Exhibit 10.2
EXECUTION COPY
FIRST AMENDMENT TO
PLAN SUPPORT AGREEMENT
FIRST AMENDMENT, dated as of August , 2003 (the "Amendment"), to that
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certain Plan Support Agreement, dated as of August 8, 2003 (together with
exhibits, annexes and attachments thereto, the "PSA") by and among (i) DDi Corp.
("DDi"), DDi Intermediate Holdings Corp. ("DDi Intermediate"), DDi Capital Corp.
("DDi Capital"), Dynamic Details, Incorporated ("Details"), Dynamic Details,
Incorporated, Silicon Valley ("DDISV") and their respective subsidiaries and
affiliates (collectively, the "Company Group"), (ii) the 5 1/4% Subordinated
Noteholders (as defined below) signatory hereto (the "Consenting 5 1/4%
Subordinated Noteholders") and (iii) the 6 1/4% Subordinated Noteholders (as
defined below) signatory hereto (the "Consenting 6 1/4% Subordinated
Noteholders" and together with the Consenting 5 1/4% Subordinated Noteholders,
the "Consenting Subordinated Noteholders"). Capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the PSA.
W I T N E S S E T H:
WHEREAS, pursuant to the PSA, the Consenting Subordinated Noteholders have
agreed to implement a restructuring and reorganization of the Company Group
pursuant to the Restructuring Terms as set forth on the Term Sheet;
WHEREAS, the Company Group has requested that the Consenting Subordinated
Noteholders holding at least one-half (1/2) in aggregate principal amount of the
debt held by Consenting Subordinated Noteholders (the "Required Subordinated
Noteholders") enter into this Amendment on the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Amendment to the Preliminary Statements. The Preliminary Statements
are hereby amended as follows:
(i) by inserting the following new Section (D) immediately after Section
(C):
"D. Pursuant to that certain Senior Discount Noteholder Plan Support
Agreement, dated as of August , 2003 (the "SDPSA"), the holders of
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sixty-six and two-thirds percent (66 2/3%) of the aggregate principal
amount of the 12 1/2% Senior Discount Notes due 2007 (the "Senior
Discount Notes") issued by DDi Capital under that certain Indenture,
dated as of November 18, 1997 between DDi Capital, as issuer, and The
State Street Bank and Trust Company (n/k/a U.S. Bank, N.A.), as
trustee (the "12 1/2 Trustee"), as supplemented by the supplemental
indenture dated as of February 10, 1998 between DDi Capital and the
12 1/2 Trustee (the "Consenting Senior Discount Noteholders") have
consented to, inter alia, the Restructuring Terms subject to certain
terms and conditions outlined in the SDPSA.";
(ii) by re-lettering each of the Sections immediately succeeding new
Section (D) in proper alphabetical order; and
(iii) by adding the terms "the Consenting Senior Discount Noteholders,"
immediately after each occurrence of the terms "the Consenting
Lenders," in new Sections E and F.
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2. Amendment to Section 5. Section 5 is hereby amended by deleting the
word "or" at the end of subsection (xvi) thereof, deleting the period at the end
of subsection (xvii) thereof and replacing it with "; or" and adding the
following new subsection (xviii):
"(xviii) the occurrence of a Termination Event (as defined in the
SDPSA), which shall not have been waived by the Required Senior
Discount Noteholders."
3. Amendment to Exhibit A. Exhibit A to the PSA is hereby amended by
deleting Schedule E and replacing it with the new Schedule E annexed hereto as
Exhibit A.
4. Reservation of Rights. Each member of the Company Group jointly and
severally acknowledges and agrees that, (a) the Consenting Subordinated
Noteholders shall preserve all rights, remedies, power or privileges set forth
in the PSA and under applicable law and (b) nothing contained herein shall in
any way limit or otherwise prejudice, and the Consenting Subordinated
Noteholders have reserved their right to invoke fully, any right, remedy, power
or privilege which the Consenting Subordinated Noteholders may not have or may
have in the future under or in connection with the PSA and applicable law, or
diminish any of the obligations of any member of the Company Group contained in
the PSA. The rights, remedies, powers and privileges of the Consenting
Subordinated Noteholders provided under this Amendment and the PSA are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.
