<PAGE>
As filed with the Securities and Exchange Commission on April 7, 2000
Registration No. 333-95623
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 4
TO
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
DDi CORP.
DDi MERGER CO.(1)
(Exact name of registrants as specified in their charters)
California 3672 95-3253877
Delaware (Primary Standard 06-1576013
(State or other Industrial (I.R.S. Employer
jurisdiction Classification Code Identification No.)
of incorporation or Number)
organization)
1220 Simon Circle, Anaheim, California 92806
(714) 688-7200
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive office)
--------------
Charles D. Dimick Bruce D. McMaster
Chairman President and Chief Executive Officer
DDi Corp. DDi Corp.
1220 Simon Circle 1220 Simon Circle
Anaheim, California 92806 Anaheim, California 92806
(714) 688-7200 (714) 688-7200
(Name, address, including zip code, and telephone number, including area code,
of agents for service)
--------------
Copies of all communications, including communications sent to agents for
service, should be sent to:
Alfred O. Rose, Esq. Stacy J. Kanter, Esq.
Ropes & Gray Skadden, Arps, Slate, Meagher & Flom
One International Place LLP
Boston, Massachusetts 02110-2624 Four Times Square
(617) 951-7000 New York, New York 10036-6572
(212) 735-3000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered Share(2) Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share........ $ $287,140,625 $75,805(3)
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</TABLE>
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(1) DDi Corp., a California corporation, will reincorporate in Delaware
concurrently with the closing of this offering by way of merger with and
into its subsidiary, DDi Merger Co., a Delaware corporation, which
expressly adopts this Registration Statement for all purposes under the
Securities Act.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(3) $75,805 was paid as of March 22, 2000.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates, except
the Securities and Exchange Commission registration fee and the National
Association of Securities Dealers, Inc. filing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration fee.............. $ 75,805
National Association of Securities Dealers, Inc. filing fee...... 29,214
Nasdaq National Market listing fee............................... 90,000
Printing and engraving expenses.................................. 500,000
Legal fees and expenses.......................................... 1,250,000
Accounting fees and expenses..................................... 1,000,000
Blue sky fees and expenses....................................... 5,000
Transfer agent and Registrar fees................................ 3,500
Miscellaneous.................................................... 3,883,481
----------
Total.......................................................... $6,837,000
==========
</TABLE>
Item 14. Indemnification of Directors and Officers.
The Registrant's Delaware Certificate of Incorporation provides that the
Registrant's directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that the exculpation from liabilities is not permitted
under the Delaware General Corporation Law as in effect at the time such
liability is determined. The Delaware By-Laws provide that the Registrant shall
indemnify its directors to the full extent permitted by the laws of the State
of Delaware.
Prior to the consummation of this offering, the Company will enter into
indemnification agreements with each of its directors and executive officers
that provide for indemnification and expense advancement to the fullest extent
permitted under the Delaware General Corporation Law.
Item 15. Recent Sales of Unregistered Securities.
During the last three years, DDi Corp. has issued the following securities
without registration under the Securities Act of 1933, as amended (the
"Securities Act"):
(1) Between October 4 and December 31, 1997, DDi Corp. completed the
recapitalization and the NTI acquisition. In connection with these
transactions, DDi Corp. issued an aggregate of 1,996,143.5408 shares of
Class A common stock and an aggregate of 233,503.6897 shares of Class L
common stock to affiliates of Bain Capital, Inc., affiliates of Celerity
Partners, L.L.C., affiliates of The Chase Manhattan Corporation, pre-
recapitalization shareholders, pre-acquisition NTI shareholders, NTI
employees and other investors for pre-recapitalization retained shares and
an aggregate of approximately $62.4 million.
(2) DDi Corp. completed the DCI merger on July 23, 1998. In connection
with the DCI merger, DDi Corp. issued an aggregate of 1,276,279.1690 shares
of Class A common stock and an aggregate of 162,064.5076 shares of Class L
common stock to pre-acquisition DCI shareholders in exchange for pre-
acquisition shares and vested options for pre-acquisition shares of DCI.
(3) Between September 30, 1998 and December 31, 1999, DDi Corp. sold an
aggregate of 157,804.8675 shares of Class A common stock and an aggregate
of 672.0093 shares of Class L common stock to employees and other persons
with business relationships to DDi, and to holders of Class A common stock
options for an aggregate of approximately $1.0 million.
II-1
<PAGE>
(4) Pursuant to employee equity incentive and stock option plans,
between October 1997 and December 31, 1999 DDi Corp. issued an aggregate of
352,306.8508 options to purchase Class A common stock and an aggregate of
46,299.5379 options to purchase Class L common stock.
(5) Affiliates of The Chase Manhattan Corporation were granted Class A
and Class L common stock warrants in connection with temporary financing
associated with the October 1997 recapitalization.
