Details Capital Corp Sample Contracts

Ddi Capital Corp/Dynamic Details Inc – AMENDED AND RESTATED BY-LAWS OF DDI CAPITAL CORP. (December 17th, 2003)
Ddi Capital Corp/Dynamic Details Inc – CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF DDI CORP. (December 17th, 2003)

DDi Corp., a Delaware corporation (the “Corporation”), certifies that, pursuant to authority conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation of the Corporation filed concurrently herewith, and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors, at a meeting duly held on December , 2003, adopted the following resolution, which resolution remains in full force and effect on the date hereof:

Ddi Capital Corp/Dynamic Details Inc – DDi CAPITAL CORP., as Issuer and WILMINGTON TRUST COMPANY, as Trustee (December 17th, 2003)

INDENTURE, dated as of December 12, 2003, between DDi CAPITAL CORP. (f/k/a Details Capital Corp.), a California corporation (together with its permitted successors and any other permitted entity that assumes the obligations under the Senior Notes pursuant to this Indenture, “DDi Capital”), having its principal office at 1231 Simon Circle, Anaheim, California 92806, and WILMINGTON TRUST COMPANY, a Delaware banking corporation and trust company, as trustee (together with its successors, the “Trustee”), having its principal corporate trust office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890.

Ddi Capital Corp/Dynamic Details Inc – SECOND AMENDED AND RESTATED CREDIT AGREEMENT (December 17th, 2003)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December12, 2003, among DDI CAPITAL CORP. (the “Company”), DYNAMIC DETAILS, INCORPORATED (“Details” or the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK AUSTRIA CREDITANSTALT CORP FINANCE, as documentation agent (in such capacity, the “Documentation Agent”) and JPMORGAN CHASE BANK, as administrative agent.

Ddi Capital Corp/Dynamic Details Inc – REGISTRATION RIGHTS AGREEMENT (Secured Lender Warrants) (December 17th, 2003)

THIS AGREEMENT is made as of December 12, 2003, by and among DDi Corp., a Delaware corporation (the “Company”), and JPMorgan Chase Bank, as Administrative Agent (in such capacity, the “Administrative Agent”) on behalf each of the holders of the Registrable Securities (as defined below) listed on the Schedule of Holders attached hereto (collectively referred to herein as the “Holders” and individually as a “Holder”). The Company and the Administrative Agent are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.

Ddi Capital Corp/Dynamic Details Inc – SECURED LENDER WARRANT AGREEMENT Dated as of December 12, 2003 among DDI CORP. and Mellon Investor Services LLC as the Warrant Agent and JPMorgan Chase Bank as the Administrative Agent (December 17th, 2003)

SECURED LENDER WARRANT AGREEMENT, dated as of December 12, 2003 (this “Agreement”), among DDi Corp., a Delaware corporation (the “Company”), Mellon Investor Services LLC, a New Jersey limited liability company, as Warrant Agent (in such capacity, the “Warrant Agent”), and JPMorgan Chase Bank, as Administrative Agent on behalf of the Lenders listed on Annex A hereto (in such capacity, the “Administrative Agent”).

Ddi Capital Corp/Dynamic Details Inc – SENIOR DISCOUNT WARRANT AGREEMENT Dated as of December 12, 2003 between DDI CORP. and Mellon Investor Services LLC as the Warrant Agent (December 17th, 2003)

SENIOR DISCOUNT WARRANT AGREEMENT, dated as of December , 2003 (this “Agreement”), between DDi Corp., a Delaware corporation (the “Company”); and Mellon Investor Services LLC, a New Jersey limited liability company, as Warrant Agent (in such capacity, the “Warrant Agent”).

Ddi Capital Corp/Dynamic Details Inc – KIRKLAND & ELLIS LLP Citigroup Center 153 East 53rd Street New York, New York 10022-4675 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Richard L. Wynne (RW-5630) KIRKLAND & ELLIS LLP 777 South Figueroa Street Los Angeles, California 90017 Telephone: (213) 680-8400 Facsimile: (213) 680-8500 Sharon M. Kopman (SK-3295) Reorganization Counsel for Debtors and Debtors in Possession (December 17th, 2003)

The document that you are reading is the Debtors’ First Amended Joint Plan of Reorganization dated as of August 30, 2003, as modified by the Amendment to the Debtors’ First Amended Joint Plan of Reorganization dated as of August 30, 2003 (the “Amendment”), which Amendment was filed on October 31, 2003. The Plan (as defined below) provides for the preservation of the Debtors’ businesses through a comprehensive reorganization and debt recapitalization. Under the Plan, the claims of creditors will be paid, either in full or in part, through issuance of cash, debt or equity interests in Reorganized DDi Corp. (as defined below) and DDi Europe (as defined below) and will otherwise be discharged.

