Guaranty, dated March 30, 2004


 EX – 10.5 
  
 GUARANTY 
  
 GUARANTY (“Guaranty”), dated as of March 30, 2004, is made by DDI CORP., a Delaware corporation (“DDi”), DDI
INTERMEDIATE HOLDINGS CORP., a California corporation (“Intermediate”), DDI CAPITAL CORP., a California corporation (“Capital”), DYNAMIC DETAILS INCORPORATED, COLORADO SPRINGS, a Colorado corporation
(“Colorado”), DDI SALES CORP., a Delaware corporation (“Sales”), 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”;
DDLP, DDi, Intermediate, Capital, Colorado, Sales, Texas, DTIP and DTIH are sometimes collectively referred to herein 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 lenders (“Lenders”) from time to time party to the Credit Agreement (as defined below). 
  
 RECITALS 
  
 A. Pursuant to that certain Credit Agreement dated as of the date hereof by and among Dynamic Details, Incorporated, a
California corporation (“Details”), Dynamic Details Incorporated, Virginia, a Delaware corporation (“Virginia”), Dynamic Details Incorporated, Silicon Valley, a Delaware corporation (“Valley”),
Laminate Technology Corp., a Delaware corporation (“Laminate”; Laminate, Details, Virginia and Valley are sometimes collectively referred to herein as “Borrowers” and individually as a “Borrower”),
Guarantors, the other Credit Parties party thereto, Agent and Lenders (including all annexes, exhibits and schedules thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), Lenders have agreed to extend certain financial accommodations to or for the direct or indirect benefit of Borrowers and Guarantors. 
  
 B. 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. 
  
 C. 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. 
  
 D. Lenders are willing to enter into the Credit Agreement and to make the financial accommodations to Borrowers as provided
in the Credit Agreement, but only upon the condition, among others, that each Guarantor shall have executed and delivered this Guaranty. These Recitals shall be construed as part of this Agreement. 
  
 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;

  
 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 
  

 2 







 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. 
  
 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; 
  

 3 







 (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. 
  
 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 
  

 4 







 (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 and all rights and defenses (to the extent not prohibited under applicable law) arising out of an election of remedies by Agent, even though that election of
remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed such Guarantor’s rights of subrogation and reimbursement against any Borrower by the operation of Section 580d of the CCP or
otherwise, or any other comparable provisions of any other state. 
  
 2.9. Waiver of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: 
  
 (a) expressly and irrevocably waives to the extent not prohibited under applicable law, on behalf of itself
and its successors and assigns (including any surety), any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety
against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any
Person, and which such Guarantor may have or hereafter acquire against any Credit Party in connection with or as a result of such Guarantor’s execution, delivery and/or performance of this Guaranty, or any other documents to which such
Guarantor is a party or otherwise; and 
  
 (b)
acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect any Guarantor’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their
respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 and the benefit afforded them under this Section 2.9 shall survive payment in full of the Guaranteed
Obligations. 
  
 2.10. Election of Remedies. If Agent may,
under applicable law, proceed to realize benefits under any of the Loan Documents giving Agent and Lenders a Lien upon any Collateral owned by any Credit Party, either by judicial foreclosure or by non-judicial sale or enforcement, Agent may, at its
sole option, determine which of such remedies or rights it may pursue without affecting any of such rights and remedies under this Guaranty. If, in the exercise of any of its rights and remedies, Agent shall forfeit any of its rights or remedies,
including its right to enter a deficiency judgment against any Credit Party, whether because of any applicable laws pertaining to “election of remedies” or the like, Guarantors hereby consent to such action by Agent and waive any claim
based upon such action, even if such action by Agent shall result in a full or partial loss of any rights of subrogation which Guarantors might otherwise have had but for such action by Agent. Any election of remedies which results in the denial or
impairment of the right of Agent to seek a deficiency judgment against any Credit Party shall not impair each Guarantor’s obligation to pay the full amount of the Guaranteed Obligations. In the event Agent shall bid at any foreclosure or
trustee’s sale or at any private sale permitted by law or the Loan Documents, Agent may bid all or less than the amount of the Guaranteed Obligations and the amount of such bid need not be paid by Agent but shall be credited against the
Guaranteed 
  

 5 







 Obligations. The amount of the successful bid at any such sale shall be conclusively deemed to be the fair market value
of the collateral and the difference between such bid amount and the remaining balance of the Guaranteed Obligations shall be conclusively deemed to be the amount of the Guaranteed Obligations guaranteed under this Guaranty, notwithstanding that any
present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Agent and Lenders might otherwise be entitled but for such bidding at any such sale. 
  
 2.11. Cross-Collateralization. Each Guarantor’s obligations and
liabilities to Agent, for the benefit of Agent and Lenders, under this Guaranty shall be secured by any and all Collateral or in which Agent or any Lender is now or hereafter granted a Lien pursuant to any Collateral Documents from any Guarantor to
Agent or any Lender. 
  