All such shares were exempt from registration under the Securities Act of
1933, as amended, pursuant to (S)4(2) thereof. In addition, on or after the
completion of the sale and distribution of the securities being registered, DDi
Corp. expects to issue shares of its common stock to MCM Electronics investors
in exchange for all of the outstanding ordinary shares of MCM Electronics. The
number of shares issued will depend on the closing date and initial public
offering price per share of the securities being registered, and the amount of
MCM Electronics debt on that date. See "Prospectus Summary--Recent
Developments," "Dilution" and note (g) to "Unaudited Pro Forma Consolidated
Balance Sheet." The issuance of shares to MCM Electronics investors will be
exempt from registration under the Securities Act of 1933, as amended, pursuant
to Regulation S thereof.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits:
Some of the following exhibits have been previously filed with the
Securities and Exchange Commission pursuant to the requirements of the
Securities Act or the Securities Exchange Act. Such exhibits are identified by
the parenthetical references following the listing of each such exhibit and are
incorporated herein by reference.
<TABLE>
<C> <S>
1.1# Form of Underwriting Agreement.
3.1# Form of DDi Corp. Delaware Certificate of Incorporation.
3.2# Form of DDi Corp. Delaware By-laws.
4.1# Form of Stockholders Agreement dated as of March 31, 2000.
4.2# Form of certificate representing shares of Common Stock.
5.1# Opinion of Ropes & Gray.
10.1 Amended and Restated Recapitalization Agreement dated as of October 4,
1997. (Previously filed as Exhibit 10.2 to Registration Statement No.
333-41187, as amended).
10.2 Stock Contribution and Merger Agreement dated July 23, 1998 by and
among Details Holding Corp. and Dynamic Circuits Inc. and the
Stockholders of Dynamic Circuits Inc. (Previously filed as Exhibit 2.1
to Form 8-K dated July 23, 1998).
10.2.1# Form of Amendment dated as of March 31, 2000, to the Stock
Contribution and Merger Agreement dated July 23, 1998 by and among
Details Holdings Corp. and Dynamic Circuits Inc. and the Stockholders
of Dynamic Circuits Inc.
10.3.1# Credit Agreement dated as of July 23, 1998, as Amended and Restated as
of August 28, 1998.
10.3.2# First Amendment dated as of March 10, 1999, to the Credit Agreement
dated as of July 23, 1998, as Amended and Restated as of August 28,
1998.
10.3.3 Second Amendment dated as of March 22, 2000 to the Credit Agreement
dated as of July 23, 1998, as Amended and Restated as of August 28,
1998.
10.4 Details Holdings Corp.--Dynamic Circuits 1996 Stock Option Plan dated
as of July 23, 1998. (Previously filed as Exhibit 10.6 to the Annual
Report on Form 10-K for the fiscal year ended December 31, 1998 File
No.333-41187 and 333-41211).
10.5 Details Holdings Corp.--Dynamic Circuits 1997 Stock Options Plan dated
as of July 23, 1998. (Previously filed as Exhibit 10.7 to the Annual
Report on Form 10-K for the fiscal year ended December 31, 1998 File
No.333-41187 and 333-41211).
10.6 Details Holdings Corp. Bonus Plan dated as of July 23, 1998.
(Previously filed as Exhibit 10.8 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 File No.333-41187 and
333-41211).
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
10.7 Management Agreement dated October 28, 1997. (Previously filed as
Exhibit 10.6 to Registration Statement No. 333-41187, as amended).
10.8# Form of 2000 DDi Corp. Equity Incentive Plan.
10.9 1997 Details, Inc. Equity Incentive Plan. (Previously filed as Exhibit
10.7 to Registration Statement No. 333-41187, as amended).
10.10 1996 Employee Stock Option Plan dated December 31, 1996. (Previously
filed as Exhibit 10.8 to Registration Statement No. 333-41187, as
amended).
10.11 1996 Performance Stock Option Plan dated December 31, 1996. (Previously
filed as Exhibit 10.9 to Registration Statement No. 333-41187, as
amended).
10.12 Real Property Master Lease Agreement dated January 1, 1996. (Previously
filed as Exhibit 10.4 to Registration Statement No. 333-41187, as
amended).
10.13 Personal Property Master Lease Agreement dated January 1, 1996.
(Previously filed as Exhibit 10.5 to Registration Statement No. 333-
41187, as amended).
10.14 McMaster Employment Agreement dated September 1, 1995, as amended
October 28, 1997. (Previously filed as Exhibit 10.10 to Registration
Statement No. 333-41187, as amended).
10.15 Gisch Employment Agreement dated September 19, 1995 as amended October
28, 1997. (Previously filed as Exhibit 10.11 to Registration Statement
No. 333-41187, as amended).
10.16 Muse Employment Agreement dated September 1, 1995, as amended October
28, 1997. (Previously filed as Exhibit 10.12 to Registration Statement
No. 333-41187, as amended).
10.17 Wright Employment Agreement dated September 1, 1995, as amended October
28, 1997. (Previously filed as Exhibit 10.13 to Registration Statement
No. 333-41187, as amended).
10.18 Dimick Employment Agreement dated July 23, 1998. (Previously filed as
Exhibit 10.21 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 File No.333-41187 and 333-41211).
10.19 Halvorson Employment Agreement dated July 23, 1998. (Previously filed
as Exhibit 10.22 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 File No.333-41187 and 333-41211).
10.20 Peters Employment Agreement dated July 23, 1998. (Previously filed as
Exhibit 10.23 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 File No.333-41187 and 333-41211).
