EXHIBIT 4.3
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 /s/ CHARLES D. DIMICK
--------------------------------
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/ DOMINIC FERRANTE
-----------------------------
Name:
Title: Managing Director
BCIP ASSOCIATES
BCIP TRUST ASSOCIATES, L.P.
By /s/ DOMINIC FERRANTE
--------------------------------
Name:
Title: a general partner
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Amendment to
Stockholders Agreement
January 29, 2001
OTHER INVESTORS:
CELERITY DYNAMO, L.L.C.
By /s/ [ILLEGIBLE]
-------------------------------
its
CELERITY LIQUIDS, L.L.C.
By /s/ [ILLEGIBLE]
-------------------------------
its
CELERITY DETAILS, L.L.C.
By /s/ [ILLEGIBLE]
-------------------------------
its
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Amendment to
Stockholders Agreement
January 29, 2001
MANAGERS:
/s/ CHARLES D. DIMICK
---------------------------------
Charles D. Dimick
/s/ BRUCE D. MCMASTER
---------------------------------
Bruce D. McMaster
/s/ JOSEPH P. GISCH
---------------------------------
Joseph P. Gisch
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