Amendment to Stockholders Agreement between DDi Corp. and Investors (January 29, 2001)

Summary

This amendment updates the Stockholders Agreement originally dated March 31, 2000, between DDi Corp. and its investors, including Bain Capital entities and others. The main change shortens the notice period in Section 8.3.1.1 from 20 days after effectiveness to 8 days after the company mails notice by registered mail or overnight delivery. All other terms of the original agreement remain unchanged. The amendment is effective as of January 29, 2001, and is governed by Delaware law.

EX-4.1.2 2 0002.txt AMENDMENT TO STOCKHOLDERS AGREEMENT EXHIBIT 4.1.2 AMENDMENT TO STOCKHOLDERS AGREEMENT Dated as of January 29, 2001 DDi Corp., a Delaware corporation (the "Company"), Bain Capital Fund V, L.P., Bain Capital Fund V-B, L.P., BCIP Associates, L.P., and BCIP Trust Associates, L.P., and the other signatories hereto: 1. Reference to the Stockholders Agreement; Definitions. Reference is made to the Stockholders Agreement dated as of March 31, 2000 (as amended, the "Stockholders Agreement"), among the Company and the holders of its equity interests (including without limitation the other parties hereto). Terms defined in the Stockholders Agreement and not otherwise defined herein are used herein with the meanings so defined. 2. Amendment. Pursuant to Section 12.2 of the Stockholders Agreement, each Investor (constituting the Majority Investors) and each other signatory hereto hereby agrees to amend Section 8.3.1.1 of the Stockholders Agreement by deleting the phrase "20 days after the effectiveness" therein and replacing it with the phrase "8 days after the mailing by the Company by registered mail or overnight delivery". 3. Miscellaneous. Except to the extent specifically amended hereby, the provisions of the Stockholders Agreement shall remain unmodified, and, subject to the conditions contained in this Amendment, the Stockholders Agreement is hereby confirmed as being in full force and effect. This Amendment may be executed in any number of counterparts which together shall constitute one instrument, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws rules of any jurisdictions. Amendment to Stockholders Agreement January 29, 2001 In WITNESS WHEREOF, the parties have caused this Amendment to the Stockholders Agreement to be executed and delivered as of the date first above written. DDI CORP. By________________________________ Name: Title: INVESTORS: BAIN CAPITAL FUND V, L.P. BAIN CAPITAL FUND V-B, L.P. By Bain Capital Partners V, L.P., their general partner By Bain Capital Investors V, Inc., its general partner By_____________________________ Name: Title: Managing Director BCIP ASSOCIATES BCIP TRUST ASSOCIATES, L.P. By___________________________________ Name: Title: a general partner 2 Amendment to Stockholders Agreement January 29, 2001 OTHER INVESTORS: CELERITY DYNAMO, L.L.C. By________________________________ its CELERITY LIQUIDS, L.L.C. By_______________________________ its CELERITY DETAILS, L.L.C. By________________________________ its 3 Amendment to Stockholders Agreement January 29, 2001 MANAGERS: _________________________________ Charles D. Dimick _________________________________ Bruce D. McMaster _________________________________ Joseph P. Gisch 4