10.21 NTI Stock Purchase Agreement dated December 19, 1997. (Previously filed
as Exhibit 10.4 to Registration Statement No. 333-41187, as amended).
10.22 NTI Real Property Lease Agreement dated as of June 15, 1994.
(Previously filed as Exhibit 10.16 to Registration Statement No. 333-
41187, as amended).
10.23 NTI Real Property Lease Agreement dated as of June 15, 1994.
(Previously filed as Exhibit 10.17 to Registration Statement No. 333-
41187, as amended).
10.24 NTI Real Property Lease Agreement dated as of June 15, 1994.
(Previously filed as Exhibit 10.18 to Registration Statement No. 333-
41187, as amended).
10.25 DCI Real Property Lease Agreement dated as of July 22, 1991.
(Previously filed as Exhibit 10.30 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 File No. 333-41187 and
333-41211).
10.26 DCI Real Property Lease Agreement dated as of March 20, 1997.
(Previously filed as Exhibit 10.31 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 File No. 333-41187 and 333-
41211).
10.27 DCI Real Property Lease Agreement dated as of November 12, 1997.
(Previously filed as Exhibit 10.32 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 File No. 333-41187 and 333-
41211).
10.28 DCI Real Property Lease Agreement dated as of August 18, 1998.
(Previously filed as Exhibit 10.33 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 File No. 333-41187 and 333-
41211).
10.29 Cuplex Real Property Lease Agreement dated as of April 14, 1998.
(Previously filed as Exhibit 10.34 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 File No. 333-41187 and 333-
41211).
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
10.30 Cuplex Real Property Lease Agreement dated as of May 13, 1996.
(Previously filed as Exhibit 10.35 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 File No. 333-41187 and
333-41211).
10.31 Cuplex Real Property Lease Agreement dated as of November 2, 1995.
(Previously filed as Exhibit 10.36 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 File No. 333-41187 and
333-41211).
10.32 Indenture dated as of November 18, 1997. (Previously filed as Exhibit
4.1 to Registration Statement No. 333-41187, as amended).
10.33 Supplemental Indenture dated as of February 10, 1998. (Previously
filed as Exhibit 4.2 to Registration Statement No. 333-41187, as
amended).
10.34 Indenture dated as of November 18, 1997. (Previously filed as Exhibit
4.1 to Registration Statement No. 333-41211).
10.35# First Supplemental Indenture dated as of July 23, 1998.
10.36# Form of Merger Agreement between DDi Corp., a California corporation,
and DDi Merger Co., a Delaware corporation.
10.37# Form of DDi Corp. Employee Stock Purchase Plan.
10.38# Share Purchase Agreement between the shareholders of MCM Electronics
Limited and DDi Corp. dated as of March 22, 2000.
21.1# Subsidiaries of the registrant.
23.1# Consent of PricewaterhouseCoopers LLP regarding DDi Merger Co.
23.2# Consent of PricewaterhouseCoopers LLP regarding DDi Corp.
23.3# Consent of PricewaterhouseCoopers LLP regarding Dynamic Circuits Inc.
23.4 Consent of Ropes & Gray (included in the opinion filed as Exhibit
5.1).
23.5# Consent of KPMG Audit Plc regarding Symonds Limited.
24.1 Power of attorney pursuant to which amendments to this registration
statement may be filed (included on the signature page in Part II
hereof).
27.1# DDi Corp. Financial Data Schedule.
</TABLE>
- --------
# Previously filed.
II-4
<PAGE>
(b) Financial Statement Schedules.
The schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions, are inapplicable or not material, or the information
called for thereby is otherwise included in the financial statements and
therefore has been omitted.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such manner as requested by the underwriters to
permit prompt delivery to each purchaser.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under "Item 14--Indemnification
of Directors and Officers" above, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, DDi
Corp. has duly caused this Registration Statement on Form S-1 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Anaheim, State of California, on this 7th day of April, 2000.
DDi Corp.
By: /s/ Bruce D. McMaster
----------------------------------
Name: Bruce D. McMaster
Title: Chief Executive Officer
* * * *
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-1 has been signed by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bruce D. McMaster President, Chief Executive April 7, 2000
______________________________________ Officer (Principal
Bruce D. McMaster Executive Officer) and
Director
/s/ Joseph P. Gisch Chief Financial Officer April 7, 2000
______________________________________ (Principal Financial and
Joseph P. Gisch Accounting Officer)
* Director April 7, 2000
______________________________________
Charles D. Dimick
* Director April 7, 2000
______________________________________
David Dominik
* Director April 7, 2000
______________________________________
Edward W. Conard
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director April 7, 2000
______________________________________
Stephen G. Pagliuca
* Director April 7, 2000
______________________________________
Prescott Ashe
* Director April 7, 2000
______________________________________
Stephen M. Zide
* Director April 7, 2000
______________________________________
Mark R. Benham
* Director April 7, 2000
______________________________________
Christopher Behrens
</TABLE>
* See Power of Attorney executed by each such officer and/or director on the
Registration Statement on Form S-1 previously filed with the SEC on January 28,
2000, appointing Bruce D. McMaster and Joseph P. Gisch, and each of them
singly, as true and lawful attorney-in-fact and agent with full power to sign
this and any and all amendments (including post-effective amendments) to this
Registration Statement.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, DDi
Merger Co. has duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Anaheim, State of California, on this 7th day of April, 2000.
