Exhibit 10.5
EXECUTION COPY
FIRST AMENDMENT TO
RESTRUCTURING SUPPORT AGREEMENT
FIRST AMENDMENT, dated as of August 7, 2003 (the "Amendment"), to that
certain Restructuring Support Agreement (together with exhibits, annexes and
attachments thereto, the "RSA"), dated as of August 1, 2003 by and among (i) DDi
Corp. ("DDi"), DDi Intermediate Holdings Corp. ("DDi Intermediate"), DDi Capital
Corp. ("DDi Capital"). Dynamic Details, Incorporated ("DetailSs"), Dynamic
Details, Incorporated, Silicon Valley ("DDISV") and their respective
subsidiaries and affiliates (collectively, the "Company Group"), (ii) the
Administrative Agent (as defined below) and (iii) the Required Lenders signatory
hereto. Capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the RSA.
W I T N E S S E T H:
WHEREAS, pursuant to the RSA, the Consenting Lenders 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 RSA provides that the Consenting 5 1/4% Subordinated
Noteholders and the Consenting 6 1/4% Noteholders have until August 8, 2003 to
execute the Plan Support Agreement (the "PSA"), the form of which is annexed as
Exhibit B to the RSA;
WHEREAS, the 5 1/4% Subordinated Noteholders and the 6 1/4% Noteholders who
are prepared to sign the PSA, have requested that Section 31 of the PSA be
amended, but only upon the terms and subject to the conditions set forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Amendment to Exhibit B. Exhibit B to the RSA is hereby amended by
amending and restating Section 31 in its entirety:
31. Lender Claims and Liens. The Consenting Subordinated Noteholders
agree that until this Agreement is terminated, they shall not dispute
that (a) the Borrowers are indebted to the Administrative Agent and
the Lenders for $72,892,916.17 in outstanding principal amount and
face amount of undrawn letters of credit, plus interest and fees, as
provided under the Credit Agreement (as defined in the Term Sheet) and
the other Pre-Restructuring Loan Documents (as defined in the Term
Sheet) and applicable law and (b) as security for payment of the
foregoing indebtedness, the Lenders have valid, perfected and
unavoidable first-priority liens and charges on, and security
interests in, all or substantially all of the assets of the Borrowers,
as more particularly described in, and evidenced by, the Credit
Agreement and the Pre-Restructuring Loan Documents. Until this
Agreement is terminated, no Consenting Subordinated Noteholder shall
(i) challenge or contest, the validity, binding nature, due
authorization or enforceability of any document or instrument
evidencing the Credit Agreement, the other Pre-Restructuring Loan
Documents or any term or condition thereof or (ii) seek to alter,
amend or supplement the Credit Agreement or any of the other
Pre-Restructuring Loan Documents without the prior written consent of
the Consenting Lenders or (iii) challenge or contest the validity,
enforceability, perfection or priority of (or shall seek to alter the
priority of) any existing lien, charge, security interest, or other
interest in favor of the Lenders or any lien, charge, security
interest, or other interest granted to the Lenders pursuant to the
Pre-Restructuring Loan Documents.
2. Reservation of Rights. Each member of the Company Group jointly and
severally acknowledges and agrees that, (a) the Lenders and the Administrative
Agent shall preserve all rights,
2
remedies, power or privileges set forth in the RSA and under applicable law and
(b) nothing contained herein shall in any way limit or otherwise prejudice, and
the Administrative Agent and the Lenders have reserved their right to invoke
fully, any right, remedy, power or privilege which the Lenders or the
Administrative Agent may not have or may have in the future under or in
connection with the RSA and applicable law, or diminish any of the obligations
of any member of the Company Group contained in the RSA. The rights, remedies,
powers and privileges of the Administrative Agent and the Lenders provided under
this Amendment and the RSA are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.
3. No Change. Except as expressly provided herein, no term or provision of
the RSA shall be amended, waived, modified, consented to or supplemented, and
each term and provision of the RSA shall remain in full force and effect.
4. Effectiveness. This Amendment shall become effective upon the
satisfaction of the following conditions precedent and will be deemed to be
effective as of August 7, 2003 (the "Amendment Effective Date") counterparts
hereof duly executed by each member of the Company Group, the Administrative
Agent and the Required Lenders; the execution and delivery of this Amendment by
any Lender shall be binding upon each of its successors and assigns (including
assignees of its Commitments and Loans in whole or in part prior to
effectiveness hereof).
5. 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.
6. 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 J. DONNELLY
--------------------------------------
Title: Vice President
DYNAMIC DETAILS, INCORPORATED
By: /s/ TIMOTHY J. DONNELLY
--------------------------------------
Title: Vice President
DYNAMIC DETAILS, INCORPORATED, SILICON
VALLEY
By: /s/ TIMOTHY J. DONNELLY
--------------------------------------
Title: Vice President
DYNAMIC DETAILS, INCORPORATED, VIRGINIA
By: /s/ TIMOTHY J. DONNELLY
--------------------------------------
Title: Vice President
DYNAMIC DETAILS TEXAS, L.P.
By: /s/ TIMOTHY J. DONNELLY
--------------------------------------
Title: Vice President
DYNAMIC DETAILS TEXAS HOLDINGS CORP.
By: /s/ TIMOTHY J. DONNELLY
--------------------------------------
Title: Vice President
By: DDi-TEXAS INTERMEDIATE HOLDINGS,
L.L.C.
By: /s/ TIMOTHY J. DONNELLY
--------------------------------------
Title: Vice President
By: DYNAMIC DETAILS TEXAS HOLDINGS CORP.