 2.12. Funds Transfers. If any
Guarantor shall engage in any transaction as a result of which any Borrower is required to make a mandatory prepayment with respect to the Guaranteed Obligations under the terms of the Credit Agreement (including (a) any issuance or sale of such
Guarantor’s Stock or (b) any sale of its assets, in each case as permitted thereunder), such Guarantor shall distribute to, or make a contribution to the capital of, one or more of the Borrowers an amount equal to the mandatory prepayment
required under the terms of the Credit Agreement. 
  

	3.	DELIVERIES. 

  
 In a form satisfactory to Agent, Guarantors shall deliver to Agent, concurrently with the execution of this Guaranty and the Credit Agreement, the Loan
Documents and other instruments, certificates and documents as are required to be delivered by Guarantors to Agent under the Credit Agreement. 
  

	4.	FURTHER ASSURANCES. 

  
 Each Guarantor agrees, upon the written request of Agent or any Lender, to execute and deliver to Agent or such Lender, from time to time, any additional
instruments or documents reasonably considered necessary by Agent or such Lender to cause this Guaranty to be, become or remain valid and effective in accordance with its terms. 
  

	5.	PAYMENTS FREE AND CLEAR OF TAXES. 

  
 All payments required to be made by each Guarantor hereunder shall be made to Agent and Lenders free and clear of, and without deduction for, any and all
present and future Taxes. If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, (a) the sum payable shall be increased as much as shall be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this Section 5) Agent or Lenders, as applicable, receive an amount equal to the sum they would have received had no such deductions been made, (b) such Guarantor
shall make such deductions, and (c) such Guarantor shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Within thirty (30) days after the date of any payment of Taxes, each applicable
Guarantor shall furnish to Agent the original or a certified copy of a receipt evidencing payment thereof. Each Guarantor shall jointly and severally indemnify and, within ten (10) days of demand therefor, pay Agent and each Lender for the full
amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 5) paid by Agent or such Lender, as appropriate, and any liability (including penalties, interest and expenses) arising therefrom or with
respect thereto, whether or not such Taxes were correctly or legally asserted. 
  

 6 








	6.	OTHER TERMS. 

  
 6.1. Entire Agreement. This Guaranty, together with the other Loan Documents, constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements relating to a guaranty of the loans and advances under the Loan Documents and/or the Guaranteed Obligations. 
  
 6.2. Headings. The headings in this Guaranty are for convenience of reference only and are not part of the substance
of this Guaranty. 
  
 6.3. Severability. Whenever possible,
each provision of this Guaranty shall be interpreted in such a manner to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. 
  
 6.4. Notices. Whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may
be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give or serve upon another any such communication with respect to this Guaranty, each such notice, demand, request, consent, approval,
declaration or other communication shall be in writing and shall be addressed to the party to be notified at the addresses set forth on Annex I to the Credit Agreement, or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be deemed to have been
validly served, given or delivered (i) upon the earlier of actual receipt and three days after the same shall have been deposited with the United States mail, registered or certified mail, return receipt requested, with proper postage prepaid, (ii)
upon transmission, when sent by telecopy or other similar facsimile transmission (with such telecopy or facsimile promptly confirmed by delivery of a copy by personal delivery or United States mail as otherwise provided in this Section 6.4),
(iii) one Business Day after deposit with a reputable overnight carrier with all charges prepaid, or (iv) when delivered, if hand-delivered by messenger. 
  
 6.5. Successors and Assigns. This Guaranty and all obligations of Guarantors hereunder shall be binding upon the successors and assigns of each
Guarantor (including a debtor-in-possession on behalf of such Guarantor) and shall, together with the rights and remedies of Agent, for itself and for the benefit of Lenders, hereunder, inure to the benefit of Agent and Lenders, all future holders
of any instrument evidencing any of the Obligations and their respective successors and assigns. No sales of participations, other sales, assignments, transfers or other dispositions permitted under the Credit Agreement of any agreement governing or
instrument evidencing the Obligations or any portion thereof or interest therein shall in any manner affect the rights of Agent and Lenders hereunder. Guarantors may not assign, sell, hypothecate or otherwise transfer any interest in or obligation
under this Guaranty, except as otherwise expressly permitted by the Credit Agreement. 
  
 6.6. No Waiver; Cumulative Remedies; Amendments. Neither Agent nor any Lender shall by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder, and no waiver shall
be valid unless in writing, signed by Agent and then only to the extent therein set forth. A waiver by Agent, for itself and the ratable benefit of Lenders, of any right or remedy hereunder on any one occasion shall not be construed as a bar to

  

 7 







 any right or remedy which Agent would otherwise have had on any future occasion. No failure to exercise nor any delay in
exercising on the part of Agent or any Lender, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise
thereof or the exercise of any other right, power or privilege. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law. None of the
terms or provisions of this Guaranty may be waived, altered, modified, supplemented or amended except by an instrument in writing, duly executed by Agent and Guarantors. 
  
 6.7. Termination. This Guaranty is a continuing guaranty and shall remain in full force and effect until the
Termination Date. Upon payment in full in cash and performance in full of the Guaranteed Obligations (other than indemnification obligations), Agent shall deliver to Guarantors such documents as Guarantors may reasonably request to evidence such
termination. 
  
 6.8. Counterparts. This Guaranty may be
executed in any number of counterparts, each of which shall collectively and separately constitute one and the same agreement. 
  
 6.9. Limitation on Guaranteed Obligations. Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability
hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: 
  
 (a) the net amount of all Loans and other extensions of credit (including Letters of Credit) advanced under the Credit Agreement and
directly or indirectly re-loaned or otherwise transferred to, or incurred for the benefit of, such Guarantor, plus interest thereon at the applicable rate specified in the Credit Agreement; or 
  
 (b) the amount which could be claimed by the Agent and
Lenders from such Guarantor under this Guaranty without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance
Act or similar statute or common law after taking into account, among other things, such Guarantor’s right of contribution and indemnification from each other Guarantor under Section 6.10. 
  
 6.10. Contribution with Respect to Guaranteed Obligations. 

 
 (a) To the extent that any Guarantor shall make a payment
under this Guaranty of all or any of the Guaranteed Obligations (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by the other Guarantors, exceeds the amount which
such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (as defined below) (in effect
immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all of Guarantors in effect immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the
Obligations and termination of the Commitments, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each of the other Guarantors for the amount of such excess, pro rata
based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. 
  
 (b) As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the maximum amount of the
claim which could then be 
  

 8 







 recovered from such Guarantor under this Guaranty without rendering such claim voidable or avoidable
under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. 
  
 (c) This Section 6.10 is intended only to define the relative rights of Guarantors and nothing set
forth in this Section 6.10 is intended to or shall impair the obligations of Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty. 
  
 (d) The rights of the parties under this Section 6.10
shall be exercisable upon the full and indefeasible payment in full in cash of the Guaranteed Obligations (other than indemnification obligations) and the termination of the Credit Agreement and the other Loan Documents. 
  
 (e) The parties hereto acknowledge that the rights of
contribution and indemnification hereunder shall constitute assets of any Guarantor to which such contribution and indemnification is owing. 
  
 [Remained of Page Left Blank] 
  

 9 







 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Guaranty as of the date first
above written. 
  

							
	“Guarantors”	  	 	 	 
		
	DDi CORP.	  	DDi INTERMEDIATE HOLDINGS CORP.
				
	By:	 	 /S/ TIMOTHY DONNELLY

	  	By:	 	 /S/ TIMOTHY DONNELLY


	Name:	 	Timothy Donnelly	  	Name:	 	Timothy Donnelly
	Title:	 	Vice President and Secretary	  	Title:	 	Vice President and Secretary
		
	DDi CAPITAL CORP.	  	DDi SALES CORP.
				
	By:	 	 /S/ TIMOTHY DONNELLY

	  	By:	 	 /S/ TIMOTHY DONNELLY


	Name:	 	Timothy Donnelly	  	Name:	 	Timothy Donnelly
	Title:	 	Vice President and Secretary	  	Title:	 	Vice President and Secretary
		
	DYNAMIC DETAILS TEXAS, LLC	  	DDi-TEXAS INTERMEDIATE HOLDINGS II, L.L.C.
				
	By:	 	 /S/ TIMOTHY DONNELLY

	  	By:	 	 /S/ TIMOTHY DONNELLY


	Name:	 	Timothy Donnelly	  	Name:	 	Timothy Donnelly
	Title:	 	Vice President and Secretary	  	Title:	 	Vice President and Secretary
		
	DDi-TEXAS INTERMEDIATE PARTNERS II, L.L.C.	  	DYNAMIC DETAILS, L.P.
				
	 	 	 	  	By:	 	 DDi-TEXAS INTERMEDIATE PARTNERS II, L.L.C.,
 its General Partner

				
	By:	 	 /S/ TIMOTHY DONNELLY

	  	By:	 	 /S/ TIMOTHY DONNELLY


	Name:	 	Timothy Donnelly	  	Name:	 	Timothy Donnelly
	Title:	 	Vice President and Secretary	  	Title:	 	Vice President and Secretary
			
	DYNAMIC DETAILS INCORPORATED, COLORADO SPRINGS	  	 	 	 
				
	By:	 	 /S/ TIMOTHY DONNELLY

	  	 	 	 
	Name:	 	Timothy Donnelly	  	 	 	 
	Title:	 	Vice President and Secretary	  	 	 	 

  

 10 








			
	Accepted as of March 30, 2004:
	
	“Agent”
	
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By:	 	 /S/ E. J. HESS


	 	 	E. J. Hess
	 	 	Duly Authorized Signatory

  

 11