EXHIBIT 10.16
FOURTH AMENDMENT
FOURTH AMENDMENT, dated as of February 13, 2001 (this "Amendment") to
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the Credit Agreement, dated as of July 23, 1998 and as Amended and Restated as
of August 28, 1998 (as amended by the First Amendment, dated as of March 10,
1999, the Second Amendment, dated as of March 22, 2000, the Third Amendment,
dated as of October 10, 2000 and as may be further amended, modified or
supplemented from time to time, the "Credit Agreement"), among (i) DDI Capital
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Corp., formerly known as Details Capital Corp. (the "Company"); (ii) Dynamic
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Details, Incorporated, formerly known as Details, Inc. ("Details"); (iii)
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Dynamic Details Incorporated, Silicon Valley, formerly known as Dynamic
Circuits, Inc. ("DCI", and collectively with Details, the "Borrowers"); (iv) the
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several banks and other financial institutions from time to time parties
thereto, (individually, a "Lender," and collectively, the "Lenders"); (v)
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BANKERS TRUST COMPANY, as documentation and co-syndication agent; and (vi) THE
CHASE MANHATTAN BANK ("Chase"), as collateral, co-syndication and administrative
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agent (in such capacity, the "Administrative Agent").
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W I T N E S S E T H :
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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
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defined are used herein as defined in the Credit Agreement.
2. Amendment to Section 1.1. (a) Section 1.1 of the Credit
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Agreement is hereby amended by deleting the definition of "Specified Change of
Control" therein and substituting in lieu thereof the following new definition:
"'Specified Change of Control': a "Change of Control" (or
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analogous concept) as defined in any of the Senior Subordinated Note
Indenture, the Company Indenture or the documentation governing the
issuance of the Convertible Subordinated Notes, in each case, to the extent
there is Indebtedness outstanding thereunder and such definition (or
concept) remains applicable thereto at the date of determination."
(b) Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of "ECF Percentage" therein.
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(c) Section 1.1 of the Credit Agreement is hereby amended by adding
thereto in the appropriate alphabetical order the following new defined terms:
"'Convertible Subordinated Notes': the convertible subordinated
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notes of Holdings to be issued on or prior to February 28, 2001; provided,
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that (i) such notes do not provide for the payment of principal prior to
the date which is one year following the final maturity of all of the
Loans, (ii) the aggregate principal amount of such notes does not exceed
$133,000,000 and (iii) the cash interest rate on such notes does not exceed
6.00% per annum.
'Fourth Amendment': the Fourth Amendment, dated as of February
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14, 2001, to this Agreement.
'Fourth Amendment Effective Date': the date of effectiveness of
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the Fourth Amendment."
3. Amendment to Section 2.1. Section 2.1 of the Credit Agreement is
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hereby amended by increasing the amount in the last line thereof (which was
added to the Credit Agreement pursuant to the Third Amendment) by $50,000,000.
4. Waiver of Section 2.10(b). Each Tranche B Term Loan Lender which
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is a signatory hereto hereby agrees to waive the payment by the Borrowers of the
prepayment premium set forth in Section 2.10(b) with respect to any prepayment
to be made to it on or after the Fourth Amendment Effective Date and on or prior
to the second anniversary of the Second Amendment Effective Date.
5. Amendments to Section 2.11. (a) Section 2.11(a) of the Credit
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Agreement is hereby amended by deleting such section in its entirety and
substituting in lieu thereof the following new Section 2.11(a):
"(a) Unless the Required Prepayment Lenders shall otherwise agree, if
any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries,
an amount equal to 100% of the Net Cash Proceeds thereof shall be applied
on the date of such Incurrence toward the prepayment of the Term Loans and
the reduction of the Revolving Credit Commitments as set forth in Section
2.11(d); provided that no such prepayment and reduction shall be required
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pursuant to this Section 2.11(a) with respect to (i) other than to the
extent set forth therein, Indebtedness Incurred in accordance with Section
7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its
Subsidiaries (based on the commitment amount of such Indebtedness (whether
or not drawn) and the foreign currency exchange rates, in each case, at the
time of the Incurrence of any such Indebtedness (for this purpose, with
respect to any undrawn facility, Indebtedness thereunder shall be deemed to
be Incurred when the commitment with respect to such facility shall be made
(whether or not amounts are drawn thereunder at such time)) and (iii) any
Net Cash Proceeds from the issuance of the Convertible Subordinated Notes;
provided, that the Net Cash Proceeds described in this clause (iii) are
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used in the manner described in Section 6.13(a)."
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(b) Section 2.11(c) of the Credit Agreement is hereby amended by
deleting the first sentence and substituting in lieu thereof the following:
"Unless the Required Prepayment Lenders shall otherwise agree,
if, for any fiscal year of Details with respect to which on the last day
thereof the Consolidated Senior Leverage Ratio is greater than or equal to
1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the
relevant Excess Cash Flow Application Date, prepay the Term Loans and
reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in
an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii)
an amount sufficient to cause the Consolidated Senior Leverage Ratio,
determined on a pro forma basis as of the end of such fiscal year as if
such prepayments and reductions were made on the last day of such fiscal
year, to be less than 1.50 to 1.00; provided, that no such prepayment or
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reduction shall be required with respect to any Excess Cash Flow for the
fiscal year of Details ended December 31, 2000."
6. Amendment to Section 2.17(d). Section 2.17(d) of the Credit
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Agreement is hereby amended by deleting such section in its entirety.
7. Amendment to Section 6. Section 6 of the Credit Agreement is
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hereby amended by adding thereto at the end thereof the following new Section
6.13:
"6.13 Convertible Subordinated Notes and Equity Proceeds. (a)
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The Net Cash Proceeds from the issuance by Holdings of the Convertible
Subordinated Notes and its common stock on or about the Fourth Amendment
Effective Date (including any Net Cash Proceeds with respect to the
Convertible Subordinated Notes or common stock issued pursuant to the
exercise of the underwriters' over-allotment option in connection
therewith) shall be applied in the following order:
(i) First, Holdings shall reserve at least $1,000,000 in a
segregated blocked account solely to pay expenses that it or its
Subsidiaries will incur in connection with the repurchase of the
Senior Subordinated Notes and the Company Zeros. After Holdings has
certified to the Administrative Agent that all such expenses have been
paid and no money remains in either of the accounts described in
clauses (ii) and (iii) below after the application thereof in
accordance with the terms thereof, the Administrative Agent will
release any remaining funds held in that blocked account to, or at the
direction of, Holdings.
(ii) Second, Holdings shall contribute at least $108,000,000 to
the common equity of Details. Details shall deposit such amount in an
interest-bearing collateral account pledged in favor of the Lenders
under the sole direction and control of, and pursuant to arrangements
satisfactory to, the Administrative Agent. So long as no Default or
Event of Default has occurred and is then continuing, the
Administrative Agent will release funds held in that account from time
to time at Details' request to permit Details to apply such funds to
repurchase or defease the Senior Subordinated Notes. Once Details has
repurchased or defeased all of the Senior Subordinated Notes, then so
long as no Default or Event of Default has occurred and is then
continuing, the Administrative Agent will
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release funds held in that account to, or at the direction of,
Details. So long as at such time no Default or Event of Default has
occurred and is then continuing, on November 15, 2001 Details will
redeem all outstanding Senior Subordinated Notes and the
Administrative Agent will release funds held in that account to permit
Details to apply such funds to redeem such notes. The Administrative
Agent will then release any remaining funds held in that account to,
or at the direction of, Details.
(iii) Third, Holdings shall contribute to the common equity of
the Company an amount equal to the lesser of (a) $61,000,000 or (b)
the balance of such Net Cash Proceeds. The Company shall deposit such
amount in an interest-bearing collateral account pledged in favor of
the Lenders under the sole direction and control of, and pursuant to
arrangements satisfactory to, the Administrative Agent. So long as no
Default or Event of Default has occurred and is then continuing, the
Administrative Agent will release funds held in that account from time
to time at the Company's request to permit the Company to apply such
funds to repurchase or defease the Company Zeros (subject to the time
limit specified in the second following sentence) or to prepay the
Term Loans and reduce the Revolving Credit Commitments as set forth in
Section 2.11(d). Once the Company has repurchased or defeased Company
Zeros with a par amount equal to the amount so deposited in that
account divided by 0.9675 (or has applied 0.9675 times the par amount
of any such Company Zeros that at such time it has not repurchased or
defeased toward the prepayment of the Term Loans and the reduction of
the Revolving Credit Commitments as set forth in Section 2.11(d)),
then so long as no Default or Event of Default has occurred and is
then continuing, the Administrative Agent will release funds held in
that account to, or at the direction of, the Company. So long as no
Default or Event of Default has occurred and is then continuing, on
December 31, 2001, the Company will apply funds that remain in that
account to prepay Term Loans and reduce the Revolving Credit
Commitments as set forth in Section 2.11(d) until (x) no funds remain
in that account or (y) the amount applied to prepay Term Loans and
reduce the Revolving Credit Commitments as set forth in Section
2.11(d) pursuant to this section 6.13(a)(iii) equals or exceeds the
difference between (i) the amount deposited in that account and (ii)
0.9675 times the par amount of the Company Zeros that at such time the
Company has repurchased or defeased. The Administrative Agent will
then release any remaining funds held in that account to, or at the
direction of, the Company.
(b) If any Capital Stock shall be issued by Holdings or any of
its Subsidiaries at any time after the Fourth Amendment Effective Date
(excluding (i) the issuance of common stock upon exercise of options
pursuant to regular stock option plans or similar plans of Holdings and
(ii) the issuance to Holdings or any of its Subsidiaries by any of its
Subsidiaries of any of their respective Capital Stock, in each case, to the
extent any such Capital Stock is issued to the Company or any of its
Subsidiaries, such Capital Stock is pledged to the Administrative Agent
pursuant to the applicable Loan Document), cause an amount equal to at
least 50% of the Net Cash Proceeds thereof to be contributed (to the extent
such Capital Stock is not issued by Details or any of its Subsidiaries) to
the
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common equity of Details and used for the general corporate purposes of
Details and its Subsidiaries, including repurchases of the Senior
Subordinated Notes."
8. Amendments to Section 7.6. (a) Section 7.6(e) of the Credit
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Agreement is hereby amended by deleting the amount "$500,000" in the third line
and substituting in lieu thereof the amount "$750,000".
(b) Section 7.6 of the Credit Agreement is hereby amended by adding
the following new clauses (g) and (h) thereto:
"(g) so long as no Default or Event of Default shall have occurred
and be continuing, Details may pay dividends to the Company to permit the
Company to pay dividends directly or indirectly to Holdings to permit
Holdings to pay regularly scheduled interest payments on the Convertible
Subordinated Notes at a rate not in excess of the rate in existence on the
issue date of the Convertible Subordinated Notes; and
(h) Details and the Company may pay any amount released to either of
them pursuant to Section 6.13(a) to Holdings or any of its Subsidiaries."
9. Amendment to Section 7.9. Section 7.9 of the Credit Agreement is
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hereby amended by deleting the words: "Except as provided in Section
2.11(a)(vi) or Section 2.11(a)(vii)," at the beginning thereof and inserting
after the reference to clause (a) therein and prior to the word "Make" the
words: "Except as contemplated by Section 2.11(a)(iii) and/or with the Net Cash
Proceeds of an issuance of Capital Stock by Holdings or any of its
Subsidiaries,".
10. Amendments to Section 8(m). (a) Section 8(m)(ii) of the
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Credit Agreement is hereby amended by deleting clause (B) thereof in its
entirety and substituting in lieu thereof the following new clause (B):
"(B) any purchase of securities or assets constituting all or a
material part of a business unit of any Person using any assets generated
by MCM or its Subsidiaries or Net Cash Proceeds of any issuance of Capital
Stock or Incurrence of Indebtedness by Holdings or any of its Subsidiaries
which are not required to prepay the Loans and reduce the Revolving Credit
Commitments pursuant to Section 2.11(a) or to be contributed to the Company
or Details pursuant to Section 6.13;".
(b) Section 8(m)(v) of the Credit Agreement is hereby amended by
deleting the word "and" before the beginning of clause (E) and adding the
following new clause (F) at the end thereof and prior to the semi-colon: "and
(F) in the case of Holdings, the Convertible Subordinated Notes".
(c) Section 8(m)(vi) of the Credit Agreement is hereby amended by
deleting clause (C) in its entirety and substituting in lieu thereof the
following new clause (C): "(C) any amount of cash or cash equivalents
attributable to any activity of Holdings not otherwise prohibited by this
Agreement and as to which this Agreement permits Holdings to retain cash
proceeds or to have cash proceeds distributed to it, or".
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11. Fees. The Borrowers agree to pay to each Tranche A Term Loan
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Lender and Revolving Credit Lender that consents to the amendments contained
herein on or prior to February 13, 2001 (a "Consenting Pro Rata Lender"), an
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amendment fee in an amount equal to 25 basis points of the amount of the
Consenting Pro Rata Lender's Tranche A Term Loan Commitment and Revolving Credit
Commitment, payable on the Fourth Amendment Effective Date in immediately
available funds. In addition, the Borrowers agree to pay to each Tranche B Term
Loan Lender that consents to the amendments contained herein on or prior to
February 13, 2001 (a "Consenting Tranche B Lender"), an amendment fee in an
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amount equal to 100 basis points of the amount of the Consenting Tranche B
Lender's Tranche B Term Loan Commitment, payable on the Fourth Amendment
Effective Date in immediately available funds.
12. Effectiveness. This Amendment shall become effective on the date
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on which the following conditions precedent shall have been satisfied (such
date, the "Effective Date"):
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(a) Holdings shall have received Net Cash Proceeds in an
aggregate amount of at least $150,000,000 from the primary issuance of its
common stock and the issuance of not more than $133,000,000 of the
Convertible Subordinated Notes, and any such proceeds which are required to
be contributed to Details to fund any of such payments shall be so
contributed as common equity;
(b) the Administrative Agent shall have received counterparts of
this Amendment, duly executed and delivered by the Company, the Borrowers
and the Required Prepayment 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) and binding in respect of all of its
Commitments and Loans, including any acquired subsequent to its execution
and delivery hereof and prior to the effectiveness hereof;
(c) 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 Fourth Amendment, which shall be in form and substance
reasonably satisfactory to the Administrative Agent and shall state that
the resolutions thereby certified have not been amended, modified, revoked
or rescinded;
(d) 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;
(e) 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
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(f) 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
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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
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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
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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
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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/ XXXXXX X. XXXXX
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Title:
DYNAMIC DETAILS, INCORPORATED
By: /s/ XXXXXX X. XXXXX
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Title:
DYNAMIC DETAILS, INCORPORATED,
SILICON VALLEY
By: /s/ XXXXXX X. XXXXX
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Title:
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THE CHASE MANHATTAN BANK, as
Administrative Agent, Collateral
Agent, Co-Syndication Agent and
as a Lender
By: /s/ XXXXXX XXXXXXXX
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Title: Vice President
BANKERS TRUST COMPANY, as
Documentation Agent, Co-
Syndication Agent and as a Lender
By: /s/ XXXXX XXXXXXX
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Title: Vice President
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XXX XXXX XX XXXX XXXXXX
By: /s/ X.X. XXXXX
--------------------------------
Title: Director, Technology & Electronics Group
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CITIZENS BANK OF MASSACHUSETTS
By: /s/ [ILLEGIBLE]
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Title: Commercial Lender
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CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company
its Investment Manager
By: /S/ [ILLEGIBLE]
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Title:
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CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: CypressTree Investment Management Company, Inc.
as Portfolio Manager
By: /s/ XXXXXXXX X. XXXXXXX
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Title: Principal
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CYPRESSTREE INVESTMENT PARTNERS II, LTD.
By: CypressTree Investment Management Company, Inc.
as Portfolio Manager
By: /s/ XXXXXXXX X. XXXXXXX
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Title: Principal
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CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management Company, Inc.
as Portfolio Manager
By: /s/ XXXXXXXX X. XXXXXXX
------------------------------------------------
Title: Principal
21
FLEET BANK, N.A.
By: /s/ [ILLEGIBLE]
-------------------------------------------
Title: Director
22
INDOSUEZ CAPITAL FUNDING IIA, LTD.
By: Indosuez-Capital as Portfolio Manager
By: /s/ XXXXXXX XXXXXX
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Title: Vice President
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INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez-Capital as Portfolio Manager
By: /s/ XXXXXXX XXXXXX
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Title: Vice President
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MASS MUTUAL HIGH YIELD PARTNERS II
By: HYP Management, Inc. as Managing Member
By: /s/ [ILLEGIBLE]
----------------------------------------
Title: Vice President
31
MASSACHUSETTS MUTUAL LIFE INSURANCE
By: /s/ [ILLEGIBLE]
------------------------------------
Title: Managing Director
PILGRIM AMER. HIGH INCOME INVEST. LTD.
By: /s/ XXXX X. XXXX
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Title: Assistant Vice President
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By: /s/ XXXXX X. EXETER
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Title: Managing Director
XXXXXX CDO, LIMITED
By: /s/ [ILLEGIBLE]
---------------------------------------
Title: Managing Director
TORONTO DOMINION (NEW YORK) INC.
By: /s/ XXXXX XXXXXX
------------------------------------
Title: Vice President
XXX XXXXXX SR. FLOATING RATE FUND
By: /s/ XXXXXX X. XXXXXX
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Title: Principal