Ddi Capital Corp/Dynamic Details Inc – REGISTRATION RIGHTS AGREEMENT (New Common Stock) (December 17th, 2003)

THIS AGREEMENT is made as of December 12, 2003, by DDi Corp., a Delaware corporation (the “Company”) for the benefit of the holders of the Registrable Securities (as defined below) (each, a “Holder” and collectively, the “Holders”).

Ddi Capital Corp/Dynamic Details Inc – REGISTRATION RIGHTS AGREEMENT (New DDi Corp. Preferred Stock) (December 17th, 2003)

THIS AGREEMENT is made as of December 12, 2003, by DDi Corp., a Delaware corporation (the “Company”) for the benefit of the holders of the Registrable Securities (as defined below) (each, a “Holder” and collectively, the “Holders”).

Ddi Capital Corp/Dynamic Details Inc – REGISTRATION RIGHTS AGREEMENT (New DDi Europe Preferred Stock) (December 17th, 2003)

THIS AGREEMENT is made as of December 12, 2003, by DDi Europe Limited, a company registered in England and Wales (the “Company”) for the benefit of the holders of the Registrable Securities (as defined below) (each, a “Holder” and collectively, the “Holders”).

Ddi Capital Corp/Dynamic Details Inc – SECURED LENDER WARRANT ESCROW AGREEMENT (December 17th, 2003)

THIS SECURED LENDER WARRANT ESCROW AGREEMENT (this “Agreement”), is dated as of December 12, 2003, by and among DDi CORP., a Delaware corporation (the “Company”), Mellon Investor Services LLC, a New Jersey limited liability company, as escrow agent (the “Escrow Agent”) and JPMorgan Chase Bank, as Administrative Agent under the Credit Agreement (as defined below) (in such capacity, the “Credit Agreement Agent”). The Company and the Credit Agreement Agent are sometimes referred to herein as the “Interested Parties”.

Ddi Capital Corp/Dynamic Details Inc – DDI CORP. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION December 12, 2003 (December 17th, 2003)

The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

Ddi Capital Corp/Dynamic Details Inc – SENIOR DISCOUNT WARRANT ESCROW AGREEMENT (December 17th, 2003)

THIS SENIOR DISCOUNT WARRANT ESCROW AGREEMENT (this “Agreement”), is dated as of December 12, 2003, by and among DDi Corp., a Delaware corporation (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company, as escrow agent (the “Escrow Agent”).

Ddi Capital Corp/Dynamic Details Inc – GUARANTEE AND COLLATERAL AGREEMENT made by DDI CORP. in favor of JPMORGAN CHASE BANK, as Administrative Agent Dated as of December 12, 2003 (December 17th, 2003)

GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 12, 2003, made by DDi Corp. (the “Guarantor”), in favor of JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Second Amended and Restated Credit Agreement, dated as of December 12, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DDi Capital Corp. (“DDi Capital”), Dynamic Details, Incorporated (“Details” or the “Borrower”), the Lenders and the Administrative Agent.

Ddi Capital Corp/Dynamic Details Inc – AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by DDI INTERMEDIATE HOLDINGS CORP., DDI CAPITAL CORP., DYNAMIC DETAILS, INCORPORATED, DYNAMIC DETAILS, INCORPORATED, SILICON VALLEY and certain of their Subsidiaries in favor of JPMORGAN CHASE BANK, as Administrative Agent Dated as of December 12, 2003 (December 17th, 2003)

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 12, 2003, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Second Amended and Restated Credit Agreement, dated as of December 12, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DDi Capital Corporation, a California corporation (“DDi Capital”), Dynamic Details, Incorporated, a California corporation (“Details” or the “Borrower”), the Lenders and the Administrative Agent.

Ddi Capital Corp/Dynamic Details Inc – REGISTRATION RIGHTS AGREEMENT (Senior Discount Warrants) (December 17th, 2003)

THIS AGREEMENT is made as of December 12, 2003, by DDi Corp., a Delaware corporation (the “Company”) for the benefit of the holders of the Registrable Securities (as defined below) (each, a “Holder” and collectively, the “Holders”).

