8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2003

DDi Corp.

DDi Capital Corp.

(Exact name of registrants as specified in their charter)

Delaware California	000-30241 333-41187	06-1576013 33-0780382
(States or other jurisdictions of incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)

1220 Simon Circle Anaheim, California	92806
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (714) 688-7200

Not Applicable

(Former name or former address, if changed since last report)

Item 3. Bankruptcy or Receivership

On August 20, 2003, DDi Corp. (“Old DDi”) and DDi Capital Corp. (“DDi Capital,” together with Old DDi, the “Debtors”), one of its indirect U.S. subsidiaries, filed voluntary petitions for reorganization relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). On December 2, 2003 (“Confirmation Date”), the Bankruptcy Court entered an order confirming the debtors’ Modified First Amended Plan of Reorganization dated as of August 30, 2003 (the “Plan”). On December 13, 2003 (the “Effective Date”), DDi Corp. has reorganized, “Reorganized DDi”) and DDi Capital effectuated the Plan. The Plan is attached hereto as Exhibit 2.1 and incorporated herein by reference, and the Bankruptcy Court’s order confirming the Plan is attached hereto as Exhibit 2.2 and incorporated herein by reference.

On the Effective Date, the following provisions of the Plan were implemented:

• The Board of Directors of Reorganized DDi was reconstituted to consist of the following six members: Bruce McMaster, David Blair, Andrew Lietz, Robert Guezuraga, Jay Hunt and Carl Vertuca. The Board of Directors of Reorganized DDi Capital was reconstituted to consist of the following three members: Bruce McMaster, Joseph Gisch and Timothy Donnelly.

• The Certificate of Incorporation of Reorganized DDi was amended and restated. Under the Amended and Restated Certificate of Incorporation, Reorganized DDi has authorized 80,000,000 shares of capital stock, consisting of (a) 75,000,000 shares of Common Stock, $.001 par value per share (“New Common Stock”), and (b) 5,000,000 shares of Preferred Stock, $.001 par value per share (“New Preferred Stock”). The Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and incorporated herein by reference.

• A Certificate of Designation (the “Certificate of Designation”) for Reorganized DDi designating 1,000,000 shares of the Preferred Stock as “Series A Preferred Stock” (the “Series A Preferred”) became effective. Each share of Series A Preferred Stock has a liquidation value of $15.00 per share (plus accrued and unpaid dividends thereon), for an initial aggregate liquidation preference of $15 million. Each share of Series A Preferred accrues dividends at a rate of 15% per year, payable quarterly in arrears, which will compound quarterly and accumulate to the extent not paid. Reorganized DDi shall use its best efforts to cause its wholly-owned subsidiary, DDi Europe Limited (“DDi Europe”) to pay dividends to Reorganized DDi to enable Reorganized DDi to pay dividends on the Series A Preferred (a) if such dividends by DDi Europe are not prohibited by existing financing arrangements or applicable law, and (b) if DDi Europe will have at least £2.0 million in cash, as reflected upon its balance sheet prepared in accordance with U.K. GAAP, immediately following such dividend payment. Dividends paid by Reorganized DDi shall be payable only out of (a) the capital stock of DDi Europe and (b) any cash, property or other assets of DDi Europe or any of its subsidiaries that is transferred to Reorganized DDi by way of dividend or otherwise (“DDi Europe Value”). The obligations of Reorganized DDi with respect to the Series A Preferred will rank

senior to all other rights, claims, and interests against and in Reorganized DDi with respect to the DDi Europe Value, but with no rights, claims and interests in and to any other assets and equity interests, whether direct or indirect, of Reorganized DDi. In the event that the Debtors are able to obtain the consent of the Bank of Scotland under DDi Europe’s existing senior credit facility to the issuance of Preferred Stock by DDi Europe (the “DDi Europe Preferred”), each share of Series A Preferred shall convert into or be exchanged for one share of DDi Europe Preferred, with substantially similar rights, preferences and privileges. The holders of the Series A Preferred will vote as a class and have the right to direct Reorganized DDi to elect four directors to the board of directors of DDi Europe. The holders of the Series A Preferred are also entitled to  ¹/100 of one vote for each share of Series A Preferred held. The Series A Preferred shall have no other voting rights except as required by law. After two years, the number of directors of DDi Europe that the holders of the Series A Preferred shall have the right to elect may vary from one to four, depending on the level of EBIDTA for DDi Europe. The Series A Preferred will have certain covenant rights including covenants restricting DDi Europe’s ability to pay certain dividends, dispose of certain assets and incur additional indebtedness. Reorganized DDi shall redeem the Series A Preferred upon the later of (a) January 31, 2009 or (b) repayment in full of all obligations under the DDi Europe credit facility, as amended from time to time (but not as to any extensions of the maturity date), to the extent permitted by law. Reorganized DDi shall effect such redemption using only DDi Europe Value. Each holder of the Series A Preferred shall have the right to require Reorganized DDi upon certain change of control events to purchase or repurchase all of such holder’s investment in the Series A Preferred. The Certificate of Designation for the Series A Preferred is attached hereto as Exhibit 3.2 and incorporated herein by reference.

• The Bylaws of Reorganized DDi and DDi Capital were amended and restated. The Amended and Restated Bylaws of Reorganized DDi and DDi Capital are attached hereto as Exhibits 3.3 and 3.4, respectively, and are each incorporated herein by reference.

• All existing equity securities of the Debtors, including all outstanding shares of Old DDi common stock and all outstanding options to purchase Old DDi common stock were cancelled.

• All existing documents evidencing or creating any indebtedness in the Debtors, including the 6.25% Convertible Subordinated Notes due 2007 issued by Old DDi, the 5.25% Convertible Subordinated Notes due 2008 issued by Old DDi and the 12.5% Senior Discount Notes due 2007 issued by DDi Capital, were cancelled.

• The aggregate outstanding unpaid principal amount of Senior debt and the face amount of undrawn letters of credit, plus interest and fees hereon, under the Dynamic Details Senior Credit Facility (the “Pre-Restructuring Senior Credit Facility”) were restructured, exchanged and repaid pursuant to a Second Amended and Restated Credit Agreement, dated as of December 12, 2003 (the “Restructured Senior Credit Facility”) and all the rights of the Senior Debt Parties under the Pre-Restructuring Senior Credit Facility were modified, exchanged and restated as provided in the Restructured Senior Credit Facility. The Restructured Senior Credit Facility is attached hereto as Exhibit 10.1 and incorporated herein by reference. The Restructured Senior Credit Facility consist of:

(a) a Tranche A Revolving and Term Loan Facility in an aggregate amount of $15.0 million, which will be available as a revolving loan until June 30, 2005 at which time any outstanding amounts under such facility shall be converted to a Tranche A Term Loan with a maturity date of April 15, 2008, and (b) a Tranche B Term Loan consisting of $57.9 million. The Tranche A Revolving Credit Facility will have $13.8 million outstanding and $1.2 million of Tranche A letters of credit obligations outstanding after the restructuring. The Tranche B Term Loan will mature on April 15, 2008. No significant amortization under either Tranche will be due until 2005.

• In connection with the Restructured Senior Credit Facility, the Debtors executed and delivered two Guarantee and Collateral Agreements, pursuant to which (a) Reorganized DDi pledged one hundred percent (100%) of the common stock of DDi Intermediate Holdings Corp. as collateral to secure the Restructured Senior Credit Facility, and (b) DDi Intermediate Holdings Corp. pledged one hundred percent (100%) of the common stock of Capital as collateral to secure the Restructured Senior Credit Facility. The Guarantee and Collateral Agreements are attached hereto as Exhibits 10.2 and 10.3, respectively, and are each incorporated herein by reference.

• Each of the lenders under the Restructured Senior Credit Facility was issued a pro rata share of warrants to purchase 10.0% of the New Common Stock of Reorganized DDi on a fully diluted basis (the “Secured Lender Warrants”). Subject to the terms and conditions set forth in the Second Lender Warrant Agreement, The Secured Lender Warrants will be held in an escrow account until the twenty-four (24) month anniversary of the Effective Date (the “Second Anniversary Date”). The Secured Lender Warrant Agreement and the Secured Lender Warrant Escrow Agreement are attached hereto as Exhibits 10.4 and 10.5, respectively, and are each incorporated herein by reference.

• Each holder of the 5.25% Convertible Subordinated Notes of Old DDi was issued a pro rata share of (a) 43.4% of the new outstanding common stock of Reorganized DDi, subject to dilution for New Common Stock to be issued under Reorganized DDi’s new management equity incentive plan, which is described below, the Senior Discount Warrants and the Secured Lender Warrants and (b) 50% of Series A of Preferred Stock of Reorganized DDi with an aggregate liquidation preference of $7.5 million.

• Each holder of 6.25% convertible subordinated notes of Reorganized DDi was issued a pro rata share of (a) 50.76% of the new outstanding common stock of Reorganized DDi, subject to dilution for issuance of New Common Stock the Senior Discount Warrants to be issued under Reorganized DDi’s new management equity incentive plan, which is described below, the Senior Discount Warrants and the Secured Lender Warrants, and (b) 50% of the Series A Preferred of Reorganized DDi with an aggregate liquidation preference of $7.5 million.

• Each holder of the Senior Discount Notes, was issued restructured DDi Capital senior discount notes with a maturity date of January 1, 2009. Payment-in-kind interest on such restructured senior discount notes would accrue at 16%, which would transition to cash pay at 14%, subject to certain terms and conditions. The Indenture governing the

restructured senior discount notes is attached hereto as Exhibit 10.5 and incorporated herein by reference. The holders of the Senior Discount Notes also received warrants representing 2.5% of Reorganized DDi’s common stock (the “Senior Discount Warrants”), subject to dilution for New Common Stock to be issued under Reorganized DDi’s new management equity incentive plan, which is described below, and the Secured Lender Warrants. The warrants will be held in escrow and will be exercisable after the twenty-four month anniversary of the effective date of the restructuring, but will be subject to forfeiture if the Company meets certain conditions involving the permanent prepayment of the restructured Senior Discount Notes on or before such anniversary date. The Senior Discount Warrant Agreement and the Senior Discount Warrant Escrow Agreement are attached hereto as Exhibits 10.7 and 10.8, respectively, and are each incorporated herein by reference.

• The common equity holders of Old DDi were issued receive 1% of the New Common Stock of Reorganized DDi, subject to dilution for issuance of New Common Stock in connection with the exercise of Reorganized DDi’s new stock options to be issued in connection with Reorganized DDi’s new management equity incentive plan, Senior Discount Warrants and Secured Lender Warrants following the restructuring.

• The holders of the Secured Lender Warrants and the Senior Discount Warrants shall have, pursuant to registration rights agreements, certain registration rights with respect to the common stock underlying the Secured Lender Warrants and the Senior Discount Warrants. The Registration Rights Agreements relating to the Secured Lender Warrants and the Senior Discount Warrants are attached hereto as Exhibits 10.9 and 10.10, respectively, and are each incorporated herein by reference.

• The holders of the Series A Preferred and the DDi Europe Preferred (when issued) shall have, pursuant to registration rights agreements, certain registration rights with respect to the Series A Preferred and the DDi Europe Preferred. The Registration Rights Agreements relating to the Series A Preferred and the DDi Europe Preferred are attached hereto as Exhibits 10.11 and 10.12, respectively, and are each incorporated herein by reference.

• The holders of the New Common Stock issued to the holders of the convertible subordinated notes of Old DDi pursuant to the Plan shall have, pursuant to a New Common Stock Registration Rights Agreement, certain registration rights with respect to the New Common Stock. The New Common Stock Registration Rights Agreement is attached hereto as Exhibit 10.13 and incorporated herein by reference.

Reorganized DDi will establish a new management equity incentive plan. Under the new management equity incentive plan, Reorganized DDi intends to issue shares of restricted stock equaling five percent (5%) of Reorganized DDi’s New Common Stock to Reorganized DDi’s management, and Reorganized DDi may issue options for up to an additional 16.5% of Reorganized DDi’s New Common Stock on a fully-diluted basis for members of management.

As of the Effective Date, after giving effect to the Plan, Reorganized DDi has 23,750,000 shares of New Common Stock and 1,000,000 shares of Series A Preferred issued and outstanding. In addition, (a) 3,051,507 shares of the New Common Stock have been reserved for future issuance pursuant to the Secured Lender Warrants, (b) 762,876 shares of the New Common Stock have been reserved for future issuance pursuant to the Senior Discount Secured Warrants, and (c) 1,250,000 shares of New Common Stock have been reserved for issuance pursuant to Reorganized DDi’s management incentive plan. As of the Effective Date, after giving effect to the Plan, DDi Capital had 1,000 shares of common stock outstanding, all of which was held by DDi Intermediate Holdings, Inc., a wholly-owned subsidiary of Reorganized DDi.

Except as otherwise specifically provided in the Plan, on the Effective Date, all property of the Debtors revested in each of the Debtors, free and clear of all claims, liens, charges, encumbrances, rights and equity interests of creditors and equity security holders. Information regarding the assets and liabilities of the Debtors as of October 31, 2003 is hereby incorporated by reference into this report from the Debtors’ balance sheets attached hereto as Exhibits 99.1 and 99.2, respectively. The Debtors’ assets and liabilities as of the date the confirmation order was issued were not materially different. The Debtors’ cash assets upon consummation of the Plan will not differ materially as a result of the Plan. The Debtors’ liabilities will differ materially by reason of the discharge of liabilities provided by the Plan and the new obligations undertaken by the Debtors in implementation of the Plan as described above. On or near the Confirmation Date, the Debtors will adopt “fresh start accounting” in accordance with AICPA’s Statement of Position 90-7, “Financial Reporting by Entities in Registration under the Bankruptcy Code,” with respect to their financial reports, which requires the Debtors to restate all assets and liabilities to their fair values based upon certain valuations which the Debtors will make in connection with the implementation of the Plan. The Debtors have not yet determined the impact of fresh start accounting on the historical consolidated financial statements.

