EXHIBIT 10.3
AMENDMENT NO. 1
TO THE STANDBY SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 1 (this "Amendment No. 1") to the Standby
Securities Purchase Agreement, is entered into as of September 21, 2005, by and
among DDi Corp., a Delaware corporation (the "Company"), and the entities listed
on the signature pages hereto. This Amendment No. 1 amends that certain Standby
Securities Purchase Agreement, dated as of June 2, 2005 (as amended through the
date hereof, the "Agreement"), by and among the Company and Caiman Partners,
L.P., Contrarian Turnaround Equities, LLC, Greywolf Capital Partners II LP, QVT
Fund LP, Sankaty Credit Opportunities, L.P., Sankaty High Yield Asset Partners,
L.P., Sankaty High Yield Partners II, L.P., Sankaty High Yield Partners III,
L.P. and Sankaty Prospect Credit Partners, L.P. (collectively, the "Purchasers"
and each, individually, a "Purchaser"). Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Agreement.
RECITALS
WHEREAS, the Company and the Purchasers entered into the Agreement
in order to provide for the issuance and sale by the Company, and the purchase,
severally, by each Purchaser, of shares of common stock of the Company.
WHEREAS, pursuant to Section 9.5 of the Agreement, the Agreement may
be amended from time to time with the approval of the Required Purchasers and
the Company;
WHEREAS, the Company and the Required Purchasers desire to modify
certain provisions of the Operating Agreement to correct the name of the
Purchaser that was erroneously referred to as Sankaty Prospect Credit Partners,
L.P. in the Agreement; and
NOW, THEREFORE, in consideration of the premises and the agreements
and provisions herein contained, the parties hereto agree as follows:
ARTICLE I
AMENDMENT TO THE AGREEMENT
1.1 Amendment of Schedule A. Schedule A to the Agreement shall be deleted in its
entirety and shall be replaced with Schedule A attached hereto.
ARTICLE II
JOINDER OF PROSPECT HARBOR CREDIT PARTNERS, LP
2.1 Joinder of Prospect Harbor Partners, LP. Prospect Harbor Partners, LP hereby
agrees to be bound by the terms and conditions of the Agreement as if it were an
original party thereto.
2.2 Composition of Purchasers. The Company and the Purchasers agree that the
term "Purchasers" wherever used herein or in the Agreement shall be deemed to
include the
Purchasers and Prospect Harbor Partners, LP but shall not include Sankaty
Prospect Credit Partners, L.P.
ARTICLE III
MISCELLANEOUS
3.1 Reference to and Effect on the Agreement.
(a) This Amendment No. 1 modifies the Agreement to the extent set
forth herein, is hereby incorporated by reference into the Agreement and is made
a part thereof. On and after the date hereof, each reference in the Agreement to
"this Agreement", "hereunder", "hereof", "herein" or words of like import
referring to the Agreement, shall mean and be a reference to the Agreement as
amended by this Amendment No. 1.
(b) Except as specifically amended by this Amendment No. 1, the
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
3.2 Headings. Section and clause headings in this Amendment No. 1 are included
herein for convenience of reference only and shall not constitute a part of this
Amendment No. 1 for any other purpose or be given any substantive effect.
3.3 Applicable Law. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
3.4 Counterparts. This Amendment No. 1 may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and delivered by their respective officers thereunto
duly authorized as of the date first written above.
DDi CORP.
By: /s/ Timothy J. Donnelly
___________________________________________
Name: Timothy J. Donnelly
Title: Vice President
CAIMAN PARTNERS, L.P.
By: Caiman Capital GP, L.P., General Partner
By: ___________________________________________
Name: Brian R. Kahn
Title: Managing Director
Address for Notice:
Kahn Capital Management LLC
c/o Brian Kahn
5506 Worsham Court
Windermere, FL 34786
CONTRARIAN TURNAROUND EQUITIES, LLC
By: Contrarian Capital Management, LLC, its
manager
By: /s/ Jason Mudrick
___________________________________________
Name: Jason Mudrick
Title: Portfolio Manager
Address for Notice:
411 West Putnam Ave., Suite 225
Greenwich, CT 06830
Attn: Jason Mudrick
GREYWOLF CAPITAL PARTNERS II LP
By: ___________________________________________
Name: William Troy
Title: Partner
Address for Notice:
Greywolf Capital
411 West Putnam Avenue, Suite 265
Greenwich, CT 06830
QVT FUND LP
By: QVT Associates GP LLC, its general partner
By: ___________________________________________
Name:
Title:
By: ___________________________________________
Name:
Title:
Address for Notice:
c/o QVT Financial LP
527 Madison Avenue, 8th Floor
New York, NY 10022
With a copy to:
Wilmer Cutler Pickering Hale and Dorr LLP
399 Park Avenue
New York, NY 10022
Attn: Knute Salhus
SANKATY CREDIT OPPORTUNITIES, L.P.
By: ___________________________________________
Name: Jonathan S. Lavine
Title: Managing Director
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By: ___________________________________________
Name: Jonathan S. Lavine
Title: Managing Director
SANKATY HIGH YIELD PARTNERS II, L.P.
By:
Name: Jonathan S. Lavine
Title: Managing Director
SANKATY HIGH YIELD PARTNERS III, L.P.
By: ___________________________________________
Name: Jonathan S. Lavine
Title: Managing Director
PROSPECT HARBOR CREDIT PARTNERS, L.P.
By: ___________________________________________
Name: Jonathan S. Lavine
Title: Managing Director
Address for Notice for all Purchasers on this
page:
Sankaty Advisors
111 Huntington Avenue
Boston, MA 02199
EXHIBIT A
PURCHASERS
- --------------------------------------------------------------------------------
Name Proportionate Share
- --------------------------------------------------------------------------------
Caiman Partners, L.P. 20.000%
- --------------------------------------------------------------------------------
Contrarian Turnaround Equities, LLC 26.667%
- --------------------------------------------------------------------------------
Greywolf Capital Partners II LP 10.000%
- --------------------------------------------------------------------------------
QVT Fund LP 26.667%
- --------------------------------------------------------------------------------
Sankaty Credit Opportunities, L.P. 8.286%
- --------------------------------------------------------------------------------
Sankaty High Yield Asset Partners, L.P. 2.012%
- --------------------------------------------------------------------------------
Sankaty High Yield Partners II, L.P. 2.677%
- --------------------------------------------------------------------------------
Sankaty High Yield Partners III, L.P. 2.677%
- --------------------------------------------------------------------------------
Prospect Harbor Credit Partners, LP 1.014%
- --------------------------------------------------------------------------------