Exhibit 4.2
AMENDMENT
TO STOCKHOLDERS AGREEMENT
Dated as of October 2, 2000
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 Investors and Managers signatories hereto:
1. Reference to the Stockholders Agreement; Definitions. Reference is
made to the Stockholders Agreement dated as of April 14, 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 and each other signatory hereto hereby agrees to amend
Section 8.4.4 of the Stockholders Agreement by deleting the second
sentence thereof and replacing it with the following sentence:
"In the case of any Public Offering that is not the IPO or effected
pursuant to Section 8.2A, each holder of Shares agrees to enter into a
reasonable form of agreement, approved by the Company, restricting the
Transfer of any Common Stock during the period beginning seven days
immediately preceding and ending on the 90th day following the
effective date of the registration statement used in connection with
such offering if the underwriters managing such Public Offering demand
such an agreement."
2. 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
October 2, 2000
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 /s/ JOSEPH P. GISCH
--------------------------------
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 /s/ EDWARD CONARD
--------------------------------
Name:
Title: Managing Director
BCIP ASSOCIATES
BCIP TRUST ASSOCIATES, L.P.
By /s/ EDWARD CONARD
--------------------------------
Name:
Title: a general partner
Amendment to
Stockholders Agreement
October 2, 2000
OTHER INVESTORS:
CELERITY DYNAMO, L.L.C.
By /s/ [ILLEGIBLE]
--------------------------------
its Manager
CELERITY LIQUIDS, L.L.C.
By /s/ [ILLEGIBLE]
--------------------------------
its Manager
CELERITY DETAILS, L.L.C.
By /s/ [ILLEGIBLE]
--------------------------------
its Manager
Amendment to
Stockholders Agreement
October 2, 2000
OTHER INVESTORS:
CHASE MANHATTAN CAPITAL, L.P.
By /s/ [ILLEGIBLE]
--------------------------------
its
CHASE SECURITIES INC.
By /s/ [ILLEGIBLE]
--------------------------------
its
DI INVESTORS, L.L.C.
By /s/ [ILLEGIBLE]
--------------------------------
its
Amendment to
Stockholders Agreement
October 2, 2000
MANAGERS:
/s/ CHARLES D. DIMICK
--------------------------------
Charles D. Dimick
/s/ BRUCE D. MCMASTER
--------------------------------
Bruce D. McMaster
/s/ JOSEPH P. GISCH
--------------------------------
Joseph P. Gisch