Exhibit 10.10
Execution Copy
AMENDMENT NO. 4 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "Agreement"), dated as
of March 30, 2007 among DYNAMIC DETAILS, INCORPORATED, a California corporation
("Details"); DYNAMIC DETAILS CANADA, CORP., a Nova Scotia unlimited liability
company ("Canada") and DDI CANADA ACQUISITION CORP., an Ontario corporation
("DDI Canada") (Canada and DDI Canada are collectively referred to herein as
"Borrowers" and individually, a "Borrower"), the other Credit Parties signatory
hereto and GE CANADA FINANCE HOLDING COMPANY, a Nova Scotia unlimited liability
company, for itself, as Lender, and as Agent for Lenders.
RECITALS:
A. The parties hereto have entered into the Credit Agreement dated as of June
30, 2004 among Borrowers, the other Credit Parties, Agent and Lenders, as
amended by Amendment No. 1 to Credit Agreement dated as of June 20, 2005, as
amended by Amendment No. 2 to Credit Agreement dated as of November 8, 2005 and
as amended by Amendment No. 3 to Credit Agreement dated as of October 20, 2006
(collectively, the "Credit Agreement"), pursuant to which Lenders established
revolving credit facilities in favour of Borrowers of up to Forty Million US
Dollars ($40,000,000) for financing of Borrowers' ordinary working capital,
general corporate needs and such other purposes permitted under the Credit
Agreement; capitalized terms used in this Agreement and not otherwise defined in
this Agreement shall have the meanings ascribed to them in the Credit Agreement;
and
B. Each Borrower has secured all of its obligations under the Loan Documents by
granting to Agent, for the benefit of itself and other Lenders, a security
interest in and lien upon, all of its existing and after-acquired personal and
real property; and
C. The Credit Parties other than Borrowers guaranteed the obligations of
Borrowers under the Loan Documents and secured all of their obligations under
the Loan Documents (including their obligations under their guarantees of the
obligations of Borrowers under the Credit Agreement) by granting to Agent, for
the benefit of itself and other Lenders, a security interest in and lien upon
substantially all of their existing and after acquired personal and real
property; and
D The Borrower and the other Credit Parties have requested that the Lenders
reduce the revolving credit facilities extended to Borrowers under the Credit
Agreement from Forty Million US Dollars ($40,000,000) to Twenty-Five Million US
Dollars ($25,000,000), and the Lenders have agreed to reduce the revolving
credit facilities extended to Borrowers under the Credit Agreement on the terms
and conditions set forth in this Agreement; and
E. Contemporaneously with the effectiveness of the amendments contemplated by
this Agreement, the US Credit Agreement is to be amended and restated pursuant
to an amended and restated credit agreement among the parties to the US Credit
Agreement (the "Amended and Restated US Credit Agreement") to, among other
things, reduce the revolving credit facilities established thereunder from
US$40,000,000 to US$25,000,000; and
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F. In order to give effect to the foregoing, Borrowers, Agent and Lenders have
agreed to amend the Credit Agreement on the terms and conditions set forth
herein, and the other Credit Parties have agreed to consent to the amendments
contemplated by this Agreement; and
G. These Recitals shall be construed as part of this Agreement.
NOW THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. REFERENCES. Unless otherwise expressly stated herein, all references in this
Agreement to clauses, Sections, Articles, Exhibits, Annexes and Schedules are
references to clauses, Sections, Articles, Exhibits, Annexes and Schedules of or
to the Credit Agreement.
2. REDUCTION OF COMMITMENTS. Subject to the satisfaction of the conditions set
forth in Section 4 below, Lenders hereby agree to reduce the Revolving Loan
Commitments from Forty Million US Dollars ($40,000,000) to Twenty-Five Million
US Dollars ($25,000,000).
3. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of the conditions
set forth in Section 4 below, and to give effect to the reduction of the
Revolving Loan Commitments contemplated by Section 2 hereof, the Credit
Agreement is hereby amended as follows:
(1) Section 1.5(a) of the Credit Agreement is hereby deleted and replaced with
the following:
(a) Borrowers shall pay interest to Agent, for the ratable benefit of
Lenders in accordance with the various Loans being made by each Lender, in
arrears on each applicable Interest Payment Date, at the following rates:
(i) with respect to the Revolving Credit Advances, the Index Rate plus the
Applicable Revolver Index Margin per annum or, at the election of Borrower
Representative, the applicable LIBOR Rate plus the Applicable Revolver
LIBOR Margin per annum; and (ii) with respect to the Swing Line Loan, the
Index Rate plus the Applicable Revolver Index Margin per annum.
The Applicable Margins are as follows:
Applicable Revolver Index Margin 0.00%
Applicable Revolver LIBOR Margin 1.50%
Applicable L/C Margin 1.50%
(2) Each of the definitions of the defined terms "Commitments" and "Revolving
Loan Commitment" in Annex A (Definitions) of the Credit Agreement, Exhibit
1.1(a)(iii), Exhibit 1.1(b)(ii) is amended to change (A) each reference therein
to "Forty Million Dollars" to "Twenty-Five Million Dollars", and (B) each
reference therein to "$40,000,000" to "$25,000,000".
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(3) The definition of "Commitment Termination Date" in Annex A (Definitions) of
the Credit Agreement is hereby amended by deleting "March 30, 2007" and
substituting therefor "March 30, 2010".
(4) The definition of "EBITDA" in Annex A (Definitions) of the Credit Agreement
is amended by (a) deleting the words "Loan documents" in the twentieth line of
such definition and substituting therefor "Loan Documents" and (b) deleting the
typographical error "ad" in the twenty-first line of such definition and
substituting therefore "and".
(5) The definition of "Liquidity" in Annex A (Definitions) of the Credit
Agreement is amended by inserting the words "(which for purposes of clarity
shall represent cash on a net balance basis)" after the words "US Borrowers'
Deposit Accounts" in the first line of such definition.
(6) The definition of "US Credit Agreement" in Annex A (Definitions) of the
Credit Agreement is hereby deleted and replaced with the following:
"US Credit Agreement" means that certain Amended and Restated Credit
Agreement dated as of March 30, 2007 among US Borrowers, the other Credit
Parties, US Agent and US Lenders, as such agreement may be further amended,
restated, modified or substituted from time to time.
(7) Clause (g) of Annex E (Financial Statements and Projections - Reporting) of
the Credit Agreement is amended by deleting the words "their becoming available"
in the first line of such definition and substituting therefor "Agent's request
therefor".
(8) Clause (m) of Annex E (Financial Statements and Projections - Reporting) of
the Credit Agreement is hereby deleted and replaced with the following:
(m) Good Standing Certificates. At Agent's request, which shall not be more
than once during each calendar quarter in the absence of a Default or Event
of Default, each Borrower and Subsidiary Guarantor shall, unless Agent
shall otherwise consent, provide to Agent a certificate of good standing
from its jurisdiction of organization.
(9) Clause (o) of Annex E (Financial Statements and Projections - Reporting) of
the Credit Agreement is hereby deleted in its entirety.
(10) Clause (a) of Annex F (Collateral Reports) of the Credit Agreement is
amended by adding immediately after "on the fifth Business Day of each Fiscal
Month" in the second line of such Clause (a) the following words "or, for so
long as no Default or Event of Default has occurred and is continuing and the
aggregate Revolving Loan and US Revolving Loan balance is $0, on the 15th
Business Day of each Fiscal Month".
(11) Clause (a)(ii) of Annex F (Collateral Reports) of the Credit Agreement is
amended by (a) deleting the words "trial balance showing" in the first line of
such Clause (a)(ii) and replacing it with the following "listing of" and (b)
deleting the word "invoice" in the second line of such Clause (a)(ii) and
replacing it with the following "due".
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(12) Clause (b)(i) of Annex F (Collateral Reports) of the Credit Agreement is
amended by deleting the words "trial balance" in the first line of such Clause
(b)(i) and replacing it with the following "Receivable listing".
(13) Clause (c) of Annex F (Collateral Reports) of the Credit Agreement is
amended by deleting the words "at the time of delivery of each of the quarterly
Financial Statements delivered pursuant to Annex E" in the first line of such
Clause (c) and replacing it with the following "upon Agent's request".
(14) Annex G of the Credit Agreement is hereby deleted and replaced by the new
Annex G attached hereto.
(15) Annex I of the Credit Agreement is hereby deleted and replaced by the new
Annex I attached hereto.
(16) Annex J of the Credit Agreement is hereby deleted and replaced by the new
Annex J attached hereto.
4. CONDITIONS PRECEDENT TO EFFECTIVENESS. This Agreement shall become effective
on the date upon which each of the following conditions is satisfied:
(a) Amendment No. 4 to Credit Agreement. Agent shall have received this
Agreement or counterparts hereof duly executed and delivered by
Borrowers, each other Credit Party, the Agent and the Lenders and the
representations and warranties in Section 5 hereof shall be true and
correct on and as of such date.
(b) Amended and Restated Credit Agreement. The Amended and Restated US
Credit Agreement shall have been executed and delivered by all parties
thereto and all conditions to effectiveness thereunder shall have been
satisfied or waived in accordance with the conditions thereof, and the
Agent shall have received a fully executed copy of the Amended and
Restated US Credit Agreement.
(c) Resolution. Agent shall have received such documents and certificates
as Agent or its counsel may reasonably request relating to the
authorization of and any other legal matters relating to each
Borrower, the other Credit Parties, this Agreement, the transactions
contemplated hereby and the Credit Agreement as amended hereby,
including certified copies of the resolutions of the directors or
shareholders of each Borrower authorizing the execution, delivery and
performance of this Agreement.
(e) Other Documents. Agent shall have received such other documents as
Agent and Lenders may reasonably request.
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5. REPRESENTATIONS. Each Credit Party represents and warrants to Lenders and
Agent that, as of the date hereof:
(a) This Agreement has been duly authorized, executed and delivered by it,
and this Agreement and the Credit Agreement, as amended hereby,
constitutes legal, valid and binding obligations and are enforceable
in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditor's rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding
in equity or at law.
(b) Upon the effectiveness of this Agreement, each Credit Party hereby
confirms that the representations and warranties made by it in the
Credit Agreement and the Collateral Documents are true and correct on
and as of such date, except to the extent that such representation or
warranty expressly relates to an earlier date.
(c) Such Credit Party is in full compliance with its covenants in the
Credit Agreement and the Collateral Documents, and no Default or Event
of Default has occurred and is continuing on the date hereof after
giving effect to the amendments set forth herein.
6. CREDIT AGREEMENT IN EFFECT. Except as specifically stated herein, the Credit
Agreement shall continue in full force and effect in accordance with the
provisions thereof and is hereby ratified and confirmed.
7. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. After this Agreement becomes
effective as provided herein, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof", "herein", "hereto", "hereby" and similar
expressions, and each reference to "the Credit Agreement" and "the Agreement" in
any Schedule or Annex to the Credit Agreement and, unless the context otherwise
requires, any Collateral Documents shall mean and refer to the Credit Agreement,
as amended by this Agreement.
8. CONFIRMATION OF GUARANTEES AND SECURITY. Each Credit Party other than
Borrowers acknowledges, confirms and agrees that the guarantee executed by such
Credit Party to and in favour of Agent on behalf of itself and other Lenders in
support of the obligations of Borrowers under the Credit Agreement and the other
Loan Documents (collectively, the "Guarantees") remains in full force and
effect, unamended and supports the repayment of the Loans, as amended hereunder.
In addition, each Credit Party (including Borrowers) acknowledges, confirms and
agrees that (i) all security granted by each Credit Party to and in favour of
Agent on behalf of itself and other Lenders as security for the obligations of
such Credit Party under the Credit Agreement (including the Guarantees) and the
other Loan Documents to which it is a party (collectively, the "Credit Party
Security") remains in full force and effect, unamended, and the security
interests, mortgages, charges, liens, assignments, transfers and pledges granted
by each Credit Party in favour of Agent on behalf of itself and other Lenders
pursuant to the Credit Party Security continue to secure and extend to all
debts, liabilities and obligations of such Credit Party to Agent and Lenders
(including the Guarantees), whether direct or indirect, absolute or contingent,
present or future, pursuant to, arising out of, or
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in connection with, the Credit Agreement (as amended hereby) and the other Loan
Documents to which such Credit Party is a party; and (ii) the Guarantees and the
Credit Party Security are all hereby ratified and confirmed.
9. APPLICABLE LAW. This Agreement shall be construed in accordance with and
governed by the laws of Ontario and the laws of Canada applicable therein.
10. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which, when taken together, shall
constitute one instrument. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile shall be as effective as delivery of a
manually executed counterpart of this Agreement.
11. EXPENSES. Borrower agrees to reimburse Agent for its out-of-pocket expenses
in connection with this Agreement, including the reasonable legal fees and
disbursements of Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for Agent.
[BALANCE OF PAGE LEFT BLANK; SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment Agreement to be duly executed by their respective authorized officers
as of the date first above written.
DYNAMIC DETAILS CANADA, CORP.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
DDI CANADA ACQUISITION CORP.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
GE CANADA FINANCE HOLDING COMPANY,
as Agent and Lender
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Duly Authorized Signatory
Signature Page to First Amendment Agreement
The following Persons are signatories to this Amendment No. 4 to Credit
Agreement in their capacity as Credit Parties and not as Borrowers.
DYNAMIC DETAILS, INCORPORATED DYNAMIC DETAILS, INCORPORATED, VIRGINIA
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Chief Title: Vice President & Chief Financial
Financial Officer Officer
DYNAMIC DETAILS INCORPORATED, SILICON DDi SALES CORP.
VALLEY
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Chief Title: Vice President & Chief Financial
Financial Officer Officer
DYNAMIC DETAILS TEXAS, LLC DDi-TEXAS INTERMEDIATE PARTNERS II,
L.L.C.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------- By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------
Title: Vice President & Chief Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Financial Officer Title: Vice President & Chief Financial
Officer
DDi-TEXAS INTERMEDIATE HOLDINGS II,
L.L.C. DYNAMIC DETAILS INCORPORATED,
COLORADO SPRINGS
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------- By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------
Title: Vice President & Chief Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Financial Officer Title: Vice President & Chief Financial
Officer
DDi CORP. DDi CAPITAL CORP.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Chief Title: Vice President & Chief Financial
Financial Officer Officer
Signature Page to First Amendment Agreement
DDi INTERMEDIATE HOLDINGS CORP. DYNAMIC DETAILS, L.P.
By: DDi-TEXAS INTERMEDIATE PARTNERS II,
L.L.C., its General Partner
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Chief Title: Vice President & Chief Financial
Financial Officer Officer
LAMINATE TECHNOLOGY CORP.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Chief
Financial Officer
SOVEREIGN CIRCUITS, INC. SOVEREIGN FLEX PRODUCTS LLC
By: SOVEREIGN CIRCUITS, INC.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇ Its Sole Member
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Chief By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇
Financial Officer ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Chief Financial
Officer
Signature Page to First Amendment Agreement
ANNEX G (SECTION 6.10)
TO
AMENDED AND RESTATED CREDIT AGREEMENT
FINANCIAL COVENANTS
At any time, and from time to time, commencing as of any date when
Liquidity is less than $7,500,000 (the "Liquidity Trigger Event"), and for a
period of 90 days following such time (each such 90 day period at any time and
from time to time being a "Liquidity Trigger Period"), Borrowers shall not
breach or fail to comply with any of the following financial covenants, each of
which shall be calculated in accordance with GAAP consistently applied:
(a) Maximum Capital Expenditures. Details and its Subsidiaries on a
consolidated basis shall not make Capital Expenditures during the following
periods that exceed in the aggregate the amounts set forth opposite each of such
periods:
Period Maximum Capital Expenditures
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Fiscal Year ending 12/31/07 and each
Fiscal Year thereafter $13,000,000
(b) Minimum Fixed Charge Coverage Ratio. Details and its Subsidiaries shall
have on a consolidated basis at the end of each Fiscal Quarter, beginning with
the Fiscal Quarter ending June 30, 2007, a Fixed Charge Coverage Ratio for the
12-month period then ended of not less than 1.10:1.0.
At the end of such Liquidity Trigger Period, during such time Borrowers
achieve and maintain average Liquidity in excess of $7,500,000 (the "Liquidity
Resolution") for a period of 30 consecutive days commencing no earlier than the
60th day after the applicable 90 day Liquidity Trigger Period (for purposes of
clarity, such 30 day look back period may include consecutive preceding days of
such Liquidity Trigger Period, and is referred to herein as the "30 Day Look
Back Period"), the financial covenants set forth in this Annex G will be
suspended temporarily as of the next Fiscal Quarter occurring after the
expiration of the Liquidity Trigger Period and such 30 Day Look Back period,
subject however to reinstatement of such obligations at any time when Liquidity
is less than $7,500,000.
For purposes of clarity, and by way of example, if a Liquidity Trigger
Event shall occur on April 15, 2007, the first Liquidity Trigger Period shall be
from April 15, 2007 through and including July 14, 2007, during which time all
financial covenants above must be complied with by Borrowers. If Borrowers
achieve the Liquidity Resolution on July 14, 2007 by achieving and maintaining
average Liquidity in excess of $7,500,000 from June 15, 2007 through and
including July 14, 2007 (which time period would be the 30 Day Look Back
Period), Borrowers shall not breach or fail to comply with any of the preceding
obligations to comply with financial covenants at all times from the first day
of the Liquidity Trigger Period (which in this example is April 15, 2007)
through and including the quarter ending September 30, 2007. If on September
30, 2007 (i) a Liquidity Trigger Event has not occurred as of such date and (ii)
no Default or Event of Default has occurred (including, without limitation, a
breach of the foregoing financial covenants as tested on September 30, 2007),
the financial covenants set forth in this Annex G will be temporarily suspended
as of the next Fiscal Quarter ended December 31, 2007. If either of clauses (i)
or (ii) of the preceding sentences are not met on September 30, 2007, the
financial covenants set forth in this Annex G will be tested for the Fiscal
Quarter ended December 31, 2007.
In addition, it is understood and agreed that upon the occurrence of any
subsequent Liquidity Trigger Event, the provisions of this Annex G shall once
again govern (i.e., the financial covenants set forth in this Annex G will be
tested for the next Fiscal Quarter and thereafter in the manner as described
above and for the periods described above)
Unless otherwise specifically provided herein, any accounting term used in
the Agreement shall have the meaning customarily given such term in accordance
with GAAP, and all financial computations hereunder shall be computed in
accordance with GAAP consistently applied. That certain items or computations
are explicitly modified by the phrase "in accordance with GAAP" shall in no way
be construed to limit the foregoing. If any "Accounting Changes" (as defined
below) occur and such changes result in a change in the calculation of the
financial covenants, standards or terms used in the Agreement or any other Loan
Document, then Borrowers, Agent and Lenders agree to enter into negotiations in
order to amend such provisions of the Agreement so as to equitably reflect such
Accounting Changes with the desired result that the criteria for evaluating
Borrowers' and their Subsidiaries' financial condition shall be the same after
such Accounting Changes as if such Accounting Changes had not been made;
provided, that the agreement of Requisite Lenders to any required amendments of
such provisions shall be sufficient to bind all Lenders. "Accounting Changes"
means (i) changes in accounting principles required by the promulgation of any
rule, regulation, pronouncement or opinion by (A) the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants, as
applicable, or (B) the Canadian Institute of Chartered Accounts (or, in either
case, any successor thereto or any agency with similar functions), (ii) changes
in accounting principles concurred in by any Borrower's certified public
accountants; (iii) purchase accounting adjustments under A.P.B. 16 or 17 and
EITF 88-16, and the application of the accounting principles set forth in FASB
109, including the establishment of reserves pursuant thereto and any subsequent
reversal (in whole or in part) of such reserves; and (iv) the reversal of any
reserves established as a result of purchase accounting adjustments. All such
adjustments resulting from expenditures made subsequent to March 30, 2007
(including capitalization of costs and expenses or payment of pre-March 30, 2007
liabilities) shall be treated as expenses in the period the expenditures are
made and deducted as part of the calculation of EBITDA in such period. If Agent,
Borrowers and Requisite Lenders agree upon the required amendments, then after
appropriate amendments have been executed and the underlying Accounting Change
with respect thereto has been implemented, any reference to GAAP contained in
the Agreement or in any other Loan Document shall, only to the extent of such
Accounting Change, refer to GAAP, consistently applied after giving effect to
the implementation of such Accounting Change. If Agent, Borrowers and Requisite
Lenders cannot agree upon the required amendments within 30 days following the
date of implementation of any Accounting Change, then all Financial Statements
delivered and all calculations of financial covenants and other standards and
terms in
accordance with the Agreement and the other Loan Documents shall be prepared,
delivered and made without regard to the underlying Accounting Change. For
purposes of SECTION 8.1, a breach of a Financial Covenant contained in this
ANNEX G shall be deemed to have occurred as of any date of determination by
Agent or as of the last day of any specified measurement period, regardless of
when the Financial Statements reflecting such breach are delivered to Agent.
ANNEX I (SECTION 11.10)
TO
AMENDED AND RESTATED CREDIT AGREEMENT
NOTICE ADDRESSES
(A) If to Agent or GE Capital Canada, at
c/o GE Capital Commercial Finance, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Account Manager (DDi)
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
with copies to:
Winston & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
and
General Electric Capital Corporation
▇▇▇ ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Counsel-Commercial Finance
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
(B) If to any Credit Party, to Borrower Representative at
Dynamic Details, Incorporated
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
With copies to:
Dynamic Details, Incorporated
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
ANNEX J (FROM ANNEX A - COMMITMENTS DEFINITION)
TO
CREDIT AGREEMENT
Lender(s):
GE Canada Finance Holding Company
Revolving Loan Commitment
(including a Swing Line Commitment
of US$4,000,000 or the Equivalent
Amount in Canadian Dollars): US$25,000,000 (or the Equivalent Amount in
Canadian Dollars