DDi Merger Co.
By: /s/ Bruce D. McMaster
----------------------------------
Name: Bruce D. McMaster
Title: Chief Executive Officer
* * * *
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-1 has been signed by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bruce D. McMaster President, Chief Executive April 7, 2000
______________________________________ Officer (Principal
Bruce D. McMaster Executive Officer) and
Director
/s/ Joseph P. Gisch Chief Financial Officer April 7, 2000
______________________________________ (Principal Financial and
Joseph P. Gisch Accounting Officer)
/s/ Charles D. Dimick Director April 7, 2000
______________________________________
Charles D. Dimick
* Director April 7, 2000
______________________________________
David Dominik
/s/ Edward W. Conard Director April 7, 2000
______________________________________
Edward W. Conard
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen G. Pagliuca Director April 7, 2000
______________________________________
Stephen G. Pagliuca
/s/ Prescott Ashe Director April 7, 2000
______________________________________
Prescott Ashe
* Director April 7, 2000
______________________________________
Stephen M. Zide
* Director April 7, 2000
______________________________________
Mark R. Benham
* Director April 7, 2000
______________________________________
Christopher Behrens
</TABLE>
II-9
<PAGE>
Exhibits:
Some of the following exhibits have been previously filed with the
Securities and Exchange Commission pursuant to the requirements of the
Securities Act or the Securities Exchange Act. Such exhibits are identified by
the parenthetical references following the listing of each such exhibit and are
incorporated herein by reference.
<TABLE>
<C> <S>
1.1# Form of Underwriting
Agreement.
3.1# Form of DDi Corp. Delaware Certificate of
Incorporation.
3.2# Form of DDi Corp. Delaware By-
laws.
4.1# Stockholders Agreement dated as
of March , 2000.
4.2# Form of certificate representing shares of
Common Stock.
5.1# Opinion of Ropes &
Gray.
10.1 Amended and Restated Recapitalization Agreement dated as of October 4, 1997.
(Previously filed as Exhibit 10.2 to Registration Statement No. 333-41187, as
amended).
10.2 Stock Contribution and Merger Agreement dated July 23, 1998 by and among Details
Holding Corp. and Dynamic Circuits Inc. and the Stockholders of Dynamic Circuits
Inc. (Previously filed as Exhibit 2.1 to Form 8-K dated July 23, 1998).
10.2.1# Form of Amendment dated as of March 31, 2000, to the Stock Contribution and
Merger Agreement dated July 23, 1998 by and among Details Holdings Corp. and
Dynamic Circuits Inc. and the Stockholders of Dynamic Circuits Inc.
10.3.1# Credit Agreement dated as of July 23, 1998, as Amended and Restated as of
August 28, 1998.
10.3.2# First Amendment dated as of March 10, 1999, to the Credit Agreement dated as of
July 23, 1998, as Amended and Restated as of August 28, 1998.
10.3.3 Second Amendment dated as of March 22, 2000 to the Credit Agreement dated as of
July 23, 1998, as Amended and Restated as of August 28, 1998.
10.4 Details Holdings Corp.--Dynamic Circuits 1996 Stock Option Plan dated as of
July 23, 1998. (Previously filed as Exhibit 10.6 to the Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 File No.333-41187 and
333-41211).
10.5 Details Holdings Corp.--Dynamic Circuits 1997 Stock Options Plan dated as of
July 23, 1998. (Previously filed as Exhibit 10.7 to the Annual Report on Form
10-K for the fiscal year ended December 31, 1998 File No.333-41187 and 333-
41211).
10.6 Details Holdings Corp. Bonus Plan dated as of July 23, 1998. (Previously filed as
Exhibit 10.8 to the Annual Report on Form 10-K for the fiscal year ended December
31, 1998 File No.333-41187 and 333-41211).
10.7 Management Agreement dated October 28, 1997. (Previously filed as Exhibit 10.6
to Registration Statement No. 333-41187, as amended).
10.8# Form of 2000 DDi Corp. Equity
Incentive Plan.
10.9 1997 Details, Inc. Equity Incentive Plan. (Previously filed as Exhibit 10.7 to
Registration Statement No. 333-41187, as amended).
10.10 1996 Employee Stock Option Plan dated December 31, 1996. (Previously filed as
Exhibit 10.8 to Registration Statement No. 333-41187, as amended).
10.11 1996 Performance Stock Option Plan dated December 31, 1996. (Previously filed as
Exhibit 10.9 to Registration Statement No. 333-41187, as amended).
10.12 Real Property Master Lease Agreement dated January 1, 1996. (Previously filed as
Exhibit 10.4 to Registration Statement No. 333-41187, as amended).
10.13 Personal Property Master Lease Agreement dated January 1, 1996. (Previously filed
as Exhibit 10.5 to Registration Statement No. 333-41187, as amended).
10.14 McMaster Employment Agreement dated September 1, 1995, as amended October
28, 1997. (Previously filed as Exhibit 10.10 to Registration Statement No.
333-41187, as amended).
10.15 Gisch Employment Agreement dated September 19, 1995 as amended October 28, 1997.
(Previously filed as Exhibit 10.11 to Registration Statement No. 333-41187, as
amended).