Ddi Capital Corp/Dynamic Details Inc – X Chapter 11 (December 17th, 2003)

Upon the Modified First Amended Joint Plan of Reorganization Dated as of August 30, 2003 (the “Plan”)1 and the First Amended Disclosure Statement for the First Amended Joint Plan of Reorganization Dated as of August 30, 2003 (as amended by the Supplement filed on October 31, 2003, collectively the “Disclosure Statement”) filed by the debtors and debtors in possession DDi Corp. and DDi Capital Corp. (collectively, the “Debtors”),2; and upon (a) the hearing held before this Court on September 30, 2003, to consider approval of the Disclosure Statement (the “Disclosure Statement Hearing”), (b) the Order dated October 3, 2003, approving the Disclosure Statement (the “Disclosure Statement Order”), (c) the hearing held before this Court on November 6, 2003 to consider approval of the Supplement (the “Supplement Hearing”), (d) the Order dated November 7, 2003, approving the Supplement (the “Supplement Order”), and (e) the Orders dated September 4, 2003, October 3, 2003, October 7, 2003, and No

Ddi Capital Corp/Dynamic Details Inc – AMENDED AND RESTATED BY-LAWS OF DDi CORP. (December 17th, 2003)
Ddi Capital Corp/Dynamic Details Inc – DDI CORP PROVIDES UPDATE ON NEGOTIATIONS WITH ITS SENIOR LENDERS AND CONVERTIBLE NOTEHOLDERS Company Announces Further Reductions to Goodwill and Reclassifications of Indebtedness Recorded in Fiscal 2002 (April 1st, 2003)

ANAHEIM, CA – April 1, 2003 – DDi Corp. (Nasdaq SmallCap: DDIC), a leading provider of time-critical, technologically advanced interconnect services for the electronics industry, today announced that the forbearance agreement between the Company and its senior lenders expired today. Accordingly, the lenders under the Dynamic Details senior credit facility will have the right to exercise all or any of their rights and remedies under the terms of the U.S. senior credit facility. Notwithstanding the fact that the senior lenders did not extend their forbearance agreement with the Company, the Company believes that it continues to make progress in its negotiations with its senior lenders to restructure its U.S. senior credit facility in order to provide the Company with a sustainable and flexible long-term credit facility that will allow the Company to implement its business plan. In addition, the Company believes that it has made, and will continue to make, progress with members of the ad

Ddi Capital Corp/Dynamic Details Inc – Contract (March 3rd, 2003)

FORBEARANCE AGREEMENT, dated as of February 26, 2003 (the “Forbearance 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) each Subsidiary Guarantor (together with the Company and the Borrowers, the “Grantors”); (v) the several banks and other financial institutions from time to time parties to the Credit Agreement referred to below (individually, a “Lender,” and collectively, the “Lenders”); (vi) Bankers Trust Company, as documentation and co-syndication agent; and (vi) JPMorgan Chase Bank, as collateral, co-syndication and administrative agent (in such capacity, the “Administrative Agent”).

Ddi Capital Corp/Dynamic Details Inc – 6.25% SUBORDINATED CONVERTIBLE NOTES DUE 2007 (May 15th, 2002)

Exhibit 10.3 ================================================================================ INDENTURE between DDI CORP. and STATE STREET BANK AND TRUST COMPANY AS TRUSTEE APRIL 2, 2002 6.25% SUBORDINATED CONVERTIBLE NOTES DUE 2007 ================================================================================ TABLE OF CONTENTS Page ----

Ddi Capital Corp/Dynamic Details Inc – 6.25% Convertible Subordinated Notes Due 2007 (May 15th, 2002)

Exhibit 10.1 EXECUTION COPY -------------- DDi Corp. $100,000,000 6.25% Convertible Subordinated Notes Due 2007 Purchase Agreement New York, New York March 26, 2002 J.P. Morgan Securities, Inc. Robertson Stephens, Inc. c/o J.P. Morgan Securities, Inc. 277 Park Avenue 9th Floor New York, New York 10013 Ladies and Gentlemen: DDi Corp., a corporation organized under the laws of the State of Delaware (the "Company"), proposes to issue and sell to J.P. Morgan Securities, Inc. and Robertson Stephens, Inc. (the "Initial Purchasers")

Ddi Capital Corp/Dynamic Details Inc – REGISTRATION RIGHTS AGREEMENT (May 15th, 2002)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT Dated as of April 2, 2002 By and Between DDI CORP. as Issuer and J.P. MORGAN SECURITIES INC. ROBERTSON STEPHENS, INC. as Initial Purchasers 6.25% Convertible Subordinated Notes Due 2007 TABLE OF CONTENTS Page ---- 1. Definitions..............................................................1 2. Shelf Registration.......................................................5 3. Addition

Ddi Capital Corp/Dynamic Details Inc – 2001 DEBENTURE (March 28th, 2002)

EXHIBIT 10.19 CONFORMED COPY 2001 DEBENTURE DATED 15 NOVEMBER 2001 -------------------------------------------------------------------------------- THE COMPANIES NAMED HEREIN AS THE CHARGING COMPANIES (1) - and - THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND (2) --------------------------------------------- COMPOSITE GUARANTEE AND DEBENTURE --------------------------------------------- CONTENTS

Ddi Capital Corp/Dynamic Details Inc – AMENDMENT TO LEASE (March 28th, 2002)

EXHIBIT 10.30 AMENDMENT TO LEASE ------------------ THIS AMENDMENT TO LEASE ("Amendment") is dated as of this 9th day of November, 2001, by and between D&D TAROB PROPERTIES, LLC, a California limited liability company ("Lessor"), and, DYNAMIC DETAILS INCORPORATED SILICON VALLEY, a Delaware corporation, formerly known as Dynamic Circuits, Inc., a Delaware Corporation ("Lessee"), who agree as follows: 1. Recital. This Agreement is made with reference to the following facts ------- and objectives: A. Mercury Partners 30, Inc. and Dynamic, Circuits Inc. entered into that certain Standard Industrial/Commercial Multi-Lease Agreement dated March 20, 1997 ("Lease"), for the lease of approximately 32,025 square feet of space located at 1988 Tarob Court, Milpitas, California, which is more particularly described in the Lease ("Premis

Details Capital Corp – GUARANTEE AND COLLATERAL AGREEMENT (August 7th, 1998)

================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by DETAILS INTERMEDIATE HOLDINGS CORP., DETAILS CAPITAL CORP., DETAILS, INC., DYNAMIC CIRCUITS, INC., and certain of their Subsidiaries in favor of THE CHASE MANHATTAN BANK, as Administrative Agent Dated as of July 23, 1998 ================================================================================ TABLE OF CONTENTS Page ----

Details Capital Corp – CREDIT AGREEMENT (August 7th, 1998)

DETAILS CAPITAL CORP. DETAILS, INC. DYNAMIC CIRCUITS, INC. __________________________________ CREDIT AGREEMENT _________________ dated as of July 23, 1998 __________________________________ BANKERS TRUST COMPANY, as Documentation and Co-Syndication Agent THE CHASE MANHATTAN BANK, as Collateral, Co-Syndication and Administrative Agent ____________________________ [LOGO OF CHASE APPEARS HERE] TABLE OF CONTENTS -----------------

Details Capital Corp – STOCK CONTRIBUTION AND MERGER AGREEMENT (August 7th, 1998)

STOCK CONTRIBUTION AND MERGER AGREEMENT DATED AS OF JULY 23, 1998 BY AND AMONG DETAILS HOLDINGS CORP. AND DYNAMIC CIRCUITS INC. AND THE STOCKHOLDERS OF DYNAMIC CIRCUITS INC. TABLE OF CONTENTS ARTICLE I CONTRIBUTION AND MERGER............................................... 4 1.1. CONTRIBUTION OF DCI COMMON STOCK................................ 4 1.2. DISCOUNT NOTES.................................................. 4 1.3. MERGERCO I MERGER............................................... 4 1.4. OPTION AND BONUS PLAN PAYMENTS..................................