Item 7. Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
2.1	Modified First Amended Joint Plan of Reorganization Dated as of August 30, 2003
2.2	Order Confirming Debtors’ Modified First Amended Joint Plan of Reorganization Dated as of August 30, 2003.
3.1	Amended and Restated Certificate of Incorporation of DDi Corp.
3.2	Certificate of Designation of DDi Corp.
3.3	Amended and Restated Bylaws of DDi Corp.
3.4	Amended and Restated Bylaws of DDi Capital Corp.
10.1	Second Amended and Restated Credit Agreement made by DDi Corp., dated as of December 12, 2003
10.2	Guarantee and Pledge Agreement made by DDi Corp., dated as of December 12, 2003
10.3	Amended and Restated Guarantee and Collateral Agreement made by DDi Intermediate Holdings, DDi Capital Corp., Dynamic Details, Incorporated, Dynamic Details, Incorporated, Silicon Valley and certain of their Subsidiaries, dated as of December 12, 2003
10.4	Secured Lender Warrant Agreement, dated as of December 12, 2003
10.5	Secured Lender Warrant Escrow Agreement, dated as of December 12, 2003
10.6	Indenture dated as of December 12, 2003 with respect to DDi Capital 16% Senior Accreting Notes due 2009
10.7	Senior Discount Warrant Agreement, dated as of December 12, 2003
10.8	Senior Discount Warrant Escrow Agreement, dated as of December 12, 2003
10.9	Registration Rights Agreement, dated as of December 12, 2003, relating to DDi Corp. Secured Lender Warrants
10.10	Registration Rights Agreement, dated as of December 12, 2003, relating to DDi Corp. Senior Discount Warrants
10.11	Registration Rights Agreement, dated as of December 12, 2003, relating to Series A Preferred Stock of DDi Corp.
10.12	Registration Rights Agreement, dated as of December 12, 2003, relating to Preferred Stock of DDi Europe
10.13	Registration Rights Agreement, dated as of December 12, 2003, relating to New Common Stock
99.1	Balance Sheet for DDi Corp. as of October 31, 2003
99.2	Balance Sheet for DDi Capital Corp. as of October 31, 2003

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, DDi Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DDi CORP.
Date: December 17, 2003	By:	/s/ JOHN K. STUMPF
		John K. Stumpf Chief Financial Officer and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, DDi Capital Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DDi CAPITAL CORP.
Date: December 17, 2003	By:	/s/ JOHN K. STUMPF
		John K. Stumpf Chief Financial Officer and Treasurer

EX-2.1

EX – 2.1

KIRKLAND & ELLIS LLP

Citigroup Center

153 East 53^rd Street

New York, New York 10022-4675

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

Richard L. Wynne (RW-5630)

KIRKLAND & ELLIS LLP

777 South Figueroa Street

Los Angeles, California 90017

Telephone: (213) 680-8400

Facsimile: (213) 680-8500

Sharon M. Kopman (SK-3295)

Reorganization Counsel for Debtors and

Debtors in Possession

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:	x	Chapter 11
	:
	:	Case No. 03-15261 (SMB)
DDI CORP., et al.,	:
	:	(Jointly Administered with Case No. 03-
Debtors.	:	15260)
	x

DEBTORS’ MODIFIED first AMENDed JOINT PLAN OF REORGANIZATION

DATED AS OF AUGUST 30, 2003

TABLE OF CONTENTS

I.	INTRODUCTION		1
II.	DEFINITIONS, INTERPRETATION AND RULES OF CONSTRUCTION		2
	2.1	Definitions.	2
	2.2	Rules of Construction.	28
	2.3	Plan Documentary Supplement	29
	2.4	Exhibits	29
III.	JOINT PLAN; NO SUBSTANTIVE CONSOLIDATION		29
IV.	UNCLASSIFIED CLAIMS		30
	4.1	Administrative Claims	30
	4.2	Superpriority Administrative Expense Claim	32
	4.3	Priority Tax Claims	32
	4.4	Indenture Trustee Fee Claim	32
V.	CLASSIFICATION OF CLAIMS AND INTERESTS		33
	5.1	General Overview	33
VI.	PROVISIONS FOR THE TREATMENT OF CLAIMS AND INTERESTS		34
	6.1	Class 1 - Allowed Class 1 Claims (Unimpaired)	34
	6.2	Class 2 - Other Secured Claims (Unimpaired)	35
	6.3	Class 3 - Other Priority Claims (Unimpaired)	35
	6.4	Class 4 - Allowed Unsecured Claims Not Classified in Classes 5, 6a or 6b (Unimpaired)	36
	6.5	Class 5 - Allowed Class 5 Claims - Senior Discount Notes (Impaired)	36
	6.6	Class 6a - Allowed Class 6a Claims - 5.25% Convertible Subordinated Notes (Impaired)	37
	6.7	Class 6b - Allowed Class 6b Claims - 6.25% Convertible Subordinated Notes (Impaired)	37
	6.8	Class 7 - Allowed Equity Interests - Existing DDi Corp. Common Stock (Impaired)	38
VII.	ACCEPTANCE OR REJECTION OF THE PLAN		38
	7.1	Introduction	38
	7.2	Who May Object to Confirmation of the Plan	39
	7.3	Who May Vote to Accept/Reject the Plan	39
VIII.	MEANS FOR IMPLEMENTING THE PLAN		40
	8.1	Introduction	40
	8.2	The Reorganized Debtors	41
	8.3	Issuance of New Common Stock	41
	8.4	Issuance of Secured Lender Warrants	41
	8.5	Issuance of Senior Discount Warrants	42
	8.6	Issuance of Management Options Under Management Incentive Plan	42
	8.7	Issuance of New Preferred Stock or New DDi Corp. Preferred Stock	43

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	8.8	Amended and Restated Articles or Certificate of Incorporation or Charter and Bylaws	43
	8.9	Treatment of the Senior Debt Parties Under the Pre-Restructuring Loan Documents	44
	8.10	Treatment of the Senior Discount Note Holders	44
	8.11	Funding of the Plan	45
	8.12	Management/Board of Directors	45
	8.13	Corporate Actions	48
	8.14	Revesting of Assets	49
	8.15	Cancellation of Existing Securities and Agreements	49
	8.16	Preservation of Rights of Action; Settlement of Litigation Claims	50
IX.	DISTRIBUTIONS		51
	9.1	Distribution Agent	51
	9.2	Distributions	51
	9.3	Old Instruments and Securities.	52
	9.4	De Minimis Distributions and Fractional Shares	53
	9.5	Delivery of Distributions	53
	9.6	Undeliverable Distributions	54
	9.7	Disposition of Unclaimed Property	55
	9.8	Effect of Distribution Record Date	56
	9.9	Setoffs	56
X.	OBJECTIONS TO CLAIMS AND DISPUTED CLAIMS		57
	10.1	Objections to Claims	57
	10.2	Treatment of Disputed Claims.	57
XI.	EFFECT OF CONFIRMATION OF PLAN		57
	11.1	Discharge	57
	11.2	Injunction	58
XII.	LIMITATION OF LIABILITY AND RELEASES		59
	12.1	No Liability for Solicitation or Participation	59
	12.2	Good Faith Finding	59
	12.3	Exculpation/Limitation of Liability	59
	12.4	Debtors' Releases and Injunction.	60
	12.5	Releases and Injunction.	61
XIII.	CONDITIONS TO CONFIRMATION AND EFFECTIVENESS		63
	13.1	Conditions Precedent to Plan Confirmation	63
	13.2	Conditions Precedent to Plan Effectiveness	63
	13.3	Waiver of Conditions	64
XIV.	RETENTION OF JURISDICTION		64
	14.1	Retention of Jurisdiction	64
XV.	MODIFICATION OR WITHDRAWAL OF PLAN		66
	15.1	Modification of Plan	66
	15.2	Termination Events	66
	15.3	Nonconsensual Confirmation	67

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XVI.	MISCELLANEOUS		67
	16.1	Payment of Statutory Fees	67
	16.2	Payment Dates	67
	16.3	Headings	67
	16.4	Other Documents and Actions	68
	16.5	Notices	68
	16.6	Governing Law	70
	16.7	Binding Effect	70
	16.8	Successors and Assigns	70
	16.9	No Waiver	71
	16.10	Exemption from Securities Laws	71
	16.11	Inconsistencies	71
	16.12	Exemption from Certain Transfer Taxes and Recording Fees	71
	16.13	Post-Confirmation Conversion/Dismissal	72
	16.14	Final Decree	72

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Exhibits

Exhibit 1	-	Term Sheet for Management Incentive Plan
Exhibit 2	-	Term Sheet for Common Equity
Exhibit 3	-	Term Sheet for Preferred Equity
Exhibit 4	-	Term Sheet for Senior Discount Notes
Exhibit 5	-	Term Sheet for the Restructuring of the Pre-Restructuring Bank Indebtedness
Exhibit 6	-	Summary of Terms and Conditions of Financial Restructuring of DDi Corp. and its Affiliates
Exhibit 7	-	Plan Support Agreement (as amended)
Exhibit 8	-	Senior Discount Note Holder Plan Support Agreement

List Of Plan Documents To Be Filed After The Petition Date

Document	Date Filed
Secured Lender Warrant Agreement	At least 10 business days prior to Confirmation Hearing
Senior Discount Warrant Agreement	At least 10 business days prior to Confirmation Hearing
New DDi Corp. Guarantee and Pledge Agreement	At least 10 business days prior to Confirmation Hearing
New Senior Accreting Note Indenture	At least 10 business days prior to Confirmation Hearing
Management Incentive Plan	At least 10 business days prior to Confirmation Hearing
Amended and Restated DDi Corp. Certificate of Incorporation	At least 10 business days prior to Confirmation Hearing
Amended and Restated DDi Corp. Bylaws	At least 10 business days prior to Confirmation Hearing
Amended and Restated DDi Corp. Articles of Incorporation	At least 10 business days prior to Confirmation Hearing
Amended and Restated DDi Europe Articles of Association (to be effective only if the Modified Structure is not implemented)	At least 10 business days prior to Confirmation Hearing
Any Other Plan Documents Deemed Necessary	At least 10 business days prior to Confirmation Hearing

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I. INTRODUCTION

On August 20, 2003 (the “Petition Date”), DDi, Corp., a Delaware corporation (“DDi Corp.) and DDi Capital Corp., a California corporation (DDi Capital, and together with DDi Corp., the “Debtors” and “Debtors-in-Possession” and each a “Debtor” and “Debtor-in-Possession”), filed separate voluntary petitions under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (collectively, the “Chapter 11 Cases”). Each of the Debtors is a holding company that operates through their non-debtor operating subsidiaries. As of the Petition Date, Debtors’ total North American debt equaled approximately $300 million, consisting of approximately $210.6 million in principal plus accrued and unpaid interest owing by DDi Corp. to the Holders of the Convertible Subordinated Notes (as defined below), approximately $17.7 million in principal plus accrued and unpaid interest owing by DDi Capital to Holders of the Senior Discount Notes (as defined below) and a guarantee of the Pre-Restructuring Bank Indebtedness (as defined below) by DDi Capital and substantially all of DDi Capital’s subsidiaries. On August 21, 2003, the United States Bankruptcy Court entered an order authorizing the joint administration of the Debtors’ Chapter 11 Cases.

The document that you are reading is the Debtors’ First Amended Joint Plan of Reorganization dated as of August 30, 2003, as modified by the Amendment to the Debtors’ First Amended Joint Plan of Reorganization dated as of August 30, 2003 (the “Amendment”), which Amendment was filed on October 31, 2003. The Plan (as defined below) provides for the preservation of the Debtors’ businesses through a comprehensive reorganization and debt recapitalization. Under the Plan, the claims of creditors will be paid, either in full or in part, through issuance of cash, debt or equity interests in Reorganized DDi Corp. (as defined below) and DDi Europe (as defined below) and will otherwise be discharged.

Sent to you in the same envelope with this document is the Debtors’ Joint Disclosure Statement. The Disclosure Statement (as defined below) has been approved by the Bankruptcy Court and it is being provided along with the Plan in order to provide you with critical information about the Debtors and to help you understand the Plan. The Disclosure Statement discusses the

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Debtors’ history, businesses, properties, and results of operations and contains a summary and discussion of this Plan. Holders of Claims (as defined below) and Equity Interests (as defined below) are encouraged to read the Disclosure Statement. No solicitation materials, other than the Disclosure Statement and related materials transmitted therewith and approved for solicitation purposes by the Bankruptcy Court, have been authorized for use in soliciting acceptances or rejections of this Plan.

The Ad Hoc Convertible Note Holder Committee (as defined below), DDi Europe, DDi Intermediate Holdings Corp., Dynamic Details, Incorporated and Dynamic Details, Incorporated, Silicon Valley are co-sponsors of the Plan (the “Co-Sponsors”), with the rights of Plan proponents. This means that these groups have participated in the development of the Plan, and they have agreed to perform certain obligations in connection with the Plan provided that the Plan is confirmed by the Bankruptcy Court and certain other conditions are satisfied.

II. DEFINITIONS, INTERPRETATION AND RULES OF CONSTRUCTION

2.1 Definitions.

The following defined terms are used in this document. Any capitalized term used but not defined herein, but that is defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to it in the Bankruptcy Code or Bankruptcy Rules.

2.1.1 5.25% Convertible Subordinated Debt Parties. The 5.25% Convertible Subordinated Note Holders, the 5.25% Underwriters and the 5.25% Trustee.

2.1.2 5.25% Convertible Subordinated Notes. The 5.25% Convertible Subordinated Notes due 2008 issued by DDi Corp.

2.1.3 5.25% Convertible Subordinated Note Indenture. That certain subordinated indenture dated as of February 20, 2001 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Effective Date), by and between DDi Corp. and the 5.25% Trustee, pursuant to which the 5.25% Convertible Subordinated Notes were issued.

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2.1.4 5.25% Convertible Subordinated Note Holders. All Holders of the 5.25% Convertible Subordinated Notes.

2.1.5 5.25% Trustee. U.S. Bank National Association, as successor in interest to The State Street Bank and Trust Company, in its capacity as indenture trustee under the 5.25% Convertible Subordinated Note Indenture.

2.1.6 5.25% Underwriters. Credit Suisse First Boston Corp. and Robertson Stephens, Inc. as underwriters of the 5.25% Convertible Subordinated Notes.

2.1.7 6.25% Convertible Subordinated Debt Parties. The 6.25% Convertible Subordinated Note Holders, the 6.25% Underwriters and the 6.25% Trustee.

2.1.8 6.25% Convertible Subordinated Notes. The 6.25% Convertible Subordinated Notes due 2007 issued by DDi Corp.

2.1.9 6.25% Convertible Subordinated Note Indenture. That certain indenture dated as of April 2, 2002 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Effective Date), by and between DDi Corp. and the 6.25% Trustee, pursuant to which the 6.25% Convertible Subordinated Notes were issued.

2.1.10 6.25% Convertible Subordinated Note Holders. All Holders of the 6.25% Convertible Subordinated Notes.

2.1.11 6.25% Trustee. U.S. Bank National Association, as successor in interest to The State Street Bank and Trust Company, in its capacity as indenture trustee under the 6.25% Convertible Subordinated Note Indenture.

2.1.12 6.25% Underwriters. Robertson Stephens, Inc. and JPMorgan Securities, Inc. as underwriters of the 6.25% Convertible Subordinated Notes.

2.1.13 Ad Hoc Convertible Note Holder Committee. The group of Holders of Convertible Subordinated Notes who formed a committee chaired by Tablerock Fund Management, LLC. and represented by Stutman, Treister & Glatt Professional Corporation.

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2.1.14 Ad Hoc Senior Discount Note Holder Committee. The group of Holders of the Senior Discount Notes, AIG Global Investment Corp. and JPMorgan Partners (BHCA), L.P., who formed a committee represented by Hahn & Hessen LLP.