10.16 Muse Employment Agreement dated September 1, 1995, as amended October 28, 1997.
(Previously filed as Exhibit 10.12 to Registration Statement No. 333-41187, as
amended).
10.17 Wright Employment Agreement dated September 1, 1995, as amended October 28, 1997.
(Previously filed as Exhibit 10.13 to Registration Statement No. 333-41187, as
amended).
10.18 Dimick Employment Agreement dated July 23, 1998. (Previously filed as Exhibit 10.21
to the Annual Report on Form 10-K for the fiscal year ended December 31, 1998 File
No.333-41187 and 333-41211).
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10.19 Halvorson Employment Agreement dated July 23, 1998. (Previously filed as Exhibit
10.22 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1998
File No.333-41187 and 333- 41211).
10.20 Peters Employment Agreement dated July 23, 1998. (Previously filed as Exhibit 10.23
to the Annual Report on Form 10-K for the fiscal year ended December 31, 1998 File
No.333-41187 and 333-41211).
10.21 NTI Stock Purchase Agreement dated December 19, 1997. (Previously filed as Exhibit
10.4 to Registration Statement No. 333-41187, as amended).
10.22 NTI Real Property Lease Agreement dated as of June 15, 1994. (Previously filed as
Exhibit 10.16 to Registration Statement No. 333-41187, as amended).
10.23 NTI Real Property Lease Agreement dated as of June 15, 1994. (Previously filed as
Exhibit 10.17 to Registration Statement No. 333-41187, as amended).
10.24 NTI Real Property Lease Agreement dated as of June 15, 1994. (Previously filed as
Exhibit 10.18 to Registration Statement No. 333-41187, as amended).
10.25 DCI Real Property Lease Agreement dated as of July 22, 1991. (Previously filed as
Exhibit 10.30 to the Annual Report on Form 10-K for the fiscal year ended December
31, 1998 File No. 333-41187 and 333-41211).
10.26 DCI Real Property Lease Agreement dated as of March 20, 1997. (Previously filed as
Exhibit 10.31 to the Annual Report on Form 10-K for the fiscal year ended December
31, 1998 File No. 333-41187 and 333-41211).
10.27 DCI Real Property Lease Agreement dated as of November 12, 1997. (Previously filed
as Exhibit 10.32 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 File No. 333-41187 and 333-41211).
10.28 DCI Real Property Lease Agreement dated as of August 18, 1998. (Previously filed as
Exhibit 10.33 to the Annual Report on Form 10-K for the fiscal year ended December
31, 1998 File No. 333-41187 and 333-41211).
10.29 Cuplex Real Property Lease Agreement dated as of April 14, 1998. (Previously filed
as Exhibit 10.34 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 File No. 333-41187 and 333-41211).
10.30 Cuplex Real Property Lease Agreement dated as of May 13, 1996. (Previously filed as
Exhibit 10.35 to the Annual Report on Form 10-K for the fiscal year ended December
31, 1998 File No. 333-41187 and 333-41211).
10.31 Cuplex Real Property Lease Agreement dated as of November 2, 1995. (Previously
filed as Exhibit 10.36 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 File No. 333-41187 and 333-41211).
10.32 Indenture dated as of November 18, 1997. (Previously filed as Exhibit 4.1 to
Registration Statement No. 333-41187, as amended).
10.33 Supplemental Indenture dated as of February 10, 1998. (Previously filed as Exhibit
4.2 to Registration Statement No. 333-41187, as amended).
10.34 Indenture dated as of November 18, 1997. (Previously filed as Exhibit 4.1 to
Registration Statement No. 333-41211).
10.35# First Supplemental Indenture dated as of July 23, 1998.
10.36# Form of Merger Agreement between DDi Corp., a California corporation, and DDi
Merger Co., a Delaware corporation.
10.37# Form of DDi Corp. Employee Stock Purchase Plan.
10.38# Share Purchase Agreement between the shareholders of MCM Electronics Limited and
DDi Corp. dated as of March 22, 2000.
21.1# Subsidiaries of the registrant.
23.1# Consent of PricewaterhouseCoopers LLP regarding DDi Merger Co.
23.2# Consent of PricewaterhouseCoopers LLP regarding DDi Corp.
23.3# Consent of PricewaterhouseCoopers LLP regarding Dynamic Circuits Inc.
23.4 Consent of Ropes & Gray (included in the opinion filed as Exhibit 5.1).
23.5# Consent of KPMG Audit Plc regarding Symonds Limited.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
24.1 Power of attorney pursuant to which amendments to this registration statement may
be filed (included on the signature page in Part II hereof).
27.1# DDi Corp. Financial Data Schedule.
</TABLE>
- --------
* To be filed by amendment.
# Previously filed.
<PAGE>
SECOND AMENDMENT
SECOND AMENDMENT, dated as of March 22, 2000 (this "Amendment") to the
Credit Agreement, dated as of July 23, 1998 and as Amended and Restated as of
August 28, 1998 (as amended, modified or supplemented from time to time, the
"Credit 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) the several banks and other financial
institutions from time to time parties thereto, (individually, a "Lender," and
collectively, the "Lenders"); (v) BANKERS TRUST COMPANY, as documentation and
co-syndication agent; and (vi) THE CHASE MANHATTAN BANK ("Chase"), as
collateral, co-syndication and administrative agent (in such capacity, the
"Administrative Agent").
W I T N E S S E T H :
- - - - - - - - - -
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 defined are used herein as defined in the Credit Agreement.
2. Amendment to Section 1.1. Section 1.1 is hereby amended by
adding the following definitions in the appropriate alphabetical order:
'"DDI Corp.": DDI Corp., a Delaware corporation and successor
by merger to Holdings. After such merger, references in the Loan
Documents to Holdings shall mean to refer to DDI Corp.
"Initial Public Offering": an underwritten public offering by
Holdings of Capital Stock of Holdings or any Subsidiary or parent
thereof pursuant to a registration statement filed with the Securities
and Exchange Commission in accordance with the Securities Act of 1933,
as amended.
"MCM": MCM Electronics Limited, a United Kingdom corporation.
<PAGE>
2
"MCM Acquisition": the acquisition by Holdings of all of the
Capital Stock of MCM pursuant to the MCM Share Purchase Agreement.
"MCM Share Purchase Agreement": the Share Purchase Agreement,
dated on or about March 22, 2000, among Holdings and the shareholders
of MCM named therein, which agreement is on terms and conditions
satisfactory to the Administrative Agent and none of the provisions of
which have been amended, modified or waived in a manner which would
adversely affect the interests of the Administrative Agent or the
Lenders without the prior consent of the Administrative Agent.
"Reference Period": with respect to any date, means the period
of four consecutive fiscal quarters of the Borrower immediately
preceding such date or, if such date is the last day of a fiscal
quarter, ending on such date.
"Second Amendment": the Second Amendment, dated as of March
27, 2000, to this Agreement.
"Second Amendment Effective Date": the date of effectiveness
of the Second Amendment.'
3. Amendment to Section 1.2. Section 1.2 is hereby amended by adding
the following provision at the end thereof:
"(e) For the purposes of calculating Consolidated EBITDA for
any Reference Period pursuant to any determination of the Consolidated
Leverage Ratio, (i) if at any time during such Reference Period Details
or any Subsidiary shall have made any Material Disposition, the
Consolidated EBITDA for such Reference Period shall be reduced by an
amount equal to the Consolidated EBITDA (if positive) attributable to
the Property which is the subject of such Material Disposition for such
Reference Period or increased by an amount equal to the Consolidated
EBITDA (if negative) attributable thereto for such Reference Period;
(ii) if during such Reference Period Details or any Subsidiary shall
have made a Material Acquisition, Consolidated EBITDA for such
Reference Period shall be calculated after giving pro forma effect
thereto as if such Material Acquisition occurred on the first day of
such Reference Period; and (iii) if during such Reference Period any
Person that subsequently became a Subsidiary or was merged with or into
Details or any Subsidiary since the beginning of such Reference Period
shall have entered into any disposition or acquisition transaction that
would have required an adjustment pursuant to clause (i) or (ii) above
if made by Details or a Subsidiary during such Reference Period,
Consolidated EBITDA for such Reference Period shall be calculated after
giving pro forma effect thereto as if such transaction occurred on the
first day of such Reference Period. As used in this paragraph,
"Material Acquisition" means any acquisition of Property or series of
related acquisitions of Property (including by way of merger) which (a)
constitutes assets comprising all or substantially all of a facility or
an operating unit of a business or constitutes all or substantially all
of the common stock of a Person and (b) involves the payment of
consideration by Details and its Subsidiaries (valued at the initial
principal amount
<PAGE>
3
thereof in the case of non-cash consideration consisting of notes or
other debt securities and valued at fair market value in the case of
other non-cash consideration) in excess of $5,000,000; and "Material
Disposition" means any Disposition of Property or series of related
Dispositions of Property which yields gross proceeds to Details or any
of its Subsidiaries (valued at the initial principal amount thereof in
the case of non-cash proceeds consisting of notes or other debt
securities and valued at fair market value in the case of other
non-cash proceeds) in excess of $5,000,000."
4. Amendment to Section 2.10. Section 2.10 is hereby amended by (1)
inserting the following at the beginning thereof: "(a)" and (2) inserting the
following new clause (b) at the end thereof:
"(b) Each optional prepayment in respect of the Tranche B Term
Loans on or prior to the second anniversary of the Second Amendment
Effective Date shall be accompanied by a prepayment premium equal to
(a) if such prepayment is made on or prior to the first anniversary of
the Second Amendment Effective Date, 2% of the principal amount of such
prepayment and (b) if such prepayment is made after the first
anniversary of the Second Amendment Effective Date and on or prior to
the second anniversary of the Second Amendment Effective Date, 1% of
the principal amount of such prepayment; provided that no such
prepayment premium shall be payable to the extent such prepayment is
made with the proceeds of the IPO."
5. Amendment to Section 2.11(a). Section 2.11(a) is hereby amended by
(1) deleting the word "and" at the end of clause (iv) thereof and substituting
in lieu thereof the following: "," and (2) adding the following clause (vi) to
the end thereof:
"and (vi) an amount of the aggregate Net Cash Proceeds from the
issuance of Capital Stock of Holdings in connection with the Initial
Public Offering which are used (a) to redeem up to 100% of accreted
principal plus any premium required pursuant to the callback provisions
in the relevant note purchase agreement in effect on the Closing Date
and any accrued interest on the New Intermediate Holdco Notes, (b) to
redeem up to 40% of accreted principal plus any premium required
pursuant to the callback provisions in the relevant indenture in effect
on the Closing Date and any accrued interest on the Company Zeros and
(c) either directly or through MCM, to repay the Investor Loans Amount
(as defined in the MCM Share Purchase Agreement) in an amount equal to
approximately $24,000,000, to pay approximately $2,000,000 of other
consideration in connection with the MCM Acquisition and to pay fees
and expenses in connection with the MCM Acquisition, all such payments
referred to in this clause (c) in an aggregate amount equal to
approximately $31,700,000; provided that the exceptions specified in
paragraphs (a), (b) and (c) above are only available to the extent that
the amount of the Net Cash Proceeds in connection with the Initial
Public Offering which are applied toward the prepayment of the Term
Loans and the reduction of the Revolving Credit Commitments is at least
equal to $100,000,000."
6. Addition to Section 2.11. There shall be added to Section 2.11 the
following new paragraph (f):
<PAGE>
4
"(f) Each mandatory prepayment in respect of the Tranche B
Term Loans on or prior to the second anniversary of the Second
Amendment Effective Date shall be accompanied by a prepayment premium
equal to (a) if such prepayment is made on or prior to the first
anniversary of the Second Amendment Effective Date, 2% of the principal
amount of such prepayment and (b) if such prepayment is made after the
first anniversary of the Second Amendment Effective Date and on or
prior to the second anniversary of the Second Amendment Effective Date,
1% of the principal amount of such prepayment; provided that no such
prepayment premium shall be payable to the extent such prepayment is
made with the proceeds of the IPO."
7. Amendment to Section 7.8. Section 7.8(j) of the Credit Agreement
hereby is amended by deleting such section in its entirety and substituting in
lieu thereof the following:
"(j) in addition to investments otherwise expressly permitted
by this Section 7.8, investments by Details or any of its Subsidiaries
in an aggregate amount (valued at cost, but net of returns of capital
from such investments) during the term of this Agreement, which when
combined with the aggregate amount of dividends paid in reliance on
Section 7.6(f), shall not exceed the sum of $10,000,000 and the then
unused Permitted Expenditure Amount on the date upon which such
investment is made; provided, that no such investments in reliance on
this Section 7.8(j) may be made in MCM or any of its Subsidiaries or
the business conducted by any of them."
8. Amendment to Section 7.9. Section 7.9(a) is hereby amended by (1)
deleting the word "Make" at the beginning thereof and substituting in lieu
thereof the following: "make" and (2) adding the following language at the
beginning thereof:
"Except as provided in Section 2.11(a)(vi) hereof,"
9. Amendment to Section 7.10. Section 7.10 is hereby amended by (1)
adding the following at the beginning of clauses (ii), (iii) and (iv) thereof:
"prior to the consummation of any Initial Public Offering," , (2) deleting the
word "and" at the end of clause (iii) thereof, (3) deleting the period the end
of clause (iv) and substituting in lieu thereof the following: "; and" and (iv)
adding at the end thereof the following new clause (v):
"(v) contemporaneously with the consummation of any Initial
Public Offering, the payment of fees to Bain Capital and/or Bain
Affiliates in connection with such Initial Public Offering and the
termination of the management agreement in an aggregate amount with
respect to all such fees not to exceed $3,250,000."
10. Amendment to Section 8(m). Section 8 of the Credit Agreement hereby
is amended by deleting clause (m) thereof in its entirety and substituting in
lieu thereof the following:
" (m) (i) Holdings shall conduct, transact or otherwise engage
in, or commit to conduct, transact or otherwise engage in, any business
or operations, other than those
<PAGE>
5
incidental to its ownership of the Capital Stock of New Intermediate
Holdco and MCM; (ii) MCM shall conduct, transact or otherwise engage
in, or commit to conduct, transact or otherwise engage in, any business
or operations, other than those businesses in which it is engaged in on
the date of its acquisition by Holdings or which are reasonably related
thereto; (iii) New Intermediate Holdco shall conduct, transact or
otherwise engage in, or commit to conduct, transact or otherwise engage
in, any business or operations, other than (A) those incidental to its
ownership of the Capital Stock of the Company and DCI and all the
membership interests in Designco and (B) the making of the loan
referred to in Section 5.1(b)(iii) prior to the Second Closing Date;
(iv) Designco shall conduct, transact or otherwise engage in, or commit
to conduct, transact or otherwise engage in, any business or
operations, other than the Design Business; (v) Holdings or New
Intermediate Holdco shall incur, create, assume or suffer to exist any
Indebtedness or other liabilities or financial obligations, other than
(A) nonconsensual obligations imposed by operation of law, (B) in the
case of New Intermediate Holdco, the New Intermediate Holdco Notes, (C)
obligations with respect to its Capital Stock, (D) in the case of
Holdings or New Intermediate Holdco, Indebtedness incurred to finance
AHYDO Payment, and (E) the obligations of Holdings under its cash bonus
plan on terms in existence on the date hereof; (vi) Holdings shall own,
lease, manage or otherwise operate any properties or assets (including
cash and Cash Equivalents), other than Capital Stock of New
Intermediate Holdco and Capital Stock and Indebtedness of MCM; or (vii)
New Intermediate Holdco shall own, lease, manage or otherwise operate
any properties or assets (including cash and Cash Equivalents), other
than (A) the Capital Stock of the Company, all the membership interests
in Designco and (prior to the Second Closing Date) the Capital Stock of
DCI and (B) cash received directly or indirectly in connection with
dividends paid by Details in accordance with Section 7.6 pending
application in the manner contemplated by said Section; or "
11. Fees. In consideration of the agreement of the Lenders to consent
to the amendments contained herein, the Borrowers agree to pay to each Lender
which so consents on or prior to March 27, 2000, an amendment fee in an amount
equal to 25 basis points of the amount of such Lender's Commitment, payable on
the date hereof in immediately available funds.
12. Effectiveness. This Amendment shall become effective on the date on
which the following conditions precedent shall have been satisfied (such date,
the "Effective Date"):
(a) the Administrative Agent shall have received counterparts of this
Amendment, duly executed and delivered by Holdings, the Borrowers and the
Required Prepayment Lenders;
(b) 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
Second Amendment, which shall be in form and substance reasonably satisfactory
to the Administrative Agent and
<PAGE>
6
shall state that the resolutions thereby certified have not been amended,
modified, revoked or rescinded;
(c) 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;
(d) 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
(e) 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
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
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 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 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.
<PAGE>
7
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/
---------------------------------
Title:
DYNAMIC DETAILS, INCORPORATED
By: /s/
---------------------------------
Title:
DYNAMIC DETAILS, INCORPORATED,
SILICON VALLEY
By: /s/
---------------------------------
Title:
<PAGE>
8
THE CHASE MANHATTAN BANK, as
Administrative Agent, Collateral Agent,
Co-Syndication Agent and as a Lender
By: /s/
---------------------------------
Title:
BANKERS TRUST COMPANY, as
Documentation Agent, Co-Syndication Agent
and as a Lender
By: /s/
---------------------------------
Title:
BANK AUSTRIA CREDITANSTALT
By: /s/
---------------------------------
Title:
THE BANK OF NOVA SCOTIA
By: /s/
---------------------------------
Title:
<PAGE>
9
BANKBOSTON, N.A.
By: /s/
---------------------------------
Title:
CITIZENS BANK OF MASSACHUSETTS
By: /s/
---------------------------------
Title:
CRESCENT/MACH I PARTNERS, L.P.
By: /s/
---------------------------------
Title:
CYPRESSTREE INVESTMENT PARTNERS, I
By: /s/
---------------------------------
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: /s/
---------------------------------
Title:
<PAGE>
10
CYPRESSTREE SENIOR FLOATING RATE FUND
By: /s/
---------------------------------
Title:
DRESDNER BANK AG
By: /s/
---------------------------------
Title:
DEBT STRATEGIES FUND II, INC.
By: /s/
---------------------------------
Title:
FIRST DOMINION FUNDING II
By: /s/
---------------------------------
Title:
<PAGE>
11
FLEET BANK, N.A.
By: /s/
---------------------------------
Title:
INDOSUEZ CAPITAL FUNDING IIA, LTD.
By: /s/
---------------------------------
Title:
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: /s/
---------------------------------
Title:
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/
---------------------------------
Title:
KZH CRESCENT 2 LLC
By: /s/
---------------------------------
Title:
<PAGE>
12
KZH CRESCENT 3 LLC
By: /s/
---------------------------------
Title:
KZH CYPRESSTREE-1 LLC
By: /s/
---------------------------------
Title:
ML SENIOR FLOATING RATE FUND II, INC.
By: /s/
---------------------------------
Title:
MSDW PRIME INCOME TRUST
By: /s/
---------------------------------
Title:
MASS MUTUAL HIGH YIELD PARTNERS II
By: /s/
---------------------------------
Title:
<PAGE>
13
MASSACHUSETTS MUTUAL LIFE
INSURANCE
By: /s/
---------------------------------
Title:
MERRILL LYNCH PRIME RATE PORTFOLIO
By: /s/
---------------------------------
Title:
MERRILL LYNCH SENIOR FLOATING RATE FUND
By: /s/
---------------------------------
Title:
PILGRIM AMER. HIGH INCOME INVEST. LTD.
By: /s/
---------------------------------
Title:
<PAGE>
14
PILGRIM CLO 1999-LTD.
By: /s/
---------------------------------
Title:
PILGRIM PRIME RATE TRUST
By: /s/
---------------------------------
Title:
THE CHASE MANHATTAN BANK (SPS SWAPS)
By: /s/
---------------------------------
Title:
SANKATY HIGH YIELD ASSET PARTNERS
By: /s/
---------------------------------
Title:
SOMERS CDO, LIMITED
By: /s/
---------------------------------
Title:
TORONTO DOMINION (NEW YORK) INC.
By: /s/
---------------------------------
Title:
VAN KAMPEN SENIOR FLOATING RATE FUND
By: /s/
---------------------------------
Title:
