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AMENDED AND RESTATED GUARANTY

Guarantee Agreement

AMENDED AND RESTATED GUARANTY | Document Parties: DDI CAPITAL CORP | DDI CORP | DDi INTERMEDIATE HOLDINGS CORP | DDI-TEXAS INTERMEDIATE PARTNERS II, LLC | DYNAMIC DETAILS INCORPORATED | DYNAMIC DETAILS TEXAS, LLC | LAMINATE TECHNOLOGY CORP You are currently viewing:
This Guarantee Agreement involves

DDI CAPITAL CORP | DDI CORP | DDi INTERMEDIATE HOLDINGS CORP | DDI-TEXAS INTERMEDIATE PARTNERS II, LLC | DYNAMIC DETAILS INCORPORATED | DYNAMIC DETAILS TEXAS, LLC | LAMINATE TECHNOLOGY CORP

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Title: AMENDED AND RESTATED GUARANTY
Governing Law: California     Date: 5/9/2007

AMENDED AND RESTATED GUARANTY, Parties: ddi capital corp , ddi corp , ddi intermediate holdings corp , ddi-texas intermediate partners ii  llc , dynamic details incorporated , dynamic details texas  llc , laminate technology corp
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                                                                    Exhibit 10.7

                                                               EXECUTION VERSION

                          AMENDED AND RESTATED GUARANTY

     THIS AMENDED AND RESTATED GUARANTY ("Guaranty"), dated as of March 30,
2007, is made by DDI CORP., a Delaware corporation ("DDi"), DDI INTERMEDIATE
HOLDINGS CORP., a California corporation ("Intermediate"), DDI CAPITAL CORP., a
California corporation ("Capital"), LAMINATE TECHNOLOGY CORP., a Delaware
Corporation ("Laminate"), DYNAMIC DETAILS INCORPORATED, COLORADO SPRINGS, a
Colorado corporation ("Colorado"), DYNAMIC DETAILS TEXAS, LLC, a Delaware
limited liability company ("Texas"), DDI-TEXAS INTERMEDIATE PARTNERS II, L.L.C.,
a Delaware limited liability company ("DTIP"), DDI-TEXAS INTERMEDIATE HOLDINGS
II, L.L.C., a Delaware limited liability company ("DTIH"), and DYNAMIC DETAILS,
L.P., a Delaware limited partnership ("DDLP" and together with Laminate, DDi,
Intermediate, Capital, Colorado, Texas, DTIP, DTIH and Sales (as defined below),
are sometimes collectively referred to herein as, "Original Guarantors" and
Original Guarantors together with Laminate, Sovereign Inc. and Sovereign Flex
are sometimes collectively referred to as, "Guarantors" and individually as a
"Guarantor"), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, as agent (in such capacity, "Agent") for the benefit of Agent and
lenders ("Lenders") from time to time party to the Credit Agreement (as defined
below).

                                    RECITALS

     A. Dynamic Details, Incorporated, a California corporation ("Details"),
Dynamic Details Incorporated, Virginia, a Delaware corporation ("Virginia"),
Dynamic Details Incorporated, Silicon Valley, a Delaware corporation ("Valley"
and together with Details, Virginia and Laminate are sometimes collectively
referred to herein as, "Original Borrowers"), DDi Sales Corp., a Delaware
corporation ("Sales") Sovereign Circuits, Inc., an Ohio corporation ("Sovereign
Inc."), Sovereign Flex Products LLC, an Ohio limited liability company
("Sovereign Flex" and together with Sovereign Inc., Details, Valley, Virginia
and Sales are collectively referred to herein as, "Borrowers"), Guarantors,
Agent and Lenders are parties to that certain Amended and Restated Credit
Agreement as the same may be amended, restated, supplemented or otherwise
modified from time to time (including all annexes, exhibits and schedules
thereto, the "Credit Agreement") which amends and restates in its entirety the
Credit Agreement (as amended) (the "Original Credit Agreement") dated as of
March 30, 2004 and entered into by and among Original Borrowers, Guarantors,
Agent and Lenders (the "Loan Parties").

     B. Pursuant to the Credit Agreement, Lenders have agreed to extend certain
additional financial accommodations to or for the direct or indirect benefit of
Borrowers and Guarantors and to maintain and make Loans under the Original
Credit Agreement.

     C. Guarantors, directly or indirectly, are either the record and beneficial
owners of all the shares of Stock of Borrowers, or the wholly-owned subsidiaries
of Borrowers.

     D. Guarantors will derive substantial direct and indirect economic benefit
if Lenders and Agent enter into the Credit Agreement and agree to make the
financial accommodations provided for therein.

                                                   AMENDED AND RESTATED GUARANTY
<PAGE>

     E. Lenders are willing to enter into the Credit Agreement and to make the
financial accommodations to Borrowers and Guarantors as provided in the Credit
Agreement, but only upon the condition, among others, that each Guarantor shall
have executed and delivered this Guaranty. This Guaranty amends and restates in
its entirety the Guaranty (the "Original Guaranty") dated as of March 30, 2004
and entered into by the Loan Parties in favor of Agent and Lenders to secure the
Obligations (as defined in the Original Guaranty). These recitals shall be
construed as part of this Guaranty.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the receipt and sufficiency of which is hereby
acknowledged, and to induce Agent and Lenders to enter into the Credit
Agreement, it is agreed as follows:

1. DEFINITIONS.

     Capitalized terms used herein shall have the meanings assigned to them in
the Credit Agreement, unless otherwise defined herein.

     References to this "Guaranty" shall mean this Guaranty, including all
amendments, modifications and supplements and any annexes, exhibits and
schedules to any of the foregoing, and shall refer to this Guaranty as the same
may be in effect at the time such reference becomes operative.

2. THE GUARANTY.

      2.1. Guaranty of Guaranteed Obligations of Borrowers. Each Guarantor hereby
jointly and severally unconditionally guarantees to Agent and Lenders, and their
respective successors, endorsees, transferees and assigns, the prompt payment
(whether at stated maturity, by acceleration or otherwise) and performance of
the Obligations of Borrowers (hereinafter the "Guaranteed Obligations").
Guarantors agree that this Guaranty is a guaranty of payment and performance and
not of collection, and that their obligations under this Guaranty shall be
primary, absolute and unconditional, irrespective of, and unaffected by:

          (a) the genuineness, validity, regularity, enforceability or any
     future amendment of, or change in this Guaranty, any other Loan Document or
     any other agreement, document or instrument to which any Credit Party
     and/or Guarantors are or may become a party;

          (b) the absence of any action to enforce this Guaranty or any other
     Loan Document or the waiver or consent by Agent and/or Lenders with respect
     to any of the provisions thereof;

          (c) the existence, value or condition of, or failure to perfect its
     Lien against, any Collateral for the Guaranteed Obligations or any action,
     or the absence of any action, by Agent in respect thereof (including,
     without limitation, the release of any such security);

          (d) the insolvency of any Credit Party; or

          (e) any other action or circumstances which might otherwise constitute
     a legal or equitable discharge or defense of a surety or guarantor;


                                        2

<PAGE>

it being agreed by each Guarantor that its obligations under this Guaranty shall
not be discharged until the Termination Date. Each Guarantor shall be regarded,
and shall be in the same position, as principal debtor with respect to the
Guaranteed Obligations.

     2.2. Demand by Agent or Lenders. In addition to the terms of the Guaranty
set forth in SECTION 2.1 hereof, and in no manner imposing any limitation on
such terms, it is expressly understood and agreed that, if, at any time, the
outstanding principal amount of the Guaranteed Obligations under the Credit
Agreement (including all accrued interest thereon) is declared to be immediately
due and payable, then Guarantors shall, without demand, pay to the holders of
the Guaranteed Obligations the entire outstanding Guaranteed Obligations due and
owing to such holders. Payment by Guarantors shall be made to Agent in
immediately available Federal funds to an account designated by Agent or at the
address set forth herein for the giving of notice to Agent or at any other
address that may be specified in writing from time to time by Agent, and shall
be credited and applied to the Guaranteed Obligations.

     2.3. Enforcement of Guaranty. In no event shall Agent have any obligation
(although it is entitled, at its option) to proceed against any Borrower or any
other Credit Party or any Collateral pledged to secure Guaranteed Obligations
before seeking satisfaction from any or all of the Guarantors, and Agent may
proceed, prior or subsequent to, or simultaneously with, the enforcement of
Agent's rights hereunder, to exercise any right or remedy which it may have
against any Collateral, as a result of any Lien it may have as security for all
or any portion of the Guaranteed Obligations.

     2.4. Waiver. In addition to the waivers contained in SECTION 2.1 hereof,
Guarantors waive, and agree that they shall not at any time insist upon, plead
or in any manner whatever claim or take the benefit or advantage of, any
appraisal, valuation, stay, extension, marshaling of assets or redemption laws,
or exemption, whether now or at any time hereafter in force, which may delay,
prevent or otherwise affect the performance by Guarantors of their Guaranteed
Obligations under, or the enforcement by Agent or Lenders of, this Guaranty.
Guarantors hereby waive diligence, presentment and demand (whether for
non-payment or protest or of acceptance, maturity, extension of time, change in
nature or form of the Guaranteed Obligations, acceptance of further security,
release of further security, composition or agreement arrived at as to the
amount of, or the terms of, the Guaranteed Obligations, notice of adverse change
in any Borrower's financial condition or any other fact which might increase the
risk to Guarantors) with respect to any of the Guaranteed Obligations or all
other demands whatsoever and waive the benefit of all provisions of law which
are or might be in conflict with the terms of this Guaranty. Guarantors
represent, warrant and jointly and severally agree that, as of the date of this
Guaranty, their obligations under this Guaranty are not subject to any offsets
or defenses against Agent or Lenders or any Credit Party of any kind. Guarantors
further jointly and severally agree that their obligations under this Guaranty
shall not be subject to any counterclaims, offsets or defenses (other than the
prior termination of this Guaranty in accordance with SECTION 6.7 hereof)
against Agent or any Lender or against any Credit Party of any kind which may
arise in the future.

     2.5. Benefit of Guaranty. The provisions of this Guaranty are for the
benefit of Agent and Lenders and their respective successors, transferees,
endorsees and assigns, and nothing herein contained shall impair, as between any
Credit Party and Agent or Lenders, the obligations of any Credit Party under the
Loan Documents. In the event all or any part of the Guaranteed Obligations are
transferred, indorsed or assigned by Agent or any Lender to any Person or
Persons in accordance with the terms of the Credit Agreement, any reference to
"Agent" or "Lender" herein shall be deemed to refer equally to such Person or
Persons.


                                         3

<PAGE>

     2.6. Modification of Guaranteed Obligations, Etc. Each Guarantor hereby
acknowledges and agrees that Agent and Lenders may at any time or from time to
time, with or without the consent of, or notice to, Guarantors or any of them,
in accordance with the terms of the Loan Documents:

          (a) change or extend the manner, place or terms of payment of, or
     renew or alter all or any portion of, the Guaranteed Obligations;

          (b) take any action under or in respect of the Loan Documents in the
     exercise of any remedy, power or privilege contained therein or available
     to it at law, equity or otherwise, or waive or refrain from exercising any
     such remedies, powers or privileges;

          (c) amend or modify, in any manner whatsoever, the Loan Documents;

          (d) extend or waive the time for any Credit Party's performance of, or
     compliance with, any term, covenant or agreement on its part to be
     performed or observed under the Loan Documents, or waive such performance
     or compliance or consent to a failure of, or departure from, such
     performance or compliance;

          (e) take and hold Collateral for the payment of the Guaranteed
     Obligations guaranteed hereby or sell, exchange, release, dispose of, or
     otherwise deal with, any property pledged, mortgaged or conveyed, or in
     which Agent or Lenders have been granted a Lien, to secure any Obligations;

          (f) release anyone who may be liable in any manner for the payment of
     any amounts owed by Guarantors or any Credit Party to Agent or any Lender;

          (g) modify or terminate the terms of any intercreditor or
     subordination agreement pursuant to which claims of other creditors of any
     Guarantor or any Credit Party are subordinated to the claims of Agent and
     Lenders; and/or

          (h) apply any sums by whomever paid or however realized to any amounts
     owing by any Guarantor or any Credit Party to Agent or any Lender in such
     manner as Agent or any Lender shall determine in its discretion;

and Agent and Lenders shall not incur any liability to Guarantors as a result
thereof, and no such action shall impair or release the Guaranteed Obligations
of Guarantors or any of them under this Guaranty.

     2.7. Reinstatement. This Guaranty shall remain in full force and effect and
continue to be effective should any petition be filed by or against any Credit
Party or any Guarantor for liquidation or reorganization, should any Credit
Party or any Guarantor become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any
significant part of such Credit Party's or such Guarantor's assets, and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Guaranteed Obligations, or any part thereof, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by Agent or any Lender, whether as a "voidable preference",
"fraudulent conveyance", or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Guaranteed Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


                                        4

<PAGE>

     2.8. Waivers Under Statutes. Each Guarantor expressly acknowledges that:

          (a) If any Borrower defaults in the payment or performance of the
     Obligations and such Guarantor pays to Agent or any Lender all or part of
     the Obligations, such Guarantor would have a right to proceed against such
     Borrower to the extent of the Obligations so paid by such Guarantor and to
     have the benefit of any Lien held by Agent or such Lender for the
     Obligations to the extent of the Obligations so paid by such Guarantor.
     Such right is commonly known as the "right of subrogation";

          (b) If an Event of Default occurs, Agent or any Lender, among other
     things, may enforce any Lien upon any interest in real property (any such
     Lien, a "Real Property Lien"), by means of judicial action or by
     nonjudicial action commonly known as a "nonjudicial foreclosure,"
     "trustee's sale" or "power of sale foreclosure";

          (c) If an Event of Default occurs and Agent or any Lender enforces any
     Real Property Lien by means of a nonjudicial foreclosure, trustee's sale or
     power of sale foreclosure, such Guarantor's right of subrogation to proceed
     against such Borrower would be extinguished by the operation of California
     Code of Civil Procedure ("CCP") Section 580d or any other comparable
     provisions of any other state, and, in such case, such Guarantor might have
     a defense against payment under this Guaranty; and

          (d) If any Borrower so defaults and Agent or any Lender enforces any
     Real Property Lien by means of judicial action, such Guarantor's right to
     proceed against such Borrower might be limited by the operation of CCP
     Section 580a or any other comparable provisions of any other state, in
     which case such Guarantor might have a complete or partial defense against
     payment under this Guaranty.

     Nevertheless, each Guarantor expressly, knowingly and intentionally waives
any an


 
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