EXHIBIT 10.14
SECOND AMENDMENT
SECOND AMENDMENT, dated as of March 22, 2000 (this "Amendment") to the
Credit Agreement, dated as of July 23, 1998 and as Amended and Restated as of
August 28, 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").
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. Defined Terms. Capitalized terms used herein and not
otherwise defined are used herein as defined in the Credit Agreement.
2. Amendment to Section 1.1. Section 1.1 is hereby amended by
adding the following definitions in the appropriate alphabetical order:
'"DDI Corp.": DDI Corp., a Delaware corporation and successor
by merger to Holdings. After such merger, references in the Loan
Documents to Holdings shall mean to refer to DDI Corp.
"Initial Public Offering": an underwritten public offering by
Holdings of Capital Stock of Holdings or any Subsidiary or parent
thereof pursuant to a registration statement filed with the Securities
and Exchange Commission in accordance with the Securities Act of 1933,
as amended.
"MCM": MCM Electronics Limited, a United Kingdom corporation.
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"MCM Acquisition": the acquisition by Holdings of all of the
Capital Stock of MCM pursuant to the MCM Share Purchase Agreement.
"MCM Share Purchase Agreement": the Share Purchase Agreement,
dated on or about March 22, 2000, among Holdings and the shareholders
of MCM named therein, which agreement is on terms and conditions
satisfactory to the Administrative Agent and none of the provisions of
which have been amended, modified or waived in a manner which would
adversely affect the interests of the Administrative Agent or the
Lenders without the prior consent of the Administrative Agent.
"Reference Period": with respect to any date, means the period
of four consecutive fiscal quarters of the Borrower immediately
preceding such date or, if such date is the last day of a fiscal
quarter, ending on such date.
"Second Amendment": the Second Amendment, dated as of March
27, 2000, to this Agreement.
"Second Amendment Effective Date": the date of effectiveness
of the Second Amendment.'
3. Amendment to Section 1.2. Section 1.2 is hereby amended by adding
the following provision at the end thereof:
"(e) For the purposes of calculating Consolidated EBITDA for
any Reference Period pursuant to any determination of the Consolidated
Leverage Ratio, (i) if at any time during such Reference Period Details
or any Subsidiary shall have made any Material Disposition, the
Consolidated EBITDA for such Reference Period shall be reduced by an
amount equal to the Consolidated EBITDA (if positive) attributable to
the Property which is the subject of such Material Disposition for such
Reference Period or increased by an amount equal to the Consolidated
EBITDA (if negative) attributable thereto for such Reference Period;
(ii) if during such Reference Period Details or any Subsidiary shall
have made a Material Acquisition, Consolidated EBITDA for such
Reference Period shall be calculated after giving pro forma effect
thereto as if such Material Acquisition occurred on the first day of
such Reference Period; and (iii) if during such Reference Period any
Person that subsequently became a Subsidiary or was merged with or into
Details or any Subsidiary since the beginning of such Reference Period
shall have entered into any disposition or acquisition transaction that
would have required an adjustment pursuant to clause (i) or (ii) above
if made by Details or a Subsidiary during such Reference Period,
Consolidated EBITDA for such Reference Period shall be calculated after
giving pro forma effect thereto as if such transaction occurred on the
first day of such Reference Period. As used in this paragraph,
"Material Acquisition" means any acquisition of Property or series of
related acquisitions of Property (including by way of merger) which (a)
constitutes assets comprising all or substantially all of a facility or
an operating unit of a business or constitutes all or substantially all
of the common stock of a Person and (b) involves the payment of
consideration by Details and its Subsidiaries (valued at the initial
principal amount
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thereof in the case of non-cash consideration consisting of notes or
other debt securities and valued at fair market value in the case of
other non-cash consideration) in excess of $5,000,000; and "Material
Disposition" means any Disposition of Property or series of related
Dispositions of Property which yields gross proceeds to Details or any
of its Subsidiaries (valued at the initial principal amount thereof in
the case of non-cash proceeds consisting of notes or other debt
securities and valued at fair market value in the case of other
non-cash proceeds) in excess of $5,000,000."
4. Amendment to Section 2.10. Section 2.10 is hereby amended by (1)
inserting the following at the beginning thereof: "(a)" and (2) inserting the
following new clause (b) at the end thereof:
"(b) Each optional prepayment in respect of the Tranche B Term
Loans on or prior to the second anniversary of the Second Amendment
Effective Date shall be accompanied by a prepayment premium equal to
(a) if such prepayment is made on or prior to the first anniversary of
the Second Amendment Effective Date, 2% of the principal amount of such
prepayment and (b) if such prepayment is made after the first
anniversary of the Second Amendment Effective Date and on or prior to
the second anniversary of the Second Amendment Effective Date, 1% of
the principal amount of such prepayment; provided that no such
prepayment premium shall be payable to the extent such prepayment is
made with the proceeds of the IPO."