Details Capital Corp – 1.1 PARTIES: THIS LEASE "LEASE"), dated for reference purposes only, (January 20th, 1998)

EXHIBIT 10.17 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET (Do not use this form for Multi-Tenant Property) 1. BASIC PROVISIONS ("BASIC PROVISIONS") 1.1 PARTIES: THIS LEASE "LEASE"), dated for reference purposes only, ---- June 15 , 1994, is made by and between Michael J. Irvin, Trustee of ---------------- -- --------------------------------- the Davila Living Trust dated March 13, 1989 ("LESSOR") and Colorado ------------------------------------------------ ---------------- Springs Circuits, Inc. -------------------------------------------------------------------------------- ("LESSEE"), (collectively -----------

Details Capital Corp – EMPLOYMENT AGREEMENT (January 20th, 1998)

EMPLOYMENT AGREEMENT James Marcelli ("Marcelli") and Details, Inc. ("Details," which shall include the Company unless the context otherwise requires), for good and valuable consideration including the mutual promises contained herein, hereby agree to the following: 1. Effective Date of the Agreement. The effective date of this Agreement -------------------------------- is December __, 1997 (the "Effective Date"). For purposes of this Agreement, the term "Employment Period" shall mean the period beginning on the date hereof and ending on the later of December 31, 2000 or the date twelve months after written notice of the expiration thereof is given by Marcelli or the Company to the other. 2. Duties. During his employment, Marcelli shall serve as the President ------- of the NTI Division of Details (such NTI Div

Details Capital Corp – AMENDED AND RESTATED RECAPITALIZATION AGREEMENT (January 20th, 1998)

EXECUTION COPY ================================================================================ AMENDED AND RESTATED RECAPITALIZATION AGREEMENT DATED AS OF OCTOBER 4, 1997 BY AND AMONG DI ACQUISITION CORP. AND THE STOCKHOLDERS LISTED ON SCHEDULE 1 HERETO AND DETAILS, INC. ================================================================================ SCHEDULES AND ANNEXES --------------------- I - Securities II - Security Ownership 1.3(a) - Terms of Class A and Class L Common Stock 1.5(a) -

Details Capital Corp – MANAGEMENT AGREEMENT (January 20th, 1998)

MANAGEMENT AGREEMENT This Management Agreement (this "Agreement") is entered into as of the 28th day of October 1997 by and between Details, Inc., a California corporation (together with each of its direct and indirect subsidiaries becoming party hereto by executing a counterpart signature page hereof, the "Company"), and Bain Capital Partners V, L.P., a Delaware limited partnership ("Bain"). Whereas, DI Acquisition Corp., a California corporation ("DIA"), the Company and the Company's stockholders are party to that certain Amended and Restated Recapitalization Agreement dated as of October 4, 1997 (the "Recapitalization Agreement") pursuant to which the Company will be recapitalized by means of a merger of DIA with and into the Company (the "Recapitalization"); Whereas, Bain is providing advisory and other services to the Company in connection with the debt financing (the "Financing") being prov

Details Capital Corp – 1996 Employee Stock Option Plan (November 26th, 1997)

DETAILS, INC. 1996 Employee Stock Option Plan ------------------------------- 1. PURPOSE OF THE PLAN; DEFINITIONS (a) Purpose. ------- The purpose of the DETAILS, INC., 1996 EMPLOYEE STOCK OPTION PLAN (the "Plan") is (i) to further the growth and success of DETAILS, INC., a California corporation (the "Company"), and its Subsidiaries (as hereinafter defined) by enabling employees of the Company and its Subsidiaries to acquire shares of Common Stock, no par value (the "Common Stock"), of the Company, thereby increasing their personal interest in such growth and success, and (ii) to provide a means of rewarding outstanding performance by such persons to the Company and/or its Subsidiaries. Options granted under the Plan may be either "incentive stock options" ("ISOs"), intended to qualify as such under the provisions of Section 422 of the Internal Revenue C

Details Capital Corp – EMPLOYMENT AGREEMENT AND INCENTIVE (November 26th, 1997)

EMPLOYMENT AGREEMENT AND INCENTIVE COMPENSATION PLAN This Employment Agreement and Incentive Compensation Plan ("Agreement") is made as of the 1st day of September, 1995, between Details, Inc., a California corporation ("Details"), and Bruce D. McMaster ("Employee") with respect to the following recitals of facts: R E C I T A L S A. Details is an electronics component manufacturer engaged in the business of quick turn-around production of high quality multilayer printed circuit boards for production prototype applications and for urgently needed assembly operations in the electronics industry. B. Employee is presently an employee of Details who has been appointed to the position of President. C. Details and Employee entered into an Employee Incentive Compensation Plan on December 12, 1994, with respect to the calendar year 1995 providing fo