuits, Inc.)
By: /s/ TIMOTHY J. DONNELLY
--------------------------------
Name: Timothy J. Donnelly
Title: Vice President
ATTEST:
/s/ DEBORAH COLSCH
- --------------------------
Name: Deborah Colsch
Title: Assistant Secretary
DYNAMIC DETAILS INCORPORATED, TEXAS
(Formerly Cuplex, Inc.)
By: /s/ TIMOTHY J. DONNELLY
--------------------------------
Name: Timothy J. Donnelly
Title: Vice President
ATTEST:
/s/ DEBORAH COLSCH
- --------------------------
Name: Deborah Colsch
Title: Assistant Secretary
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DYNAMIC DETAILS INCORPORATED, COLORADO SPRINGS
(Formerly Colorado Springs Circuits, Inc.)
By: /s/ TIMOTHY J. DONNELLY
----------------------------------
Name: Timothy J. Donnelly
Title: Vice President
ATTEST:
/s/ DEBORAH COLSCH
- --------------------------
Name: Deborah Colsch
Title: Assistant Secretary
STATE STREET BANK AND TRUST
COMPANY
By: /s/ EARL W. DENNISON, JR.
----------------------------------
Name: Earl W. Dennison, Jr.
Title: Vice President
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