2.1.15 Ad Hoc Committees. Collectively, the Ad Hoc Convertible Note Holder Committee and Ad Hoc Senior Discount Note Holder Committee.

2.1.16 Administrative Agent. JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), in its capacity as the arranger of the Commitments (as defined in the Pre-Restructuring Loan Documents), and as collateral, co-syndication, and administrative agent for the Secured Lenders.

2.1.17 Administrative Claim. Any Claim for any cost or expense of administration of the Cases allowable under section 330, 331, 503(b), or 507(a)(1) of the Bankruptcy Code, and the fees and expenses relating to the Ad Hoc Committees, including without limitation, any actual and necessary post-petition expenses of preserving the Estates of the Debtors, any actual and necessary post-petition expenses of operating the business of the Debtors in Possession including post-petition taxes, all compensation or reimbursement of expenses to the extent allowed by the Bankruptcy Court under sections 330, 331, or 503 of the Bankruptcy Code, the fees and expenses of each Professional retained by the Ad Hoc Committees which retentions have been approved by the Debtors and the Required Lenders, and the expenses of the members of the Ad Hoc Committees as each would be allowed under section 503(b) of the Bankruptcy Code if the Ad Hoc Committees were official committees under section 1102 of the Bankruptcy Code, and any fees or charges assessed against the Estates of the Debtors under section 1930 of Title 28 of the United States Code.

2.1.18 Administrative Claims Bar Date. The last date or dates fixed by the Plan or the Bankruptcy Court for filing proofs or requests for payment of certain Administrative Claims pursuant to Section 4.1.2 of the Plan, Rule 3003(c)(3) of the Bankruptcy Rules, or any order of the Bankruptcy Court.

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2.1.19 Affiliate. “Affiliate” shall have the meaning set forth in section 101(2) of the Bankruptcy Code.

2.1.20 Allowed. When used to describe a Claim or Claims, such Claim or Claims to the extent that it or they are an “Allowed Claim” or “Allowed Claims.”

2.1.21 Allowed Class 1 Claims. Each of the Secured Lenders shall, for purposes of distribution and treatment under the Plan, be deemed to have an Allowed Claim under Class 1 for DDi Capital’s guarantee of the Pre-Restructuring Loan Documents and Pre-Restructuring Bank Indebtedness, which guarantee is secured by a pledge of the stock of Details, and need not file a proof of claim with respect thereto.

2.1.22 Allowed Class 5 Claims. A beneficial owner of the Senior Discount Notes of record as of the Effective Date shall, for purposes of distribution and treatment under the Plan, be deemed to have an Allowed Claim under Class 5 for the outstanding principal amount of the Senior Discount Notes and the Existing Senior Discount Note Indenture owned by such beneficial owner plus accrued and unpaid interest as of the Petition Date, and need not file a proof of claim with respect thereto.

2.1.23 Allowed Class 6a Claims. A beneficial owner of the 5.25% Convertible Subordinated Notes of record as of the Effective Date shall, for purposes of distribution and treatment under the Plan, be deemed to have an Allowed Claim under Class 6a for the outstanding principal amount of the 5.25% Convertible Subordinated Notes and the 5.25% Convertible Subordinated Note Indenture owned by such beneficial owner plus accrued and unpaid interest as of the Petition Date, and need not file a proof of claim with respect thereto.

2.1.24 Allowed Class 6b Claims. A beneficial owner of the 6.25% Convertible Subordinated Notes of record as of the Effective Date shall, for purposes of distribution and treatment under the Plan, be deemed to have an Allowed Claim under Class 6b for the outstanding principal amount of the 6.25% Convertible Subordinated Notes and the 6.25% Convertible Subordinated Note Indenture owned by such beneficial owner plus accrued and unpaid interest as of the Petition Date, and need not file a proof of claim with respect thereto.

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2.1.25 Allowed Amount shall mean:

(i) with respect to any Administrative Claim (i) if the Claim is based upon a Fee Application, the amount of such Fee Application that has been approved by a Final Order of the Bankruptcy Court; (ii) if the Claim is based upon any indebtedness or obligation incurred in the ordinary course of business of the Debtors and is not otherwise subject to an Administrative Claim Bar Date, the amount of such Claim that has been agreed to by the Debtors and such creditor, failing which, the amount thereof as fixed by a Final Order of the Bankruptcy Court; or (iii) if the Holder of such Claim was required to file and has filed proof thereof with the Bankruptcy Court prior to an Administrative Claim Bar Date, (l) the amount stated in such proof if no objection to such proof of claim is interposed within the applicable period of time fixed by the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court, or (2) the amount thereof as fixed by Final Order of the Bankruptcy Court if an objection to such proof was interposed within the applicable period of time fixed by the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court. The Allowed Amount of any Administrative Claim which is subject to an Administrative Claims Bar Date and not filed by the applicable Administrative Claims Bar Date shall be zero, and no distribution shall be made on account of any such Administrative Claim;

(ii) with respect to any Claim which is not an Administrative Claim, a Deficiency Claim, Allowed Class 1 Claim, Allowed Class 5 Claim, Allowed Class 6a Claim or Allowed Class 6b Claim (all “Other Claim”): (i) if the Holder of such Other Claim did not file proof thereof with the Bankruptcy Court on or before the Claims Bar Date, the amount of such Claim as listed in the Debtors’ Schedules as neither disputed, contingent or unliquidated; or (ii) if the Holder of such Claim has filed proof thereof with the Bankruptcy Court on or before the Claims Bar Date, (a) the amount stated in such proof if no objection to such proof of claim was interposed within the applicable period of time fixed by the Bankruptcy Code, the Bankruptcy Rules, the Plan or the Bankruptcy Court, or (b) the amount thereof as fixed by Final Order of the Bankruptcy Court if an objection to such proof was interposed within the applicable period of time fixed by the Bankruptcy Code, the Bankruptcy Rules, the Plan or the Bankruptcy Court.

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The Allowed Amount of any Other Claim which is not filed by the applicable Claims Bar Date, is not listed on the Debtors’ Schedules, is listed as disputed, unliquidated, contingent, unknown or in a zero amount or is not allowed under the terms of the Plan, shall be zero, and no distribution shall be made on account of any such Claim;

(iii) with respect to any Deficiency Claim, the amount thereof as fixed by Final Order of the Bankruptcy Court. The Allowed Amount of any Deficiency Claim which is not filed by the Claims Bar Date shall be zero, and no distribution shall be made on account of any such Deficiency Claim;

(iv) with respect to any Allowed Class 5 Claims, Allowed Class 6a Claims and Allowed Class 6b Claims, the outstanding principal amount plus any accrued and unpaid interest due under their respective agreements as of the Petition Date, as the case may be;

(v) with respect to the Allowed Class 1 Claims in the aggregate, the amount of $72,892,916.17 plus fees and interest thereon; and

(vi) with respect to any Equity Interest, (i) the amount provided by or established in the records of the Debtors at the Confirmation Date, provided, however, that a timely filed proof of Equity Interest shall supersede any listing of such Equity Interest on the records of the Debtors; or (ii) the amount stated in a proof of Equity Interest filed prior to the Confirmation Date if no objection to such Equity Interest was filed prior to the Confirmation Date or such later date as the Bankruptcy Court allows; or (iii) the amount of such Equity Interest as fixed by a Final Order of the Bankruptcy Court.

2.1.26 Allowed Claim. Except as otherwise provided in this Plan (including with respect to those Classes for which the amount of the Allowed Claims is specified by this Plan), a Claim to the extent (and only to the extent) of the Allowed Amount of such Claim.

2.1.27 Allowed Claim or Allowed Class Claim. A Claim of the type specified or in the Class specified that is also an Allowed Claim (i.e., an Allowed Secured Claim is a Secured Claim that is also an Allowed Claim, and an Allowed Class 3 Claim is a Claim classified in Class 3 that is an Allowed Claim).

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2.1.28 Allowed Equity Interest. Any Equity Interest to the extent, and only to the extent, of the Allowed Amount of such Equity Interest.

2.1.29 Allowed Superpriority Administrative Expense Claim. An Allowed Administrative Expense Claim of the Secured Lenders pursuant to Sections 503((b)(1), 507(a) and 507(b) of the Bankruptcy Code with priority in payment over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code including, without limitation, sections 105, 326, 328, 330, 331 and 726 of the Bankruptcy Code, and shall at all times be senior to the rights of the Debtors, and any successor trustee or any creditor in the Chapter 11 Cases or any subsequent proceedings under the Bankruptcy Code.

2.1.30 Amended and Restated DDi Corp. Bylaws. The amended and restated Bylaws for Reorganized DDi Corp., which shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.31 Amended and Restated DDi Corp. Certificate of Incorporation. The amended and restated certificate of incorporation of Reorganized DDi Corp., which shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.32 Amended and Restated DDi Europe Articles of Association. The amended and restated articles of association of DDi Europe, which shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.33 Ballots. Each of the ballot forms distributed with the Disclosure Statement to each Holder of an impaired Claim or Equity Interest (other than to Holders not entitled to vote on the Plan) upon which is to be indicated among other things, acceptance or rejection of the Plan.

2.1.34 Bankruptcy Code. The Bankruptcy Reform Act of 1978, as amended, as set forth in Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as applicable to the Cases.

2.1.35 Bankruptcy Court. The United States Bankruptcy Court for the Southern District of New York, having jurisdiction over the Cases and, to the extent of any withdrawal of

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the reference made pursuant to section 157 of Title 28 of the United States Code, the United States District Court for the Southern District of New York, or, in the event such courts cease to exercise jurisdiction over the Cases, such court or unit thereof that exercises jurisdiction over the Cases in lieu thereof.

2.1.36 Bankruptcy Rules. Collectively, as now in effect or thereafter amended and as applicable to the Cases, (i) the Federal Rules of Bankruptcy Procedure, and (ii) the Local Bankruptcy Rules and General Orders applicable to cases pending before the Bankruptcy Court.

2.1.37 Borrowers. Dynamic Details, Incorporated, a California corporation, and Dynamic Details, Incorporated, Silicon Valley, a Delaware corporation, as borrowers under the Pre-Restructuring Loan Documents.

2.1.38 BOS. The Governor and Company of the Bank of Scotland, in its various capacities under the BOS Credit Facility.

2.1.39 BOS Consent. The consent of BOS, pursuant to the BOS Credit Facility, to the issuance of New Preferred Stock by DDi Europe, which shall be in form and substance reasonably satisfactory to the Co-Sponsors and the Required Lenders; provided, however, that if BOS consents to the issuance of the New Preferred Stock that is in strict conformity with the terms and conditions set forth in Exhibit “3” attached hereto and no other terms and conditions of such consent shall modify the terms and conditions set forth in such Exhibit “3”, such consent shall be deemed in form and substance reasonably satisfactory to the Required Lenders provided that a copy of such consent shall have been provided to the Secured Lenders within a reasonable time prior to it becoming effective.

2.1.40 BOS Credit Facility. That certain Amended and Restated Facilities Agreement dated as of May 27, 1999 by and between DDi Europe and BOS.

2.1.41 Budget and Funding Agreement. That certain Budget and Funding Agreement, dated as of August 1, 2003 by and among the Debtors, Details, DDISV, each Subsidiary Guarantor (as defined therein), the Administrative Agent and the Professionals (as defined therein) signatory thereto.

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2.1.42 Business Day. Any day, other than a Saturday, a Sunday or a “legal holiday,” as defined in Bankruptcy Rule 9006(a).

2.1.43 Cases. The Chapter 11 cases commenced by the Debtors on the Petition Date and pending before the Bankruptcy Court.

2.1.44 Cash. Currency of the United States of America and cash equivalents, including, but not limited to, bank deposits, immediately available or cleared checks, drafts, wire transfers and other similar forms of payment.

2.1.45 Causes of Action. All actions, causes of action, omissions, courses of conduct, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, specialties, covenants, contracts, variances, trespasses, damages, judgments, extents, executions, controversies, agreements, promises, rights to legal remedies, rights to equitable remedies, rights to payments, Claims and demands whatsoever in law, admiralty, equity or otherwise, whether known or unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured and whether asserted or assertable directly or derivatively in law, equity or otherwise.

2.1.46 Claim. All claims (as such term is defined in Section 101(5) of the Bankruptcy Code), counterclaims, setoffs, recoupment, demands, causes of action, obligations, damages, liabilities, indebtedness, obligations, debts (as such term is defined in Section 101(13) of the Bankruptcy Code), demands, guaranties, options, rights, contractual commitments, restrictions, interests and matters of any kind and nature, and whether imposed by agreement, understanding, law, equity or otherwise, including, but not limited to, any claims that were or could have been brought under Chapter 5 of the Bankruptcy Code, whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due, and shall include (a) any right to payment from any of the Debtors, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, or (b) any right to an equitable remedy for breach of performance if such breach gives rise to a right of payment from any of the Debtors, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.

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2.1.47 Claims Bar Date. For any Claim other than an Administrative Claim, October 7, 2003, or such other deadline for filing such Claim as has been established under any order of the Bankruptcy Court.

2.1.48 Claims Objection Deadline. The later of (i) fifteen (15) days after the Effective Date of the Plan or (ii) such greater period of limitation as may be fixed or extended by the Bankruptcy Court on request of a Debtor or Reorganized Debtor or by agreement between a Debtor or Reorganized Debtor and the Holder of the Claim.

2.1.49 Class. Each group of Claims or Equity Interests classified in Article V of the Plan pursuant to sections 1122 and 1123 of the Bankruptcy Code.

2.1.50 Co-Sponsors. Co-Sponsors shall have the meaning set forth in Section I of the Plan.

2.1.51 Co-Syndication Agent. Bankers Trust Company as documentation and co-syndication agent of the Pre-Restructuring Loan Documents.

2.1.52 Collateral. Any property or interest in property of the Debtors’ Estates subject to a Lien to secure the payment or performance of a Claim, which Lien is not subject to avoidance under the Bankruptcy Code or otherwise invalid under the Bankruptcy Code or applicable state law.

2.1.53 Confirmation. Entry of the Confirmation Order by the Bankruptcy Court.

2.1.54 Confirmation Date. The date on which the Confirmation Order is entered in the Bankruptcy Court’s docket.

2.1.55 Confirmation Hearing. The hearing to consider confirmation of the Plan pursuant to section 1128 of the Bankruptcy Code, as it may be adjourned or continued from time to time.

2.1.56 Confirmation Order. The order entered by the Bankruptcy Court confirming the Plan in accordance with the provisions of Chapter 11 of the Bankruptcy Code, which order shall be submitted to the Court in form and substance satisfactory to the Co-Sponsors and the Required Lenders.

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2.1.57 Convertible Subordinated Notes. Collectively, the 5.25% Convertible Subordinated Notes and the 6.25% Convertible Subordinated Notes.

2.1.58 Convertible Subordinated Note Indentures. Collectively, the 5.25% Convertible Subordinated Note Indenture and the 6.25% Convertible Subordinated Note Indenture.