5. Amendment to Section 2.11(a). Section 2.11(a) is hereby amended by
(1) deleting the word "and" at the end of clause (iv) thereof and substituting
in lieu thereof the following: "," and (2) adding the following clause (vi) to
the end thereof:
"and (vi) an amount of the aggregate Net Cash Proceeds from the
issuance of Capital Stock of Holdings in connection with the Initial
Public Offering which are used (a) to redeem up to 100% of accreted
principal plus any premium required pursuant to the callback provisions
in the relevant note purchase agreement in effect on the Closing Date
and any accrued interest on the New Intermediate Holdco Notes, (b) to
redeem up to 40% of accreted principal plus any premium required
pursuant to the callback provisions in the relevant indenture in effect
on the Closing Date and any accrued interest on the Company Zeros and
(c) either directly or through MCM, to repay the Investor Loans Amount
(as defined in the MCM Share Purchase Agreement) in an amount equal to
approximately $24,000,000, to pay approximately $2,000,000 of other
consideration in connection with the MCM Acquisition and to pay fees
and expenses in connection with the MCM Acquisition, all such payments
referred to in this clause (c) in an aggregate amount equal to
approximately $31,700,000; provided that the exceptions specified in
paragraphs (a), (b) and (c) above are only available to the extent that
the amount of the Net Cash Proceeds in connection with the Initial
Public Offering which are applied toward the prepayment of the Term
Loans and the reduction of the Revolving Credit Commitments is at least
equal to $100,000,000."
6. Addition to Section 2.11. There shall be added to Section 2.11 the
following new paragraph (f):
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"(f) Each mandatory prepayment in respect of the Tranche B
Term Loans on or prior to the second anniversary of the Second
Amendment Effective Date shall be accompanied by a prepayment premium
equal to (a) if such prepayment is made on or prior to the first
anniversary of the Second Amendment Effective Date, 2% of the principal
amount of such prepayment and (b) if such prepayment is made after the
first anniversary of the Second Amendment Effective Date and on or
prior to the second anniversary of the Second Amendment Effective Date,
1% of the principal amount of such prepayment; provided that no such
prepayment premium shall be payable to the extent such prepayment is
made with the proceeds of the IPO."
7. Amendment to Section 7.8. Section 7.8(j) of the Credit Agreement
hereby is amended by deleting such section in its entirety and substituting in
lieu thereof 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; provided, that no such investments in reliance on
this Section 7.8(j) may be made in MCM or any of its Subsidiaries or
the business conducted by any of them."
8. Amendment to Section 7.9. Section 7.9(a) is hereby amended by (1)
deleting the word "Make" at the beginning thereof and substituting in lieu
thereof the following: "make" and (2) adding the following language at the
beginning thereof:
"Except as provided in Section 2.11(a)(vi) hereof,"
9. Amendment to Section 7.10. Section 7.10 is hereby amended by (1)
adding the following at the beginning of clauses (ii), (iii) and (iv) thereof:
"prior to the consummation of any Initial Public Offering," , (2) deleting the
word "and" at the end of clause (iii) thereof, (3) deleting the period the end
of clause (iv) and substituting in lieu thereof the following: "; and" and (iv)
adding at the end thereof the following new clause (v):
"(v) contemporaneously with the consummation of any Initial
Public Offering, the payment of fees to Bain Capital and/or Bain
Affiliates in connection with such Initial Public Offering and the
termination of the management agreement in an aggregate amount with
respect to all such fees not to exceed $3,250,000."
10. Amendment to Section 8(m). Section 8 of the Credit Agreement hereby
is amended by deleting clause (m) thereof in its entirety and substituting in
lieu thereof 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
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incidental to its ownership of the Capital Stock of New Intermediate
Holdco and MCM; (ii) MCM shall conduct, transact or otherwise engage
in, or commit to conduct, transact or otherwise engage in, any business
or operations, other than those businesses in which it is engaged in on
the date of its acquisition by Holdings or which are reasonably related
thereto; (iii) 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;
(iv) 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; (v) 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 obligations of Holdings under its cash bonus
plan on terms in existence on the date hereof; (vi) 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 and Capital Stock and Indebtedness of MCM; or (vii)
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 "
11. Fees. In consideration of the agreement of the Lenders to consent
to the amendments contained herein, the Borrowers agree to pay to each Lender
which so consents on or prior to March 27, 2000, an amendment fee in an amount
equal to 25 basis points of the amount of such Lender's Commitment, payable on
the date hereof in immediately available funds.
12. 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 Prepayment Lenders;
(b) the Administrative Agent shall have received from each of the
Borrowers a copy of the resolutions of such Borrower, certified by the Secretary
of such Borrower, authorizing the execution, delivery and performance of this
Second Amendment, which shall be in form and substance reasonably satisfactory
to the Administrative Agent and
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shall state that the resolutions thereby certified have not been amended,
modified, revoked or rescinded;
(c) the Administrative Agent shall have received 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 Second Amendment,
which shall be in form and substance reasonably satisfactory to the
Administrative Agent;
(d) the Administrative Agent shall have received such other documents,
instruments and agreements with respect to the matters contemplated by this
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
(e) the fees referred to in paragraph 11 of this Amendment shall have
been paid.