By: /s/ TIMOTHY J. DONNELLY
--------------------------------------
Title: Vice President
By: DYNAMIC DETAILS INCORPORATED,
COLORADO SPRINGS
By: /s/ TIMOTHY J. DONNELLY
--------------------------------------
Title: Vice President
By: DYNAMIC DETAILS INCORPORATED, TEXAS
By: /s/ TIMOTHY J. DONNELLY
--------------------------------------
Title: Vice President
JPMORGAN CHASE BANK, AS ADMINISTRATIVE
AGENT, COLLATERAL AGENT AND CO-
SYNDICATION AGENT
By: /s/ TIMOTHY J. DONNELLY
--------------------------------------
Title: Vice-President
Bank of Nova Scotia, as a Lender
By: /s/ Mark Sparrow
--------------------------------------
Name: Mark Sparrow
Title: Director
[Signature Page to First Amendment to Restructuring Support Agreement]
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company
Its Investment Manager
By: /s/ Jonathan R. Insull
--------------------------------------
Name: JONATHAN R. INSULL
Title: MANAGING DIRECTOR
By: /s/ Mark L. Gold
--------------------------------------
Name: MARK L. GOLD
Title: MANAGING DIRECTOR
CypressTree Investment Partners I, Ltd.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager.
, as a Lender
By: /s/ Peter M. Campo
--------------------------------------
Name: Peter M. Campo
Title: Analyst
[Signature Page to First Amendment to Restructuring Support Agreement]
CypressTree Investment Partners II, Ltd.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager.
, as a Lender
----------------------------
By: /s/ Peter M. Campo
--------------------------------------
Name: Peter M. Campo
Title: Analyst
[Signature Page to First Amendment to Restructuring Support Agreement]
DEBT STRATEGIES FUND, INC.,
as a Lender
By: /s/ Philip J. Breadel
--------------------------------------
Name: Philip J. Breadel
Title: Authorized Signatory
[Signature Page to First Amendment to Restructuring Support Agreement]
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as a Lender
By: /s/ Gregory Shefrin
--------------------------------------
Name: Gregory Shefrin
Title: Director
[Signature Page to First Amendment to Restructuring Support Agreement]
Grayston CLO 2001-01 Ltd.
By: Bear Stearns Asset Management Inc.
as its Collateral Manager
, as a Lender
---------------------------
By: /s/ Illegible
--------------------------------------
Name: Illegible
Title: Associate Director
[Signature Page to First Amendment to Restructuring Support Agreement]
HARBOUR TOWN FUNDING TRUST, as a Lender
By: /s/ Ann E. Morris
--------------------------------------
Name: ANN E. MORRIS
Title: AUTHORIZED AGENT
IBM Credit LLC, as a Lender
By: /s/ Steven A. Flanagan
--------------------------------------
Name: Steven A. Flanagan
Title: Manager Global Special Handling
[Signature Page to First Amendment to Restructuring Support Agreement]
KZH Crescent-2 LLC, as a Lender
By: /s/ Hi Hua
--------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
[Signature Page to First Amendment to Restructuring Support Agreement]
KZH Crescent-3 LLC, as a Lender
By: /s/ Hi Hua
--------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
[Signature Page to First Amendment to Restructuring Support Agreement]
KZH CypressTree-1 LLC, as a Lender
By: /s/ Hi Hua
--------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
[Signature Page to First Amendment to Restructuring Support Agreement]
MASTER SENIOR FLOATING RATE TRUST,
as a Lender
By: /s/ Philip J. Brendel
--------------------------------------
Name: Philip J. Brendel
Title: Authorized Signatory
[Signature Page to First Amendment to Restructuring Support Agreement]
MERRILL LYNCH PRIME RATE PORTFOLIO,
as a Lender
By: /s/ Philip J. Brendel
--------------------------------------
Name: Philip J. Brendel
Title: Authorized Signatory
[Signature Page to First Amendment to Restructuring Support Agreement]
Morgan Stanley Prime Income Trust,
as a Lender
By: /s/ Sheila A. Finnerty
--------------------------------------
Name: Sheila A. Finnerty
Title: Executive Director
Sankaty Advisors, LLC,
as Collateral Manager for
Brant Point II CBO 2000-1 LTD.,
as Term Lender,
as a Lender
-------------------
By: /s/ Timothy M. Barns
--------------------------------------
Name: Timothy M. Barns
Title: Senior Vice President
[Signature Page to First Amendment to Restructuring Support Agreement]
Sankaty Advisors, LLC
as Collateral Manager for
Castle Hill I - INGOTS, Ltd.,
as Term Lender,
, as a Lender
-------------------
By: /s/ Timothy M. Barns
--------------------------------------
Name: Timothy M. Barns
Title: Senior Vice President
[Signature Page to First Amendment to Restructuring Support Agreement]
Sankaty Advisors, LLC
as Collateral Manager for
Race Point CLO, Limited,
as Term Lender, as a Lender
By: /s/ Timothy M. Barns
--------------------------------------
Name: Timothy M. Barns
Title: Senior Vice President
[Signature Page to First Amendment to Restructuring Support Agreement]
Sankaty High Yield Partners II, L.P.
, as a Lender
--------------------------
By: /s/ Timothy M. Barns
--------------------------------------
Name: Timothy M. Barns
Title: Senior Vice President
[Signature Page to First Amendment to Restructuring Support Agreement]
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Mark L. Gold
--------------------------------------
Name: MARK L. GOLD
Title: MANAGING DIRECTOR
By: /s/ Jonathan R. Insull
--------------------------------------
Name: JONATHAN R. INSULL
Title: MANAGING DIRECTOR
VAN KAMPEN SENIOR LOAN FUND
By: Van Kampen Investment Advisory Corp.
as a Lender
------------------------
By: /s/ Christina Jamieson
--------------------------------------
Name: CHRISTINA JAMIESON
Title: VICE PRESIDENT
[Signature Page to First Amendment to Restructuring Support Agreement]