2.1.59 Convertible Subordinated Note Holders. All Holders of the Convertible Subordinated Notes.

2.1.60 Creditor. Any Person who is the Holder of a Claim against any Debtor that arose or accrued or is deemed to have arisen or accrued or to have matured, or otherwise become due, owing, and payable on or before the Petition Date, including without limitation, Claims of the kind specified in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code.

2.1.61 DDi Capital. DDi Capital Corp., a California corporation.

2.1.62 DDi Corp. DDi Corp., a Delaware corporation.

2.1.63 DDi Europe. DDi Europe Limited, a company registered in England and Wales and a non-debtor affiliate of DDi Corp.

2.1.64 DDi Intermediate. DDi Intermediate Holdings Corp., a California corporation and a non-debtor affiliate of DDi Corp.

2.1.65 DDISV. Dynamic Details, Incorporated, Silicon Valley, a Delaware corporation and a non-debtor affiliate of DDi Corp.

2.1.66 Debtor(s). Individually or collectively, DDi Corp. and DDi Capital.

2.1.67 Debtors-in-Possession. The Debtors when each is acting in the capacity of representative of the Estates in the Cases.

2.1.68 Deficiency Claim. That portion of any Claim of a Creditor secured by a Lien on, security interest in or charge against property of the Estate or that is subject to setoff under the Bankruptcy Code section 553, to the extent that the value of such Creditor’s interest in

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the Estate’s interest in such property or to the extent that the amount subject to setoff, as applicable, as determined pursuant to Bankruptcy Code section 506(a), is less than the amount of the Claim.

2.1.69 Details. Dynamic Details, Incorporated, a California corporation and a non-debtor affiliate of DDi Corp.

2.1.70 Disclosure Statement. That certain document entitled Disclosure Statement for Plan of Reorganization of DDi Corp. and DDi Capital under Chapter 11 of the Bankruptcy Code Filed in the Cases by the Debtors, including the Exhibits attached thereto, either in its present form or as it may be amended, restated, supplemented, or otherwise modified from time to time.

2.1.71 Disclosure Statement Hearing. The hearing(s) held pursuant to Bankruptcy Code section 1125(b) and Bankruptcy Rule 3017(a), including any continuances thereof, at which the Bankruptcy Court considered the adequacy of the Disclosure Statement.

2.1.72 Disputed Administrative Claim. Any Administrative Claim that is not an Allowed Administrative Claim.

2.1.73 Disputed Claim. All or any part of a Claim, other than any Allowed Amount thereof, an Administrative Claim, or the Allowed Class 1 Claims, Allowed Class 5 Claims, Allowed Class 6a Claims and the Allowed Class 6b Claims, as to which any one of the following applies: (i) no proof of claim has been filed with respect to such Claim, and either (a) the Claim is not listed in the Schedules, or (b) the Claim is listed in the Schedules as unliquidated, disputed, contingent, unknown or in a zero amount, (ii) the Claim is the subject of a timely objection or request for estimation in accordance with the Bankruptcy Code, the Bankruptcy Rules, any applicable orders of the Bankruptcy Court, or the Plan which is Filed on or before the Claims Objection Deadline, which objection or request for estimation has not been withdrawn or determined by a Final Order, or (iii) the Claim is otherwise treated as a “Disputed Claim” pursuant to this Plan. In addition, prior to the earlier of (i) the Claims Objection Deadline, and (ii) such date as the Bankruptcy Court allows the Claim pursuant to a Final Order,

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any Claim whose Allowed Amount is not specified under the Plan or that is not Allowed under the Plan that is evidenced by a proof of claim shall be deemed a Disputed Claim for purposes of calculating and making any distributions under this Plan if: (a) no Claim corresponding to the proof of claim is listed in the Schedules, (b) the Claim corresponding to the proof of claim is listed in the Schedules as disputed, contingent, unliquidated, unknown, or in a zero amount, (c) the amount of the Claim as specified in the proof of claim exceeds the amount of any corresponding Claim listed in the Schedules as not disputed, not contingent, and liquidated, but only to such extent, or (d) the priority or classification of the Claim as specified in the proof of claim differs from the priority of any corresponding Claim listed in the Schedules.

2.1.74 Disputed Claim or Disputed Class Claim. A Claim of the type specified or in the Class specified that is also a Disputed Claim (i.e., a Disputed Tax Claim is a Tax Claim that is also a Disputed Claim, and a Disputed Class 5 Claim is a Claim classified in Class 5 that is also a Disputed Claim).

2.1.75 Distribution Agent. Reorganized DDi. Corp.

2.1.76 Distribution Record Date. The record date for purposes of making distributions under the Plan on account of Allowed Claims and Equity Interests, which date shall be the Effective Date.

2.1.77 Effective Date. The tenth calendar day after the entry of the Confirmation Order, unless a stay of the Confirmation Order has been issued by the Court, and all conditions to the Effective Date have been satisfied or, if waivable, waived. In the event the Confirmation Order is stayed, the first business day after the stay is lifted, and all conditions to the Effective Date have been satisfied or, if waivable, waived.

2.1.78 Equity Interest. Any equity security or interest of or in any Debtor within the meaning, of Section 101(16) of the Bankruptcy Code, including, without limitation, any equity interest in any of the Debtors, whether in the form of common or preferred stock, stock options, warrants, partnership interests, membership interests, or any other equity security or interest, and includes, without limitation, any equity interest based on Existing DDi Corp.

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Common Stock or on any common stock of any other Debtor, and the legal, equitable, contractual and other rights, whether fixed or contingent, matured or unmatured, disputed or undisputed, of any Person to purchase, sell, subscribe to, or otherwise acquire or receive (directly or indirectly) any of the foregoing.

2.1.79 Estates. The bankruptcy estates of the Debtors created pursuant to section 541 of the Bankruptcy Code by the commencement of the Cases.

2.1.80 Existing DDi Corp. Common Stock. The shares of common stock of DDi Corp., outstanding immediately prior to the Effective Date.

2.1.81 Existing Senior Discount Note Indenture. That certain indenture dated as of November 18, 1997 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Effective Date), by and between DDi Capital (f/k/a Details Holdings Corp., a California corporation) and the Senior Discount Trustee, as trustee, pursuant to which the Senior Discount Notes were issued.

2.1.82 Fee Applications. Applications of Professional Persons under sections 330, 331 or 503 of the Bankruptcy Code and the Professional Persons retained by the Ad Hoc Committees for allowance of compensation and reimbursement of expenses in the Cases.

2.1.83 Filed. Delivered to, received by and entered upon the legal docket by the Clerk of the Bankruptcy Court. “File” shall have the correlative meaning.

2.1.84 Final Order. A judgment, order, ruling or other decree issued and entered by the Bankruptcy Court or by any state or other federal court or other tribunal as to which no appeal, petition for certiorari, or other proceedings for re-argument or rehearing shall then be pending or as to which any right to appeal, petition for certiorari, reargue, or rehear shall have been waived in writing in form and substance satisfactory to the Co-Sponsors and the Required Lenders, or, in the event that an appeal, writ of certiorari, or re-argument or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court or other applicable court shall have been affirmed by the highest court to which such order or judgment was appealed, or certiorari, re-argument, or rehearing has been denied, and the time to take any further appeal, petition for certiorari, or move for re-argument or rehearing shall have expired.

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2.1.85 Funding Order. The Order entered on August 20, 2003, (i) Approving the Budget and Funding Agreement, dated as of August 1, 2003 and (ii) Authorizing and Directing the Debtors’ Performance Thereunder, pursuant to Bankruptcy Code §§105, 361, 362, 363, 364, 503(B) and 507(B) and Federal Rule of Bankruptcy Procedure 4001(B).

2.1.86 Hedge Agreement. The terminated Hedge Agreement by and between JPMorgan Chase Bank and Dynamic Details, Incorporated, which was executed in connection with the Pre-Restructuring Loan Documents and terminated as of April 25, 2003.

2.1.87 Holder. The beneficial owner of any Interest.

2.1.88 Indentures. Collectively, the 5.25% Convertible Subordinated Note Indenture, the 6.25% Convertible Subordinated Note Indenture, and the Existing Senior Discount Note Indenture.

2.1.89 Indenture Trustee Fee Claim. Any Claim of the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee for payment of compensation for all services rendered by it under the Indentures as of the Effective Date, together with the reimbursement of all reasonable expenses, disbursements and advances incurred in connection therewith, including the reasonable compensation, expenses and disbursements of its agents and counsel.

2.1.90 Interest. (i) All Liens, (ii) all Claims, (iii) all interests of any kind or nature, including but not limited to any equity security or interest of or in any Debtor within the meaning, of section 101(16) of the Bankruptcy Code, including, without limitation, any Equity Interest in any of the Debtors, whether in the form of common or preferred stock, stock options, warrants, partnership interests, membership interests, or any other equity security or interest, and includes, without limitation, any equity interest based on Existing DDi Corp. Common Stock or on any common stock of any other Debtor, and (iv) the legal, equitable, contractual and other rights, whether fixed or contingent, matured or unmatured, disputed or undisputed, of any Person to purchase, sell, subscribe to, or otherwise acquire or receive (directly or indirectly) any of the foregoing.

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2.1.91 Lien. Any mortgage, pledge, security interest, encumbrance, lien (as defined in Section 101(37) of the Bankruptcy Code) or charge of any kind (including any agreement to give the foregoing), judgments, conditions, covenants, impositions, demands, easements, any conditional sale or other title retention agreement, any lease in the nature thereof or the filing of or agreement to give any financing statement under the Laws of any jurisdiction, restrictions or charges of any kind or nature, if any, including, but not limited to, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

2.1.92 Management Incentive Plan. The Management Incentive Plan pursuant to which the Management Options will be granted which shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.93 Management Options. The options to be granted under the Management Incentive Plan to the management of Reorganized DDi Corp. and its subsidiaries which shall have the material terms described in the term sheet attached as Exhibit ”1” to the Plan.

2.1.94 Modified Structure. In the event BOS does not deliver the BOS Consent pursuant to the terms of the BOS Credit Facility on or prior to five (5) Business Days preceding the Effective Date, the issuance by Reorganized DDi Corp. (not DDi Europe) on the Effective Date of all of the New DDi Corp. Preferred Stock to Holders of Allowed Class 6a Claims and Allowed Class 6b Claims.

2.1.95 New Common Stock. The new common stock of Reorganized DDi Corp. issued from and after the Effective Date, which shall be governed by the Amended and Restated DDi Corp. Certificate of Incorporation and shall represent all of the New Common Stock. The New Common Stock shall have the material terms described in the term sheet attached as Exhibit ”2” to the Plan and in the form attached as an Exhibit to the Plan Documentary Supplement.

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2.1.96 New Common Stock Registration Rights Agreement. The New Common Stock Registration Rights Agreement shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.97 New DDi Corp. Preferred Stock. The new preferred stock of Reorganized DDi Corp., issued on the Effective Date, which shall be governed by the Amended and Restated DDi Corp. Certificate of Incorporation and shall represent all of the New DDi Corp. Preferred Stock. The New DDi Corp. Preferred Stock shall have substantially the terms and conditions set forth in Exhibit “3” attached hereto. The precise terms and conditions of the New DDi Preferred Stock shall be agreed upon by the Co-Sponsors and the Required Lenders and described in an Exhibit to the Plan Documentary Supplement. However, the New DDi Corp. Preferred Stock shall be a preferred equity obligation of Reorganized DDi Corp and shall have an initial aggregate liquidation preference of $15,000,000. In addition, the New DDi Corp. Preferred Stock shall be subject, without limitation, to the following terms and conditions:

(i) any and all rights, claims, liens, and interests of the Secured Lenders or other holders under the New DDi Corp. Guarantee and Pledge Agreement and any other Restructuring Loan Document to the extent that it creates a claim against DDi Corp. or lien on any asset of DDi Corp. will be subordinate contractually to any and all rights, claims and interests (including, without limitation, unpaid dividends and other accretions both before and after any insolvency case or proceeding of Reorganized DDi Corp.) under the New DDi Corp. Preferred Stock with respect to the (A) the capital stock of DDi Europe and (B) any cash, property, or other assets of DDi Europe or any of its subsidiaries that is transferred to Reorganized DDi Corp. by way of dividend or otherwise ((A) and (B) are collectively referred to herein as the “DDi Europe Value”) until the New DDi Corp. Preferred Stock is fully redeemed;

(ii) any and all rights, claims, liens, or interests of the Holders of Allowed Class 5 Claims or other holders under the New Senior Accreting Notes shall be subordinate structurally and contractually to any and all rights, claims, and interests (including, without limitation, unpaid dividends and other accretions both before and after any insolvency

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case or proceeding of Reorganized DDi Corp.) under the New DDi Corp. Preferred Stock with respect to the DDi Europe Value (the form and substance of such contractual subordination shall be reasonably acceptable to holders of a majority of the aggregate principal amount of the Senior Discount Notes);

(iii) no DDi Europe Value will be paid to or held by the holders of claims, liens, or interests under the Pre-Restructuring Loan Documents, the Restructuring Loan Documents, or the New Senior Accreting Notes until the New DDi Corp. Preferred Stock is fully redeemed; provided, however, that after the New DDi Corp. Preferred Stock is fully redeemed, all of the DDi Europe Value shall be available, without limitation, to satisfy obligations under Reorganized DDi Corp.’s then existing agreements;

(iv) in the event that the Debtors are able to obtain the BOS Consent on or after the date the Modified Structure is implemented, the New DDi Corp. Preferred Stock shall convert into or be exchanged for New Preferred Stock consistent with the terms and conditions set forth in the Amended and Restated DDi Europe Articles of Association;

(v) Only DDi Europe Value shall be used to effect any distributions and/or redemptions under the New DDi Corp. Preferred Stock; and

(vi) the New DDi Corp. Preferred Stock shall have no rights, claims and interests in and to any other assets and equity interests, whether direct or indirect, of Reorganized DDi Corp.

2.1.98 New DDi Corp. Securities. Collectively, the New Common Stock, the New Warrants, the New DDi Corp. Preferred Stock (only if the Modified Structure is implemented) and the Management Options.

2.1.99 New DDi Corp. Guarantee and Pledge Agreement. The New DDi Corp. Guarantee and Pledge Agreement shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.100 New Preferred Stock. The new preferred stock of DDi Europe, issued on the Effective Date, which shall be governed by the Amended and Restated DDi Europe

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Articles of Association and shall represent all of the New Preferred Stock. The New Preferred Stock shall have the material terms described in the term sheet attached as Exhibit ”3” to the Plan and in the form attached to the Plan Documentary Supplement.

2.1.101 New Preferred Stock Registration Rights Agreement. The New Preferred Stock Registration Rights Agreement shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.102 New Senior Accreting Note Indenture. The New Senior Accreting Note Indenture shall have the material terms described in the term sheet attached as Exhibit ”4” to the Plan and in the form of the New Senior Accreting Note Indenture attached as an Exhibit to the Plan Documentary Supplement.

2.1.103 New Warrant Agreements. Collectively, the Secured Lender Warrant Agreement and the Senior Discount Warrant Agreement.

2.1.104 New Warrants. Collectively, the Secured Lender Warrants and the Senior Discount Warrants.

2.1.105 Person. An individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, estate, association, unincorporated association, joint venture, governmental authority, Professional, governmental unit, Committee or other entity of whatever nature.

2.1.106 Petition Date. The date on which each Debtor filed its petition for relief under Chapter 11 of the Bankruptcy Code, i.e., August 20, 2003.

2.1.107 Plan. The Joint Plan of Reorganization as set forth herein, including the Exhibits thereto and the Plan Documents, as the same may be amended or modified from time to time in accordance with section 15.1 of this Plan.

2.1.108 Plan Documentary Supplement. A supplement to this Plan, containing various documents relating to the implementation of the Plan, to be Filed with the Bankruptcy Court no later than ten (10) Business Days prior to the commencement of the hearing on confirmation of the Plan, as said supplement may be amended from time to time at any time prior to the Effective Date with the consent of the Co-Sponsors and the Required Lenders.

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2.1.109 Plan Documents. Collectively, the Amended and Restated DDi Corp. Certificate of Incorporation; the Amended and Restated DDi Corp. Bylaws, the Amended and Restated DDi Europe Articles of Association (to be effective only if the Modified Structure is not implemented), the New Warrant Agreements, the Management Incentive Plan, the Registration Rights Agreements, the New Senior Accreting Note Indenture, and any other documents required by the Plan, excluding any of the Restructuring Loan Documents (other than the Secured Lender Warrant Agreement, the New Common Stock Registration Rights Agreement and the New DDi Corp. Guarantee and Pledge Agreement), or determined by the Co-Sponsors and the Required Lenders to be necessary or advisable to implement the Plan. The Plan Documents shall be in form and substance acceptable to the Co-Sponsors and the Required Lenders. Final or near-final versions of the Plan Documents shall be filed with the clerk of the Bankruptcy Court as part of the Plan Documentary Supplement as early as practicable (but in no event later than ten (10) Business Days prior to the commencement of the Confirmation Hearing or on such other date as the Bankruptcy Court may establish).

2.1.110 Pre-Restructuring Bank Indebtedness. This term shall have the meaning ascribed to such term in the term sheet attached as Exhibit ”5” to the Plan.

2.1.111 Pre-Restructuring Loan Documents. The Amended and Restated Credit Agreement, dated as of July 23, 1998 and as amended and restated as of August 28, 1998, and as amended by the First Amendment, dated as of March 10, 1999, the Second Amendment, dated as of March 22, 2000, the Third Amendment, dated as of October 10, 2000, the Fourth Amendment, dated as of February 13, 2001, the Fifth Amendment, dated as of December 31, 2001, the Sixth Amendment, dated as of June 28, 2002, the Seventh Amendment, dated as of June 27, 2003 and the Eighth Amendment, dated as of August 1, 2003 (as amended, supplemented or otherwise modified prior to the Petition Date, the “Pre-Restructuring Credit Agreement”), among Details, DDISV, the Secured Lenders, the Administrative Agent and the

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Co-Syndication Agent, and all collateral and ancillary documentation executed in connection therewith, including, without limitation, the Hedge Agreement, with any Secured Lender or any Affiliate of any Secured Lender.

2.1.112 Priority Claim. Any Claim, other than an Administrative Claim or a Tax Claim, to the extent entitled to priority under Section 507(a) of the Bankruptcy Code.

2.1.113 Pro Rata. Proportionately, so that with respect to any distribution in respect of any Allowed Claim, the ratio of (a)(i) the amount of property distributed on account of such Allowed Claim to (ii) the amount of such Allowed Claim, is the same as the ratio of (b)(i) the amount of property distributed on account of all Allowed Claims of the Class or Classes sharing in such distribution to (ii) the amount of all Allowed Claims in such Class or Classes.

2.1.114 Professional. A Person or Entity (a) employed by the Debtors in Possession pursuant to a Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code and to be compensated for services rendered prior to the Effective Date, pursuant to sections 327, 328, 329, 330 and 331 of the Bankruptcy Code, (b) employed by the Ad Hoc Committees, which retentions have been approved by the Debtors and the Required Lenders and to be compensated for services rendered prior to the Effective Date as would be allowed under section 503(b) of the Bankruptcy Code if the Ad Hoc Committees were official committees or (c) for which compensation and reimbursement has been allowed by the Bankruptcy Court pursuant to Section 503(b) of the Bankruptcy Code.

2.1.115 Professional Fees. All Allowed Claims of Professionals for compensation and for reimbursement of expenses under sections 328, 330 and/or 503(b) of the Bankruptcy Code, and the Administrative Claims of the Professionals for the Ad Hoc Committees.

2.1.116 PSA. The Plan Support Agreement (together with exhibits, annexes and attachments thereto) dated as of August 8, 2003 (as amended), by and among DDi Corp., DDi Intermediate, DDi Capital, Details, DDISV, their respective subsidiaries and affiliates and the Holders of approximately 64% in aggregate principal amount of the Convertible Subordinated Notes.

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2.1.117 Registration Rights Agreements. Collectively, the New Common Stock Registration Rights Agreement and the New Preferred Stock Registration Rights Agreement.

2.1.118 Released Claims. Any and all of the following Claims and Causes of Action that arose up to and including the Effective Date and/or relate to, in any way, any Claims or Causes of Action that arose up to and including the Effective Date:

(i) actions or omissions or courses of conduct of any Released Party with respect to any indebtedness arising under or with respect to any credit facility or any other arrangement under which any of the Debtors or any of their respective subsidiaries is or was a borrower or guarantor, the Pre-Restructuring Loan Documents, the 5.25% Convertible Subordinated Notes, the 6.25% Convertible Subordinated Notes, the Senior Discount Notes or any investment (direct or indirect) in any common or preferred equity of any of the Debtors (including, without limitation, any action or omission of any Released Party with respect to the issuance, acquisition, holding, voting or disposition of any such investment),

(ii) actions or omissions or courses of conduct of any Released Party as an officer, director, employee or agent of, or advisor to, any of the Debtors, the Debtors’ respective subsidiaries, the Senior Debt Parties, the 5.25% Convertible Subordinated Debt Parties, the 6.25% Convertible Subordinated Debt Parties or the Senior Discount Parties,

(iii) disclosures made or not made by any person to any current or former Holder of any indebtedness arising under or with respect to any credit facility or any other arrangement under which any of the Debtors or any of the Debtors’ respective subsidiaries is or was a borrower or a guarantor, the Pre-Restructuring Loan Documents, the 5.25% Convertible Subordinated Notes, the 6.25% Convertible Subordinated Notes or the Senior Discount Notes,

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(iv) consideration paid in respect of any investment (direct or indirect) by any Person in any indebtedness arising under or with respect to any credit facility or any other arrangement under which any of the Debtors or any of the Debtors’ respective subsidiaries is or was a borrower or a guarantor, Pre-Restructuring Loan Documents, the 5.25% Convertible Subordinated Notes, the 6.25% Convertible Subordinated Notes, the Senior Discount Notes, any common or preferred equity investment (direct or indirect) in any of the Debtors or in respect of any services provided or to be provided to any of the Debtors under any management agreement or otherwise,

(v) Claims for equitable subordination or other recharacterization of any claim of any of the Senior Debt Parties, the 5.25% Convertible Subordinated Debt Parties, the 6.25% Convertible Subordinated Debt Parties and the Senior Discount Parties,

(vi) avoidance Claims the Debtors and their respective Estates have or may have against any of the Senior Debt Parties, the 5.25% Convertible Subordinated Debt Parties, the 6.25% Convertible Subordinated Debt Parties and the Senior Discount Parties under Sections 542, 543, 544, 547, 548, 549, 553, or 724(a) of the Bankruptcy Code, under applicable state law or otherwise, in respect of any payments or transfers made, obligations incurred or any contracts, agreements or arrangements involving any of the Released Parties,

(vii) any fiduciary duty of any of the Released Parties to any of the Debtors or their respective Estates or which the Estates might have asserted or any of their creditors or Holders,

(viii) actions taken or not taken or course of conduct in connection with the contemplated Plan, the restructuring and the petitions or otherwise in respect in the Chapter 11 Cases, including but not limited to, any act taken or omitted to be taken in connection with or related to the formulation, preparation, dissemination, implementation, administration, Confirmation or Consummation of the Plan, the Disclosure Statement or any contract, instrument, release or other agreement or document created or entered into in connection with the Plan, including the RSA, PSA or SDNPSA, or any other act taken or omitted to be taken in connection with or in contemplation of the Restructuring of the Pre-Restructuring Bank Indebtedness, the Convertible Subordinated Notes, or the Senior Discount Notes, and

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(ix) Claims, obligations, rights, Causes of Action and liabilities which the Debtors and any of their respective successors, assigns, affiliates and subsidiaries (other than DDi Europe and its European subsidiaries) may assert against the Released Parties, whether for tort, fraud, contract, violations of federal or state securities laws, or otherwise, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, based in whole or in part upon any act or omission, transaction, or other occurrence taking place on or before the Confirmation Date, in any way relating to the Chapter 11 Cases, the Restructuring or the Plan; provided, however, that Released Claims shall not include Claims or Causes of Action arising out of any such Released Party’s gross negligence or willful misconduct;

provided, however, that notwithstanding anything contained herein to the contrary, nothing in this Plan or the transactions contemplated by and authorized pursuant to the Plan shall release any non-debtor from any claims of the United States of America or its agencies or subdivisions (the “United States”), or modify, alter, impair, or in any way affect the claims and rights of the United States or the application of any laws or regulations of the United States as to any person or entity other than the Debtors.

2.1.119 Released Parties. The Senior Debt Parties, the 5.25% Convertible Subordinated Debt Parties, the 6.25% Convertible Subordinated Debt Parties, the Senior Discount Parties, the Creditors’ Committee (if any) and each of the members, the Ad Hoc Committees and each of the members, and any and all of such parties’ respective predecessors, successors and assigns, past, current and future principals, affiliates, agents, officers, directors, employees, shareholders, partners, members, affiliates, representatives, attorneys, financial advisors, investment bankers, agents or other professionals.

2.1.120 Reorganized DDi Corp. DDi Corp., as reorganized on and after the Effective Date.

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2.1.121 Reorganized Debtors. The Debtors, as reorganized under the terms of the Plan on and after the Effective Date, and any successors thereto by merger, consolidation, acquisition, or otherwise.

2.1.122 Required Lenders. This term shall have the meaning ascribed to such term in the term sheet attached as Exhibit ”5” to the Plan.

2.1.123 Restructuring. This term shall have the meaning ascribed to such term in the term sheet attached as Exhibit ”5” to the Plan.

2.1.124 Restructuring Loan Documents. This term shall have the meaning ascribed to such term in the term sheet attached as Exhibit ”5” to the Plan.

2.1.125 RSA. The Restructuring Support Agreement (together with exhibits, annexes and attachments thereto) dated as of August 1, 2003 (as amended), by and among DDi Corp., DDi Intermediate, DDi Capital, Details, DDISV, their respective subsidiaries and affiliates and one hundred percent (100%) of the Holders of the Pre-Restructuring Bank Indebtedness.

2.1.126 Schedules. The schedules of assets and liabilities and list of equity security Holders Filed by the Debtors, as required by section 521(1) of the Bankruptcy Code, Bankruptcy Rules 1007(a)(1) and (3) and (b)(1), and Official Bankruptcy Form No. 6, as amended from time to time.

2.1.127 SDNPSA. The Senior Discount Note Holder Plan Support Agreement (together with exhibits, annexes and attachments thereto) dated as of August 19, 2003, by and among DDi Corp., DDi Intermediate, DDi Capital, Details, DDISV, their respective subsidiaries and affiliates and the Holders of approximately 71.5% in aggregate principal amount of the Senior Discount Notes.

2.1.128 Secured Claim. Any Claim, including interest, fees, costs, and charges to the extent allowable pursuant to Bankruptcy Code section 506(b) and the Plan, that is secured by a valid and unavoidable Lien on property in which the Debtors have, or any of them or any Estate has, an interest or that is subject to recoupment or setoff under Section 553 of the Bankruptcy Code, to the extent of the value of such Holder’s interest in the Debtors, any Debtor’s or any Estate’s interest in the property, determined pursuant to Section 506(a) of the Bankruptcy Code.

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2.1.129 Secured Lender Warrant Agreement. The agreement pursuant to which the Secured Lender Warrants will be issued which shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.130 Secured Lender Warrant Escrow Agreement. The Secured Lender Warrant Escrow Agreement shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.131 Secured Lender Warrants. The warrants issuable to the Secured Lenders which shall have the material terms described in the term sheet attached as Exhibit ”5” to the Plan.

2.1.132 Secured Lenders. The several banks and other financial institutions from time to time parties to the Pre-Restructuring Loan Documents.

2.1.133 Senior Debt Parties. The Secured Lenders, the Administrative Agent and the Co-Syndication Agent.

2.1.134 Senior Discount Notes. The 12.5% Senior Discount Notes due 2007 issued by DDi Capital.

2.1.135 Senior Discount Note Holders. All Holders of the Senior Discount Notes.

2.1.136 Senior Discount Parties. The Senior Discount Note Holders and the Senior Discount Trustee.

2.1.137 Senior Discount Trustee. Wilmington Trust Company, as successor trustee to U.S. Bank National Association, as successor in interest to The State Street Bank and Trust Company, in its capacity as indenture trustee under the Existing Senior Discount Note Indenture.

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2.1.138 Senior Discount Warrant Agreement. The agreement pursuant to which the Senior Discount Warrants will be issued which shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.139 Senior Discount Warrants. The warrants issuable to the Senior Discount Note Holders which shall have the material terms described in the term sheet attached as Exhibit ”4” to the Plan.

2.1.140 Tax. Any tax, charge, fee, levy, impound or other assessment by any federal, state, local or foreign taxing authority, including, without limitation, income, excise, property, sales, transfer, employment, payroll, franchise, profits, license, use, ad valorem, estimated, severance, stamp, occupation and withholding tax. “Tax” shall include any interest or additions attributable to, or imposed on or with respect to such assessments.

2.1.141 Tax Claim. Any Claim for any Tax to the extent that it is entitled to priority in payment under Section 507(a)(8) of the Bankruptcy Code.

2.1.142 Unclaimed Property. All Cash, DDi Corp. Securities, and New Preferred Stock deemed to be “Unclaimed Property” pursuant to Sections 9.6 and 9.7 of the Plan.

2.1.143 Unsecured Claim. A Claim against any Debtor that is not (a) a Secured Claim, (b) an Administrative Claim, (c) a Tax Claim or (d) a Priority Claim.

2.2 Rules of Construction. For purposes of this Plan, unless otherwise provided herein, (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, will include both the singular and the plural; (b) each pronoun stated in the masculine, feminine or neuter includes the masculine, feminine and neuter; (c) any reference in this Plan to an existing document or schedule filed or to be filed means such document or schedule, as it may have been or may be amended, modified or supplemented pursuant to this Plan; (d) any reference to an entity as a Holder of a Claim or Equity Interest includes that entity’s successors and assigns; (e) all references in this Plan to Sections, Articles and Exhibits are references to Sections, Articles and Exhibits of or to this Plan; (f) the words “herein,” hereunder” and “hereto” refer to this Plan in its entirety rather than to a particular portion of this Plan; and

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(g) unless otherwise provided in the Plan, any reference in this Plan to a contract, instrument, release, indenture, agreement, or other document being in a particular form or non particular terms and conditions means that such document shall be substantially and materially in such form or substantially and materially on such terms and conditions; (h) any reference in the Plan to a document, schedule, or exhibit to the Plan, Plan Documentary Supplement, or Disclosure Statement Filed or to be Filed means such document, schedule, or exhibit, as it may have been or may be amended, modified, or supplemented; and (i) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the extent such rules are not inconsistent with the express terms of the Plan or any other provision in this section 2.2.

2.3 Plan Documentary Supplement. Forms or summaries of certain documents referred to herein will be contained in a separate Plan Documentary Supplement, which the Debtors shall file with the Bankruptcy Court and may amend from time to time with the consent of the Co-Sponsors and the Required Lenders prior to the Effective Date. A copy of the Plan Documentary Supplement may be obtained from counsel for the Debtors, at the address set forth in section 16.5 of the Plan, upon written request.

2.4 Exhibits. All Exhibits to the Plan and all documents contained in the Plan Documentary Supplement are incorporated into and are a part of the Plan as if set forth in full herein.

III. JOINT PLAN; NO SUBSTANTIVE CONSOLIDATION

This Plan, although proposed jointly, constitutes a separate plan proposed by each of the Debtors. The Debtors’ respective Chapter 11 estates remain legally separate. Each Debtor is only assuming liability under the Plan for the claims properly chargeable to such Debtor and for no others. Accordingly, except as expressly provided herein, the classifications set forth below shall be deemed to apply separately with respect to each Plan proposed by each Debtor.

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IV. UNCLASSIFIED CLAIMS

As required by the Bankruptcy Code, the Plan places claims and interests into various Classes according to their right to priority. However, certain types of claims are not classified in any Classes under the Plan. These claims are deemed “unclassified” under the provisions of the Bankruptcy Code. They are not considered impaired and they do not vote on the Plan, because they are automatically entitled to specific treatment provided for them in the Bankruptcy Code. As such, the Debtors have not placed the following claims in a class. The treatment of these unclassified claims is as provided below.

4.1 Administrative Claims. Administrative Claims are generally claims for the expenses of administering the Debtors’ Cases that are allowed under Code section 507(a)(1). The Bankruptcy Code requires that all Administrative Claims be paid on the Effective Date of the Plan, unless a particular claimant agrees to a different treatment. The treatment of Administrative Claims is as described below.

4.1.1 Payment Generally. Except to the extent that the Holder of an Allowed Administrative Claim agrees to a different treatment, and subject to the bar dates for Administrative Claims set forth in the following Sections, the Distribution Agent shall pay each Allowed Administrative Clam in full, in Cash or such other treatment as may be accepted by such Holder, on the later of (i) the Effective Date, (ii) within ten (10) Business Days after the date of such Administrative Claim becomes an Allowed Administrative Claim, or (iii) the date such Allowed Administrative Claim becomes due according to its terms. Notwithstanding the foregoing, any Allowed Administrative Claim representing obligations incurred in the ordinary course of post-petition business by the Debtors in Possession shall be paid in full or performed by the Reorganized Debtors in the ordinary course of business, in accordance with the terms of the particular obligation.

4.1.2 Administrative Claims Bar Date.

(i) General Administrative Claims Bar Date. All applications for final compensation of Professionals for services rendered and for reimbursement of expenses incurred

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on or before the Effective Date and all requests for payment of Administrative Claims incurred before the Effective Date under sections 507(a)(1) or 507(b) of the Bankruptcy Code (except only for (i) post-petition, ordinary course trade obligations and routine post-petition payroll obligations incurred in the ordinary course of the Debtors’ post-petition business, for which no bar date shall apply, and (ii) post-petition tax obligations, for which the bar date described in the following Section shall apply) shall be filed with the Bankruptcy Court and served upon the Co-Sponsors no later than sixty (60) days after the Effective Date (the “General Administrative Claims Bar Date”), unless such date is extended by the Bankruptcy Court after notice to the Co-Sponsors. Any such request for payment of an Administrative Claim that is subject to the General Administrative Claims Bar Date and that is not filed and served on or before the General Administrative Claims Bar Date shall be forever barred; any party that seeks payment of Administrative Claims that (i) is required to file a request for payment of such Administrative Claims and (ii) does not file such a request by the deadline established herein shall be forever barred from asserting such Administrative Claims against the Debtors, the Reorganized Debtors, their estates, or any of their property.

(ii) Administrative Tax Claims Bar Date. All requests for payment of Administrative Claims by a governmental unit for Taxes (and for interest and/or penalties related to such Taxes) for any tax year or period, all or any portion of which occurs or falls within the period from and including the Petition Date through and including the Effective Date (“Tax Administrative Claims”) and for which no bar date has otherwise previously been established, must be filed and served on the Co-Sponsors on or before the later of (i) sixty (60) days following the Effective Date; and (ii) 180 days following the filing of the tax return for such taxes for such tax year or period with the applicable governmental unit. Any Holder of any Tax Administrative Claims that is required to file a request for payment of such taxes and does not file and properly serve such a request by the applicable bar date shall be forever barred from asserting any such Tax Administrative Claims against the Debtors, Reorganized Debtors, their estates, or their property. The total claims of this nature are estimated to be zero.

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4.2 Superpriority Administrative Expense Claim. Pursuant to the terms and conditions of the Funding Order, the Secured Lenders and the Administrative Agent were granted the Allowed Superpriority Administrative Expense Claim pursuant to sections 503(b) and 507(b) of the Bankruptcy Code and the terms of the Budget and Funding Agreement; provided, however, that the Secured Lenders have acknowledged that they will waive the Allowed Superpriority Administrative Expense Claim if the Restructuring Transaction (as defined in Exhibit “7”) is consummated on or before January 30, 2004.

4.3 Priority Tax Claims. Priority Tax Claims are certain unsecured income, employment and other taxes described by Code section 507(a)(8). The Bankruptcy Code requires that each Holder of such a section 507(a)(8) priority tax claim receive the present value of such claim in deferred cash payments over a period not exceeding six (6) years from the date of the assessment of such tax. At the election of the Debtors, the Holder of each Allowed Priority Tax Claim shall be entitled to receive, on account of such Claim, (i) equal cash payments on the last Business Day of each three-month period following the Effective Date, during a period not to exceed six years after the assessment of the Tax on which such Claim is based, totaling the principal amount of such Claim plus simple interest on any unpaid balance from the Effective Date, calculated at the interest rate available on ninety (90) day United States Treasuries on the Effective Date, (ii) such other treatment agreed to by the Holder of the Allowed Priority Tax Claim and the Debtors (or the Reorganized Debtors), provided such treatment is on more favorable terms to the Debtors (or the Reorganized Debtors after the Effective Date) than the treatment set forth in clause (i) hereof, or (iii) payment of the full Allowed Priority Tax Claim in Cash. The total Claims of this nature are estimated to be zero.

4.4 Indenture Trustee Fee Claim. Any Claims of the 5.25% Trustee, the 6.25% Trustee and the Senior Discount Trustee for payment of compensation for services rendered by it under the Indentures as of the Effective Date, together with the reimbursement of all reasonable expenses, disbursements and advances incurred in connection therewith, including reasonable

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compensation, expenses and disbursements of its agents and counsel, shall be paid directly by the Debtors on the Effective Date and shall not be deducted from any distributions to the Holders of (i) the Allowed Class 1 Claims, (ii) Allowed Class 5 Claims, (iii) Allowed Class 6a Claims or (iv) the Allowed Class 6b Claims; provided, however, that for purposes of reviewing the reasonableness of such fees and expenses of the 5.25% Trustee, the 6.25% Trustee and the Senior Discount Trustee (and their respective Professionals), the Debtors and their general bankruptcy counsel, the Secured Lenders’ counsel, the Ad Hoc Committees’ counsel, and the Office of the United States Trustee, will be provided with the copies of the invoices of each of the 5.25% Trustee, the 6.25% Trustee and the Senior Discount Trustee (and their respective Professionals) in the form typically rendered in the regular course of the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee’s business or the professionals’ representation of the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee, provided that such invoices will contain condensed narrative descriptions of the services rendered and itemization of expenses incurred. The reviewing parties will report to the Bankruptcy Court as to whether there are any unresolved disputes regarding the reasonableness of such fees and expenses. Any such unresolved disputes shall be submitted to the Bankruptcy Court for resolution. Nothing contained herein shall limit the ability of the Bankruptcy Court through the later of the Effective Date or the last date to submit Administrative Claims to review the reasonableness of the fees and expenses to be paid to the 5.25% Trustee, the 6.25% Trustee and the Senior Discount Trustee (and their respective Professionals). In addition, the Reorganized Debtors shall pay the actual, necessary and reasonable fees and expenses of the 5.25% Trustee, the 6.25% Trustee and the Senior Discount Trustee incurred after the Effective Date in connection with the distributions to be made pursuant to this Plan.

V. CLASSIFICATION OF CLAIMS AND INTERESTS

5.1 General Overview. As required by the Bankruptcy Code, the Plan places claims and interests into various Classes according to their right to priority and other relative rights. The Plan specifies whether each Class of claims or interests is impaired or unimpaired, and the

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Plan sets forth the treatment each Class will receive. The table below lists the Classes of Claims established under the Plan and states whether each particular Class is impaired or left unimpaired by the Plan. A Class is “unimpaired” if the Plan leaves unaltered the legal, equitable and contractual rights to which the Holders of claims or interests in the Class are entitled, with certain exceptions specified in the Bankruptcy Code.

Class	Claimants	Impaired or Unimpaired
Class 1	Allowed Class 1 Claims	Unimpaired
Class 2	Other Secured Claims	Unimpaired
Class 3	Other Priority Claims that fall within Code sections 507(a)(3), (4) and (6)	Unimpaired
Class 4	Allowed Unsecured Claims not classified in Classes 5, 6a or 6b	Unimpaired
Class 5	Allowed Class 5 Claims - Senior Discount Notes	Impaired
Class 6a	Allowed Class 6a Claims - 5.25% Convertible Subordinated Notes	Impaired
Class 6b	Allowed Class 6b Claims - 6.25% Convertible Subordinated Notes	Impaired
Class 7	Existing DDi Corp. Common Stock Equity Interests	Impaired

VI. PROVISIONS FOR THE TREATMENT OF CLAIMS AND INTERESTS

6.1 Class 1 - Allowed Class 1 Claims (Unimpaired). Class 1 consists of all Allowed Class 1 Claims against Debtor DDi Capital by virtue of DDi Capital’s guarantee of the Pre-Restructuring Loan Documents, which guarantee is secured by a perfected, first priority Lien on and pledge of the stock of Details (the “DDi Capital Guarantee and Pledge”). All Class 1 Claims are Allowed Class 1 Claims.

Class 1 is unimpaired and all legal, equitable and contractual rights, remedies, powers and privileges of Holders of Allowed Class 1 Claims shall be left unaltered, including, without limitation, the DDi Capital Guarantee and Pledge. Therefore, the Holders of Allowed Class 1 Claims are not entitled to vote to accept or reject the Plan and are deemed to have accepted the Plan.

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6.2 Class 2 - Other Secured Claims (Unimpaired). Class 2 consists of any other Allowed Secured Claims not otherwise classified (“Other Secured Claims”). Each Holder of an Allowed Class 2 Claim shall receive one of the following alternative treatments, at the election of the Reorganized Debtors:

(a) The legal, equitable and contractual rights of the Allowed Class 2 Claim shall be unaltered by the Plan; or

(b) Such Allowed Class 2 Claim will be otherwise treated in any other manner so that such Allowed Class 2 Claim shall otherwise be rendered unimpaired pursuant to section 1124 of the Bankruptcy Code.

Class 2 is unimpaired and the Holders of Allowed Class 2 Claims are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Allowed Class 2 Claims are not entitled to vote to accept or reject the Plan. As of the date hereof, the Debtors do not believe that there are any Allowed Other Secured Claims.

6.3 Class 3 - Other Priority Claims (Unimpaired). Class 3 consists of all Allowed Claims against the Debtors accorded priority and right of payment under section 507(a) of the Bankruptcy Code, other than a Priority Tax Claim or an Administrative Expense Claim (“Other Priority Claims”). The legal, equitable and contractual rights of the Holders of Class 3 Claims are unaltered by the Plan. Unless the Holder of such Allowed Class 3 Claim and the Debtors agree to a different treatment, each Holder of an Allowed Class 3 Claim shall receive one of the following alternative treatments, at the election of the Debtors:

(a) to the extent then due and owing on the Effective Date, such Allowed Class 3 Claim will be paid in full in Cash or such other treatment agreed to by the Holder of an Allowed Class 3 Claim by the Reorganized Debtors;

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(b) to the extent not due and owing on the Effective Date, such Allowed Class 3 Claim (i) will be paid in full in Cash or such other treatment agreed to by the Holder of an Allowed Class 3 Claim by the Reorganized Debtors on the Effective Date or (ii) will be paid in full in Cash or such other treatment agreed to by the Holder of an Allowed Class 3 Claim by the Reorganized Debtors when and as such Claim becomes due and owing in the ordinary course of business; or

(c) such Allowed Class 3 Claim will be otherwise treated in any other manner so that such Allowed Class 3 Claims shall otherwise be rendered unimpaired pursuant to section 1124 of the Bankruptcy Code.

Any default with respect to any Allowed Class 3 Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured by virtue of payments made upon the Effective Date. Class 3 is unimpaired and the Holders of Allowed Class 3 Claims are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Allowed Class 3 Claims are not entitled to vote to accept or reject the Plan. As of the date hereof, the Debtors do not believe that there are any Allowed Other Priority Claims.

6.4 Class 4 - Allowed Unsecured Claims Not Classified in Classes 5, 6a or 6b (Unimpaired). Class 4 consists of all Allowed Unsecured Claims which are not classified in Classes 5, 6a or 6b (other than the Indenture Trustee Fee Claims). Thirty (30) days after the Effective Date, each Holder of an Allowed Class 4 Claim shall receive, on account of and in full satisfaction of such Holder’s Allowed Class 4 Claim, Cash in full, including post-petition interest to the extent entitled to such interest under applicable non-bankruptcy law. As of the date hereof, the Debtors believe that there are no Allowed Class 4 Claims.

Class 4 is unimpaired and the Holders of Allowed Class 4 Claims are not entitled to vote to accept or reject the Plan.

6.5 Class 5 - Allowed Class 5 Claims - Senior Discount Notes (Impaired). Class 5 consists of Allowed Class 5 Claims under the Senior Discount Notes and the Existing Senior

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Discount Note Indenture. On or as soon as practicable after the Effective Date, on account of and in full and complete satisfaction of all Allowed Class 5 Claims asserted against any and all Debtors, each Holder of an Allowed Class 5 Claim shall receive a Pro Rata share of (i) participation in the New Senior Accreting Note Indenture and (ii) the Senior Discount Warrants.

Class 5 is impaired and the Holders of Allowed Class 5 Claims are entitled to vote to accept or reject the Plan.

6.6 Class 6a - Allowed Class 6a Claims - 5.25% Convertible Subordinated Notes (Impaired). Class 6a consists of Allowed Class 6a Claims. All Class 6a Claims are Allowed Class 6a Claims. On the Effective Date, on account of and in full and complete satisfaction of all Allowed Class 6a Claims asserted against any and all Debtors, each Holder of an Allowed Class 6a Claim shall receive, (i) a Pro Rata share of 43.24% of the outstanding shares of New Common Stock, subject to dilution for (A) all New Common Stock issuable under the Management Incentive Plan upon the exercise of the Management Options therein, and (B) all New Common Stock issuable upon the exercise of the New Warrants; and (ii) a Pro Rata share of (A) 45.45% of the outstanding shares of New Preferred Stock (only if the Modified Structure is not implemented) or (B) 50% of the outstanding shares of the New DDi Corp. Preferred Stock (only if the Modified Structure is implemented).

6.7 Class 6b - Allowed Class 6b Claims - 6.25% Convertible Subordinated Notes (Impaired). Class 6b consists of Allowed Class 6b Claims. All Class 6b Claims are Allowed Class 6b Claims. On the Effective Date, on account of and in full and complete satisfaction of all Allowed Class 6b Claims asserted against any and all Debtors, each Holder of an Allowed Class 6b Claim shall receive, (i) a Pro Rata share of 50.76% of the outstanding shares of New Common Stock subject to dilution for (A) all New Common Stock issuable under the Management Incentive Plan upon the exercise of the Management Options therein and (B) all New Common Stock issuable upon the exercise of the New Warrants; and (ii) a Pro Rata share

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of (A) 45.45% of the outstanding shares of New Preferred Stock (only if the Modified Structure is not implemented) or (B) 50% of the outstanding shares of the New DDi Corp. Preferred Stock (only if the Modified Structure is implemented).

6.8 Class 7 - Allowed Equity Interests - Existing DDi Corp. Common Stock (Impaired). Class 7 consists of the Allowed Equity Interests of all Holders of Existing DDi Corp. Common Stock. On or as soon as practicable after the Effective Date, on account of and in full and complete satisfaction of all Allowed Class 7 Equity Interests, each Holder of a Class 7 Equity Interest shall receive a Pro Rata share of 1.0% of the outstanding shares of New Common Stock on the Effective Date, subject to dilution for (i) all New Common Stock issuable under the Management Incentive Plan upon exercise of the Management Options therein and (ii) all New Common Stock issuable upon exercise of the New Warrants.

VII. ACCEPTANCE OR REJECTION OF THE PLAN

7.1 Introduction. PERSONS OR ENTITIES CONCERNED WITH CONFIRMATION OR THIS PLAN SHOULD CONSULT WITH THEIR OWN ATTORNEYS BECAUSE THE LAW ON CONFIRMING A PLAN OF REORGANIZATION IS VERY COMPLEX. The following discussion is intended solely for the purpose of alerting readers about basic confirmation issues, which they may wish to consider, as well as certain deadlines for filing claims. The Debtors and the Co-Sponsors CANNOT and DO NOT represent that the discussion contained below is a complete summary of the law on this topic.

Many requirements must be met before the Court can confirm a Plan. Some of the requirements include that the Plan must be proposed in good faith, acceptance of the Plan, whether the Plan pays creditors at least as much as creditors would receive in a Chapter 7 liquidation, and whether the Plan is feasible. The requirements described herein are not the only requirements for confirmation.

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7.2 Who May Object to Confirmation of the Plan. Certain Creditors and parties in interest may object to the confirmation of the Plan, but as explained below not everyone is entitled to vote to accept or reject the Plan.

7.3 Who May Vote to Accept/Reject the Plan. A Creditor or Equity Interest Holder has a right to vote for or against the Plan if that Creditor or Equity Interest Holder has a claim which is both (1) allowed or allowed for voting purposes and (2) classified in an impaired class.

7.3.1 What Is an Allowed Claim/Equity Interest. As noted above, a Creditor or Equity Interest Holder must first have an Allowed Claim or Allowed Equity Interest to vote. These terms are defined in sections 2.1.26 and 2.1.28 of this Plan.

7.3.2 What Is an Impaired Class. A class is impaired if the Plan alters the legal, equitable, or contractual rights of the claims or interests in that class, other than the right to accelerate the claim upon certain kinds of defaults. In this case, the Debtors believe that all classes are impaired except Classes 1, 2, 3 and 4.

7.3.3 Who is Not Entitled to Vote. The following four types of claims are not entitled to vote: (1) claims that have not been Allowed; (2) claims in unimpaired classes; (3) claims entitled to priority pursuant to Bankruptcy Code sections 507(a)(1), (a)(2), and (a)(8); and (4) claims in classes that do not receive or retain any value under the Plan. Claims in unimpaired classes are not entitled to vote because such classes are deemed to have accepted the Plan. Claims entitled to priority pursuant to Bankruptcy Code sections 507(a)(1), (a)(2), and (a)(7) are not entitled to vote because such claims are not placed in classes and they are required to receive certain treatment specified by the Bankruptcy Code. Claims in classes that do not receive or retain any property under the Plan do not vote because such classes are deemed to have rejected the Plan. The Debtors believe that all classes are entitled to vote except Classes 1, 2, 3 and 4. Classes 1, 2, 3 and 4 are unimpaired under the Plan and consequently are not entitled to vote, because they are conclusively deemed to have accepted the Plan.

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EVEN IF YOUR CLAIM IS OF THE TYPE DESCRIBED ABOVE, YOU MAY STILL HAVE A RIGHT TO OBJECT TO THE CONFIRMATION OF THE PLAN.

7.3.4 Who Can Vote in More Than One Class. A Creditor may hold Claims in more than one class, and may vote the Claims held in each Class.

7.3.5 Votes Necessary for a Class to Accept the Plan. A class of claims is deemed to have accepted the Plan when more than one-half (1/2) in number and at least two-thirds (2/3) in dollar amount of the claims that actually voted, vote to accept the Plan.

7.3.6 Treatment of Nonaccepting Classes. As noted above, even if there are impaired classes that do not accept the proposed Plan, the Court may nonetheless confirm the Plan if the nonaccepting classes are treated in the manner required by the Bankruptcy Code and at least once impaired class of claims accepts the Plan. The process by which a plan may be confirmed and become binding on non-accepting classes is commonly referred to as “cramdown.” The Bankruptcy Code allows the Plan to be “crammed down” on nonaccepting classes of claims or interests if it meets all statutory requirements except the voting requirements of 1129(a)(8) and if the Plan does not “discriminate unfairly” and is “fair and equitable” with respect to each impaired class that has not voted to accept the Plan, as set forth in 11 U.S.C. § 1129(b) and applicable case law.

7.3.7 Request for Confirmation Despite Nonacceptance by Impaired Class(es). The parties proposing this Plan will ask the Court to confirm this Plan by cramdown on any impaired class if such class does not vote to accept the Plan.

VIII. MEANS FOR IMPLEMENTING THE PLAN

8.1 Introduction. This section is intended to explain the means through which the Debtors intend to effectuate the recapitalization and reorganization provided for under the Plan, and it addresses how the Debtors intend to fund the obligations to Creditors undertaken in the Plan. It provides information regarding prospective corporate governance, funding sources for Plan obligations, the new equity interests being issued pursuant to the Plan, and other material issues bearing upon the performance of the Plan.

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8.2 The Reorganized Debtors. Each of the Debtors shall, as Reorganized Debtor, continue to exist after the Effective Date of the Plan as a separate legal entity, with all of the powers of a corporation under the laws of their respective states of incorporation, and without prejudice to any right to alter or terminate such existence (whether by merger, acquisition, or otherwise) under such applicable state law. Each Reorganized Debtor shall continue to have all corporate powers and rights accorded to the same under the laws of the jurisdiction of its incorporation.

8.3 Issuance of New Common Stock. On the Effective Date, Reorganized DDi Corp. shall issue the New Common Stock in accordance with the Plan, consistent with the Amended and Restated DDi Corp. Certificate of Incorporation and other Plan Documents, which shall be distributed as described herein. On the Effective Date, the New Common Stock shall be issued for distribution to the Holders of Allowed Class 6a Claims, Allowed Class 6b Claims, Class 7 Equity Interests and the management of Reorganized DDi Corp.. The New Common Stock issued to the Holders of Allowed Class 6a Claims and Allowed Class 6b Claims shall represent 94% of the New Common Stock outstanding on the Effective Date. The New Common Stock issued to the management of Reorganized DDi Corp. shall represent 5% of the New Common Stock outstanding on the Effective Date; however, one-half (1/2) of the New Common Stock issued to management shall be vested on the Effective Date and, subject to the Management Incentive Plan, one-half (1/2) of the New Common Stock issued to management shall vest twelve (12) months after the Effective Date. The New Common Stock issued to the Holders of Class 7 Equity Interests shall represent 1% of the New Common Stock outstanding on the Effective Date. All shares of New Common Stock issued pursuant to the Plan will be, upon such issuance, validly issued, and non-assessable and upon payment of any applicable warrant or option exercise price, fully paid.

8.4 Issuance of Secured Lender Warrants. On the Effective Date, Reorganized DDi Corp. shall issue the Secured Lender Warrants representing 10.0% of the New Common

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Stock of Reorganized DDi Corp. on a fully diluted basis on the Effective Date, in accordance with the Plan, consistent with the Secured Lender Warrant Agreement, the Restructuring Loan Documents and other Plan Documents, which shall be distributed to the Secured Lenders as described herein. The Secured Lender Warrant Agreement shall be substantially in the form attached as an Exhibit to the Plan Documentary Supplement. On the Effective Date, the Secured Lender Warrants shall be issued to the Secured Lenders ratably in accordance with their respective commitments and held in an escrow account until the twenty-four (24) month anniversary of the Effective Date (the “Second Anniversary Date”). The terms of the Secured Lender Warrants are more fully described in the term sheet attached as Exhibit ”5” to the Plan.

8.5 Issuance of Senior Discount Warrants. On the Effective Date, Reorganized DDi Corp. shall issue the Senior Discount Warrants representing 2.5% of the New Common Stock of Reorganized DDi Corp. on a fully diluted basis on the Effective Date, in accordance with the Plan, consistent with the Senior Discount Warrant Agreement, the Restructuring Loan Documents and other Plan Documents, which shall be distributed to the Senior Discount Note Holders as described herein. The Senior Discount Warrant Agreement shall be substantially in the form attached as an Exhibit to the Plan Documentary Supplement. On the Effective Date, the Senior Discount Warrants shall be issued ratably to the Senior Discount Note Holders and held in an escrow account until the Second Anniversary Date. The terms of the Senior Discount Warrants are more fully described in the term sheet attached as Exhibit ”4” to the Plan.

8.6 Issuance of Management Options Under Management Incentive Plan. On the Effective Date, Reorganized DDi Corp. shall grant the Management Options under the Management Incentive Plan, in accordance with the Plan, consistent with the Management Incentive Plan and other Plan Documents. The terms of the Management Incentive Plan are more fully described in the term sheet attached as Exhibit “1” to the Plan. The Management Incentive Plan shall be substantially in the form attached as an Exhibit to the Plan Documentary Supplement.

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8.7 Issuance of New Preferred Stock or New DDi Corp. Preferred Stock. On the Effective Date, DDi Europe shall issue the New Preferred Stock (only if the Modified Structure is not implemented) or Reorganized DDi Corp. shall issue the New DDi Corp. Preferred Stock (only if the Modified Structure is implemented) in accordance with the Plan, consistent with the Amended and Restated DDi Europe Articles of Association or the Amended and Restated DDi Corp. Certificate of Incorporation, as the case may be, and other Plan Documents, which shall be distributed as described herein. On the Effective Date, the New Preferred Stock or the New DDi Corp. Preferred Stock, as the case may be, shall be issued to the Holders of Class 6a and 6b Claims in accordance with sections 6.6 and 6.7 of the Plan. The Amended and Restated DDi Europe Articles of Association and the Amended and Restated DDi Corp. Certificate of Incorporation shall be substantially in the forms attached as Exhibits to the Plan Documentary Supplement. All shares of New Preferred Stock or New DDi Corp. Preferred Stock, as the case may be, issued pursuant to the Plan will be, upon such issuance, validly issued, and non-assessable and fully paid. The terms of the New Preferred Stock and the New DDi Corp. Preferred Stock are more fully described in the term sheet attached as Exhibit “3” to the Plan.

8.8 Amended and Restated Articles or Certificate of Incorporation or Charter and Bylaws. As of the Effective Date, the Certificate of Incorporation of Reorganized DDi Corp. shall be the Amended and Restated DDi Corp. Certificate of Incorporation, substantially in the form attached as an Exhibit to the Plan Documentary Supplement. The Amended and Restated DDi Corp. Certificate of Incorporation will, among other provisions, prohibit the issuance of non-voting equity securities to the extent required by section 1123(a)(6) of the Bankruptcy Code. As of the Effective Date, the Bylaws of Reorganized DDi Corp. shall be the Amended and Restated DDi Corp. Bylaws substantially in the form attached as an Exhibit to the Plan Documentary Supplement. As of the Effective Date, the Articles of Association of DDi Europe shall be the Amended and Restated DDi Europe Articles of Association, substantially in the form attached as an Exhibit to the Plan Documentary Supplement. The Amended and Restated DDi Corp. Certificate of Incorporation, Amended and Restated DDi Corp. Bylaws and

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the Amended and Restated DDi Europe Articles of Association shall be deemed effective as of the Effective Date by virtue of the Confirmation Order, without the need for any corporate, director or stockholder action.