13. Representations and Warranties. As of the date hereof and after
giving effect to this 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
Amendment. No Default or Event of Default has occurred and is continuing.
14. 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.
15. 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.
(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.
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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/ JOSEPH P. GISCH
---------------------------------
Title:
DYNAMIC DETAILS, INCORPORATED
By: /s/ JOSEPH P. GISCH
---------------------------------
Title:
DYNAMIC DETAILS, INCORPORATED,
SILICON VALLEY
By: /s/ JOSEPH P. GISCH
---------------------------------
Title:
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THE CHASE MANHATTAN BANK, as
Administrative Agent, Collateral Agent,
Co-Syndication Agent and as a Lender
By: /s/ EDWARD DEFOREST
---------------------------------
Name: Edward Deforest
Title: Vice President
BANKERS TRUST COMPANY, as
Documentation Agent, Co-Syndication Agent
and as a Lender
By: /s/ [ILLEGIBLE]
---------------------------------
Title:
BANK AUSTRIA CREDITANSTALT
By: /s/ [ILLEGIBLE]
---------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ [ILLEGIBLE]
---------------------------------
Title: Director
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FLEET NATIONAL BANK (formerly known as BANKBOSTON, N.A.)
By: /s/ HOWARD J. DIAMOND
---------------------------------
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS
By: /s/ R. SCOTT HASKELL
---------------------------------
Title: Vice President
CRESCENT/MACH I PARTNERS, L.P.
by TCW Asset Management Company
Its Investment Manager
By: /s/ JUSTIN L. DRISCOLL
---------------------------------
Title: Senior Vice President
CYPRESSTREE INVESTMENT PARTNERS, I
By: CypressTree Investment Management
Company, Inc.
Its Managing Member
By: /s/ JONATHAN D. SHARKEY
---------------------------------
Title: Principal
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: /s/ JONATHAN D. SHARKEY
---------------------------------
Title: Principal
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CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. Its Managing Member
By: /s/ JONATHAN D. SHARKEY
---------------------------------
Title: Principal
DRESDNER BANK AG
By: /s/ CHRISTOPHER G. TODANO
---------------------------------
Title: Assistant Vice President
DEBT STRATEGIES FUND II, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Title:
FIRST DOMINION FUNDING II
By: /s/ [ILLEGIBLE]
---------------------------------
Title: Authorized Signator
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FLEET NATIONAL BANK (formerly known as FLEET BANK, N.A.)
By: /s/ HOWARD J. DIAMOND
---------------------------------
Title: Vice President
INDOSUEZ CAPITAL FUNDING IIA, LTD.
By: /s/ MELISSA MARANO
---------------------------------
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: /s/ MELISSA MARANO
---------------------------------
Title: Vice President
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ [ILLEGIBLE]
---------------------------------
Title:
KZH CRESCENT 2 LLC
By: /s/ SUSAN LEE
---------------------------------
Title: Authorized Agent
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KZH CRESCENT 3 LLC
By: /s/ SUSAN LEE
---------------------------------
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By: /s/ SUSAN LEE
---------------------------------
Title: Authorized Agent
ML SENIOR FLOATING RATE FUND II, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Title:
MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
By: /s/ PETER GEWIRTZ
---------------------------------
Title: Vice President
MASS MUTUAL HIGH YIELD PARTNERS II
By: /s/ JOHN B. WHEELER
---------------------------------
Title: Vice President,
HYP Management, Inc.,
As Managing Member
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MASSACHUSETTS MUTUAL LIFE
INSURANCE
By: /s/ JOHN B. WHEELER
---------------------------------
Title: Managing Director
MERRILL LYNCH PRIME RATE PORTFOLIO
By: /s/ [ILLEGIBLE]
---------------------------------
Title:
MERRILL LYNCH SENIOR FLOATING RATE FUND
By: /s/ [ILLEGIBLE]
---------------------------------
Title:
PILGRIM AMER. HIGH INCOME INVEST. LTD.
By: /s/ MARK F. HAAK
---------------------------------
Title: Assistant Vice President
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PILGRIM CLO 1999-LTD.
By: /s/ MARK F. HAAK
---------------------------------
Title: Assistant Vice President
PILGRIM PRIME RATE TRUST
By: /s/ MARK F. HAAK
---------------------------------
Title: Assistant Vice President
THE CHASE MANHATTAN BANK (SPS SWAPS)
By: /s/ EDMOND DEFOREST
---------------------------------
Title: Vice President
SANKATY HIGH YIELD ASSET PARTNERS
By: /s/ DIANE J. EXETER
---------------------------------
Title: Executive Vice President, Portfolio Manager
SOMERS CDO, LIMITED
By: /s/ JOHN B. WHEELER
---------------------------------
Title: Managing Director
Massachusetts Mutual Life Insurance
Co., as Collateral Manager
TORONTO DOMINION (NEW YORK) INC.
By: /s/ DAVID G. PARKER
---------------------------------
Title: Vice President
VAN KAMPEN SENIOR FLOATING RATE FUND
By: /s/ [ILLEGIBLE]
---------------------------------
Title: