Exhibit 10.3
EXECUTION COPY
SECOND AMENDMENT TO
PLAN SUPPORT AGREEMENT
SECOND AMENDMENT, dated as of November , 2003 (the "Amendment"), to that
---
certain Plan Support Agreement, dated as of August 8, 2003, as amended by the
First Amendment dated as of August 19, 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 Section 5. Section 5 is hereby amended by deleting the
date "November 15, 2003" at the beginning of subsection (xii) thereof, and
replacing it with the date "December 3, 2003".
2. Amendment to Exhibit A. Exhibit A to the PSA is hereby amended as
follows:
(a) by deleting the term "preferred stock of DDi Europe" where it
appears therein, respectively, and substituting in lieu thereof "preferred stock
of DDi Europe or preferred stock of Reorganized DDi, as applicable."
(b) By deleting Schedule A in its entirety and substituting in
lieu thereof, with the new Schedule A annexed hereto as Exhibit A.
(c) By deleting Schedule D in its entirety and substituting in
lieu thereof, with the new Schedule D annexed hereto as Exhibit B.
3. 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
2
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.
4. 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.
5. 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;
(ii) counterpart signatures to the Third Amendment to the
Restructuring Support Agreement, in the form annexed hereto as
Exhibit C, shall have been executed and delivered, with a copy
to the Ad Hoc Committee, prior to November 6, 2003 by (a) each
member of the Company Group and (b) the Required Lenders (as
defined therein); and
(iii) counterpart signatures to the First Amendment to the Senior
Discount Noteholder Plan Support Agreement, in the form
annexed hereto as Exhibit D, shall have been executed and
delivered, with a copy to the Administrative Agent and the Ad
Hoc Committee, prior to November 6, 2003 by (a) each member of
the Company Group and (b) the Consenting Senior Discount
Noteholders (as defined therein) holding at least one-half
(1/2) in aggregate principal amount of the debt held by the
Consenting Senior Discount Noteholders.
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/ TIMOTHY DONNELLY
--------------------------------------
Title: Vice President
DYNAMIC DETAILS, INCORPORATED
By: /s/ TIMOTHY DONNELLY
---------------------------------------
Title: Vice President
DYNAMIC DETAILS, INCORPORATED, SILICON
VALLEY
By: /s/ TIMOTHY DONNELLY
---------------------------------------
Title: Vice President
DYNAMIC DETAILS, INCORPORATED, VIRGINIA
By: /s/ TIMOTHY DONNELLY
---------------------------------------
Title: Vice President
DYNAMIC DETAILS TEXAS, L.P.
By: /s/ TIMOTHY DONNELLY
---------------------------------------
Title: Vice President
DYNAMIC DETAILS TEXAS HOLDINGS CORP.
By: /s/ TIMOTHY DONNELLY
---------------------------------------
Title: Vice President
By: DDi-TEXAS INTERMEDIATE HOLDINGS, L.L.C.
By: /s/ TIMOTHY DONNELLY
---------------------------------------
Title: Vice President
By: DYNAMIC DETAILS TEXAS HOLDINGS CORP.
By: /s/ TIMOTHY DONNELLY
---------------------------------------
Title: Vice President
By: DYNAMIC DETAILS INCORPORATED, COLORADO
SPRINGS
By: /s/ TIMOTHY DONNELLY
---------------------------------------
Title: Vice President
By: DYNAMIC DETAILS INCORPORATED, TEXAS
By: /s/ TIMOTHY DONNELLY
---------------------------------------
Title: Vice President
, as a %
--------------------------- ---
Subordinated Noteholder
By:
---------------------------------------
Name:
Title:
[Signature Page to Second Amendment to Plan Support Agreement]