5. No Change. Except as expressly provided herein, no term or
provision of the PSA shall be amended, waived, modified, consented to or
supplemented, and each term and provision of the PSA shall remain in full force
and effect.
6. Effectiveness. This Amendment shall become effective upon the
satisfaction of the following conditions precedent:
(i) counterparts hereof duly executed by each member of the Company
Group and the Required Subordinated Noteholders; and
(ii) counterpart signatures to the Senior Discount Noteholder Plan
Support Agreement (the "SDPSA"), in the form annexed hereto,
shall have been executed and delivered, with a copy to the
Administrative Agent and the Ad Hoc Committee, prior to the
Petition Date by (a) each member of the Company Group and (b)
each Consenting Senior Discount Noteholder (as defined in the
SDPSA)
The execution and delivery of this Amendment shall be binding upon each of the
Consenting Subordinated Noteholders' successors and assigns.
7. Counterparts. This Amendment may be executed by the parties hereto
in any number of separate counterparts by facsimile with originals to follow,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.
8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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/ JOHN STUMPF
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Title: CFO
DYNAMIC DETAILS, INCORPORATED
By: /s/ JOHN STUMPF
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Title: CFO
DYNAMIC DETAILS, INCORPORATED, SILICON
VALLEY
By: /s/ JOHN STUMPF
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Title: CFO
DYNAMIC DETAILS, INCORPORATED, VIRGINIA
By: /s/ JOHN STUMPF
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Title: CFO
DYNAMIC DETAILS TEXAS, L.P.
By: /s/ JOHN STUMPF
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Title: CFO
DYNAMIC DETAILS TEXAS HOLDINGS CORP.
By: /s/ JOHN STUMPF
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Title: CFO
By: DDi-TEXAS INTERMEDIATE HOLDINGS,L.L.C.
By: /s/ JOHN STUMPF
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Title: CFO
By: DYNAMIC DETAILS TEXAS HOLDINGS CORP.
By: /s/ JOHN STUMPF
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Title: CFO
By: DYNAMIC DETAILS INCORPORATED, COLORADO
SPRINGS
By: /s/ JOHN STUMPF
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Title: CFO
By: DYNAMIC DETAILS INCORPORATED, TEXAS
By: /s/ JOHN STUMPF
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Title: CFO
ARGENT, as a 6.25%
Subordinated Noteholder
By: /s/ NATE BROWN
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Name: Nate Brown
Title: Illegible
[Signature Page to First Amendment to Plan Support Agreement]
PROVIDENCE CAPITAL, LLC,
ON BEHALF OF AQUITANIA PARTNERS, LP;
MAURETANIA PARTNERS, LP;
AND RAM CSA LIMITED
as a 5 1/4% Subordinated Noteholder
By: /s/ JOHN C. KOPCHIK
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Name: John C. Kopchik
Title: PRESIDENT, PROVIDENCE CAPITAL, LLC
[Signature Page to First Amendment to Plan Support Agreement]
PROVIDENCE CAPITAL
ON BEHALF OF
MAURETANIA PARTNERS, LP, as a 6.25%
Subordinated Noteholder
By: /s/ JOHN C. KOPCHIK
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Name: John C. Kopchik
Title: PRESIDENT, PROVIDENCE CAPITAL, LLC
[Signature Page to First Amendment to Plan Support Agreement]
Tablerock Fund Management, as a 5 1/4%
Subordinated Noteholder
By: /s/ Illegible
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Name: Illegible
Title: Member, Authorized Signatory
[Signature Page to First Amendment to Plan Support Agreement]
Tablerock Fund Management, as a 5 1/4%
Subordinated Noteholder
By: /s/ Illegible
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Name: Illegible
Title: Member, Authorized Signatory
[Signature Page to First Amendment to Plan Support Agreement]
[ILLEGIBLE], as a 5.25%
Subordinated Noteholder
By: /s/ DAVID K. SHERMAN
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Name: David K. Sherman
Title: President of [ILLEGIBLE]
[Signature Page to First Amendment to Plan Support Agreement]