8.9 Treatment of the Senior Debt Parties Under the Pre-Restructuring Loan Documents. On the Effective Date, the aggregate outstanding principal amount of indebtedness and the face amount of letters of credit under the Pre-Restructuring Loan Documents in the amount of $72,892,916.17 and any fees and interest accrued and unpaid thereon shall be restructured, exchanged and repaid pursuant to the terms of the Restructuring Loan Documents and all the rights of the Senior Debt Parties under the Pre-Restructuring Loan Documents shall be modified, exchanged and restated as provided in the Restructuring Loan Documents. On the Effective Date, DDi Corp. shall execute and deliver (i) the New DDi Corp. Guarantee and Pledge Agreement and deliver one hundred percent (100%) of the common stock of DDi Intermediate to the Administrative Agent as Collateral pursuant thereto, (ii) the Secured Lender Warrant Agreement and shall issue the Secured Lender Warrants to the Secured Lenders pursuant thereto, (iii) the New Common Stock Registration Rights Agreement and (iv) the Secured Lender Warrant Escrow Agreement. On the Effective Date, DDi Intermediate shall pledge one hundred percent (100%) of the common stock of DDi Capital to the Administrative Agent as Collateral. The New DDi Corp. Guarantee and Pledge Agreement and the Secured Lender Warrant Agreement shall be in the form attached as an Exhibit to the Plan Documentary Supplement. The terms of the Secured Lender Warrants are more fully described in the term sheet attached as Exhibit “5” to the Plan.

8.10 Treatment of the Senior Discount Note Holders. On the Effective Date, the aggregate outstanding principal amount of the Senior Discount Notes and the fees and interest accrued and unpaid thereon shall be restructured and repaid pursuant to the New Senior Accreting Note Indenture and all the rights of the Senior Accreting Note Holders under the Existing Senior Discount Note Indenture shall be extinguished. The New Senior Accreting Note

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Indenture shall be substantially in the form attached to the Plan Documentary Supplement as an Exhibit. In addition, the Senior Discount Warrants shall be issued ratably to the Senior Discount Note Holders and held in an escrow account until the Second Anniversary Date. The terms of the Senior Discount Warrants are more fully described in the term sheet attached as Exhibit “4” to the Plan.

8.11 Funding of the Plan. All Cash necessary for the Debtors to pay their obligations under the Plan shall be obtained by the Debtors from their North American subsidiaries; provided, however, that: (a) this section 8.11 shall not create or vest in any creditor, claimant or Holder any Claim against such subsidiaries; (b) the Debtors shall have the exclusive right to collect the Cash from their subsidiaries; (c) this section 8.11 shall not create, or be interpreted or construed to create, any liability of any such subsidiaries to any Person other than the Debtors; and (d) the Debtors’ rights under this section 8.11 shall not be enforceable to the extent that they would cause a breach of the Restructuring Loan Documents or the Budget and Funding Agreement. Nothing in this section 8.11 shall impair any rights or Claims of any entity against the Debtors, nor modify the obligations of the Debtors under the Bankruptcy Code, including section 1129(a)(9) of the Bankruptcy Code, or the Plan.

8.12 Management/Board of Directors. On the Effective Date, the operation of the Reorganized Debtors shall become the general responsibility of the Reorganized Debtors’ newly constituted Board of Directors (each a “Board” and collectively, the “Boards”), who shall thereafter have the responsibility for the management and control of the Reorganized Debtors. Immediately following the Effective Date, the New Board of Reorganized DDi Corp. shall consist of seven members, comprised as follows: (a) Bruce McMaster, (b) David Blair, (c) two Convertible Subordinated Note Holder designees (designated by the Ad Hoc Convertible Note Holder Committee prior to distribution of the Plan) which designees will be included in the Plan as sent to the Convertible Subordinated Note Holders for approval and (d) three Convertible Subordinated Note Holder designees (selected by the Ad Hoc Convertible Note Holder

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Committee prior to distribution of the Plan) which designees will be included in the Plan as sent to the Convertible Subordinated Note Holders for approval (designees will be selected from list to be developed in conjunction with Reorganized DDi Corp., the Ad Hoc Convertible Note Holder Committee and their respective advisors). Prior to or immediately following the Effective Date of the Plan, Reorganized DDi Corp. shall use commercially reasonable efforts to provide to the Ad Hoc Convertible Note Holder Committee the names of at least three directors who meet the “independence” standards of the Securities and Exchange Commission and the Nasdaq National Market (whether or not Reorganized DDi Corp. or any of the securities of Reorganized DDi Corp. are subject to such standards). After the Effective Date of the Plan, and not less than annually thereafter, prior to any election by the stockholders or appointments by the Board (only if there are not remaining at the time of any such appointment by the Board, two members of the Board who have been previously recommended as nominees by the Preferred Stock Representatives (as defined below)), two Holders of the New Preferred Stock or New DDi Corp. Preferred Stock (if the Modified Structure is implemented) (who in either case initially will be Providence Capital, LLC and Tablerock Fund Management, LLC (the “Preferred Stock Representatives”), together, shall make reasonable recommendations in good faith (the “Designation Right”) to the Board (or more frequently in the event any such Holder transfers any of its shares of New Preferred Stock or New DDi Corp. Preferred Stock, as the case may be, along with its Designation Right to an unaffiliated third party) with respect to two nominees, who shall be qualified and otherwise appropriate candidates for the Board in the event of an election by the stockholders and a number of nominees necessary to result in there being two acting members of the Board who have been recommended by such Preferred Stock Representatives in the event of an appointment by the Board. Such recommendation may be made by delivering notice thereof to Reorganized DDi Corp. within sixty (60) days after the written request by the Board of names for consideration (or more frequently in the event such Holder of New Preferred Stock or New DDi Corp. Preferred Stock, as the case may be, and any transferee thereof each certify that such Holder of New Preferred Stock or New DDi Corp.

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Preferred Stock, as the case may be, has transferred its shares of New Preferred Stock or New DDi Corp. Preferred Stock, as the case may be, to such transferee). The Board shall submit a written request for names for consideration once a year (or more frequently in the event such Holder of New Preferred Stock or New DDi Corp. Preferred Stock, as the case may be, and any transferee thereof each certify that such Holder of New Preferred Stock or New DDi Corp. Preferred Stock, as the case may be, has transferred its shares of New Preferred Stock or New DDi Corp. Preferred Stock, as the case may be, to such transferee). If at any time while the New Preferred Stock or New DDi Corp. Preferred Stock, as the case may be, remains outstanding, those nominees recommended by such Holders of the New Preferred Stock or New DDi Corp. Preferred Stock, as the case may be, are not appointed by the Board to the Board (if the appointments are determined by the Board) or nominated by the Board or management of Reorganized DDi Corp. for election by the stockholders of Reorganized DDi Corp. to the Board, then as a remedy to the Holders of the New Preferred Stock or the New DDi Corp. Preferred Stock, as the case may be, for breach of the Designation Right, the New Preferred Stock or the New DDi Corp. Preferred Stock, as the case may be, shall bear a dividend rate equal to 17% per annum effective retroactively to the date of issuance (until such time as two nominees recommended to the Board pursuant to the foregoing procedures are appointed or nominated, whereupon the dividend rate shall be decreased to 15% per annum commencing on the date of such complying appointments or nominations.) Notwithstanding the foregoing, if (i) any member of the Board who holds New Preferred Stock or New DDi Corp. Preferred Stock, as the case may be (or who is a stockholder, director, member, partner, employee or otherwise an affiliate of a person or entity who holds New Preferred Stock or New DDi Corp. Preferred Stock, as the case may be) (each, a “Preferred Stock Board Member”) votes against an appointment or nominee to the Board recommended by such holders of the New Preferred Stock or New DDi Corp. Preferred Stock, as the case may be (the “Recommended Board Member”) in accordance with the foregoing provisions, (ii) such Recommended Board Member is not appointed or nominated to the Board because one or more Preferred Stock Board Members votes against such

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Recommended Board Member and (iii) such Recommended Board Member would have been appointed or nominated to the Board had such Preferred Stock Board Member voted for such Recommended Board Member, then there shall be no increase in the dividend rate pursuant to the provisions of this section.”

8.13 Corporate Actions. On the Effective Date, all actions contemplated by the Plan shall be deemed authorized and approved in all respects (subject to the provisions of the Plan) by virtue of the entry of the Confirmation Order, in accordance with the Bankruptcy Code and applicable State law (including but not limited to section 303 of the Delaware General Corporations Law, to the extent applicable, and any analogous provision of the business corporation law or code of each other State in which any Reorganized Debtor is incorporated or organized) and without any requirement of further action by the stockholders, officers or directors of the Debtors or the Reorganized Debtors or DDi Europe, including, without limitation, the following: (a) the adoption and the filing with the Secretary of State of the State of Delaware of the Amended and Restated DDi Corp. Certificate of Incorporation; (b) the adoption of the Amended and Restated DDi Corp. Bylaws; (c) the adoption and filing with Companies House of the Amended and Restated DDi Europe Articles of Association (only if the Modified Structure is not implemented); (d) the issuance by DDi Europe of the New Preferred Stock (only if the Modified Structure is not implemented), (e) the issuance by Reorganized DDi Corp. of the New Common Stock, the New DDi Corp. Preferred Stock (only if the Modified Structure is implemented), the New Warrants and the Management Options contemplated under the Management Incentive Plan; (f) the execution and the delivery of, and the performance under, each of the Plan Documents, the Restructuring Loan Documents and all documents and agreements contemplated by or relating to any of the foregoing; and (g) the removal of all members of the respective Boards of Directors of the Debtors and the election of all members of the Boards of Directors of the Reorganized Debtors designated pursuant to the Plan. All matters provided for under the Plan involving the corporate structure of the Debtors or Reorganized Debtors and any corporate action required by the Debtors or Reorganized Debtors in connection

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with the Plan shall be deemed to have occurred and shall be in effect pursuant to the Bankruptcy Code, without any requirement of further action by the shareholders, officers or directors of the Debtors or Reorganized Debtors. On the Effective Date, the appropriate officers of the Reorganized Debtors are authorized and directed to execute and to deliver the Plan Documents, the Restructuring Loan Documents and any other agreements, documents and instruments contemplated by the Plan, the Plan Documents or the Restructuring Loan Documents in the name and on behalf of the Reorganized Debtors.

8.14 Revesting of Assets. Except as otherwise specifically provided in the Plan, on the Effective Date, all property of the Estates of the Debtors (including all rights of action held by such Estates, but excluding property that has been abandoned pursuant to an order of the Bankruptcy Court) shall revest in each of the Debtors whose Estates owned such property or interest in property immediately prior to the Effective Date, free and clear of all Claims, Liens, charges, encumbrances, rights and Equity Interests of Creditors and equity security holders. As of the Effective Date, the Reorganized Debtors may operate their businesses and use, acquire, and dispose of property and settle and compromise Claims or Equity Interests without the supervision of, or any authorization from, the Bankruptcy Court or the United States Trustee, and free of any restriction of the Bankruptcy Code or Bankruptcy rules, other than those restrictions specifically provided for in the Plan or the Confirmation Order. As of the Effective Date, all property of the Reorganized Debtors shall be free and clear of all Claims, Liens, encumbrances, and other interests of creditors and Holders of Equity Interests, except as otherwise expressly provided herein.

8.15 Cancellation of Existing Securities and Agreements. On the Effective Date, except as otherwise specifically provided for in the Plan (including, without limitation, the DDi Capital Guarantee and Pledge) and except for the Debtors’ obligation to pay, reimburse and indemnify the 5.25% Trustee, the 6.25% Trustee, the Senior Discount Trustee and the rights of the 5.25% Trustee, the 6.25% Trustee, the Senior Discount Trustee to payment thereof (including

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any priority or lien rights); provided that the Indentures shall continue in effect for the purposes of allowing the 5.25% Trustee, the 6.25% Trustee, the Senior Discount Trustee, agent or servicer to make the distributions to be made on account of such Allowed Claims in connection with the Indentures under the Plan, (a) all existing Equity Interests and any note, bond, indenture, or other instrument or document evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors, including, without limitation, the Existing DDi Corp. Common Stock, any existing warrants or vested or unvested options to purchase Equity Interests in DDi Corp., the Convertible Subordinated Note Indentures, the Convertible Subordinated Notes, the Existing Senior Discount Note Indenture and the Senior Discount Notes will be cancelled, (b) the Pre-Restructuring Loan Documents will be modified, exchanged and restated as provided in the Restructuring Loan Documents and (c) the obligations of, Claims against, and/or Equity Interests in the Debtors under, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing existing Equity Interests and any note, bond, indenture, or other instrument or document evidencing or creating any indebtedness or obligation of the Debtors, as the case may be, including, without limitation, the Existing DDi Corp. Common Stock, the Convertible Subordinated Note Indentures, and the Convertible Subordinated Notes, the Senior Discount Note Indenture and the Senior Discount Notes will be released and discharged.

8.16 Preservation of Rights of Action; Settlement of Litigation Claims. Except as otherwise provided herein or the Confirmation Order, or in any contract, instrument, release, indenture or other agreement entered into in connection with this Plan, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce, sue on, settle, or compromise (or decline to do any of the foregoing) all claims, rights or causes of action, suits, and proceedings, whether in law or in equity, whether known or unknown, that the Debtors or their Estates may hold against any Person or entity without the approval of the Bankruptcy Court. The Reorganized Debtors or their successor(s) may pursue such retained claims, rights or causes of action, suits, or proceedings as appropriate, in accordance with the best interests of the Reorganized Debtors or their successor(s) who hold such rights.

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IX. DISTRIBUTIONS

9.1 Distribution Agent. The Distribution Agent shall make all distributions required hereunder, except with respect to (1) a Holder of a Claim whose distribution is governed by the Indentures, which distributions shall be deposited by the Distribution Agent with the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee, as the case may be, who shall respectively deliver such distributions to the Holders of Claims in accordance with the provisions hereof and the terms of the Indentures and (2) a distribution governed by the Secured Lender Warrant Agreement, which distributions shall be deposited by the Distribution Agent with the Administrative Agent, who shall deliver such distribution to the Secured Lenders in accordance with the terms hereof and the terms of the Secured Lender Warrant Agreement. The Distribution Agent may employ one or more sub agents on such terms and conditions as it may agree in its discretion, upon consultation with the Required Lenders. The Distribution Agent shall not be required to provide any bond in connection with the making of any distributions pursuant to the Plan.

9.2 Distributions.

9.2.1 Dates of Distributions. Any distribution required to be made on the Effective Date shall be deemed timely if made as soon as practicable after such date and, in any event, within thirty (30) days after such date, except that the distributions required to be made on the Effective Date to the (a) Senior Discount Trustee for distribution to the Senior Discount Note Holders for Allowed Class 5 Claims, (b) 5.25% Trustee and the 6.25% Trustee for distribution to the Convertible Subordinated Note Holders for Allowed Class 6a Claims and Allowed Class 6b Claims, and (c) Administrative Agent for distribution to the Secured Lenders, shall be made on the Effective Date. Any distribution required to be made upon a Disputed Claim becoming an Allowed Claim and no longer being a Disputed Claim shall be deemed timely if made as soon as practicable thereafter.

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9.2.2 Limitation on Liability. Neither the Debtors, the Reorganized Debtors, the Ad Hoc Committees, the 5.25% Trustee, the 6.25% Trustee, the Senior Discount Trustee, the Administrative Agent and the Collateral Agent, their respective Affiliates, nor any of their respective employees, members, officers, directors, agents, or professionals or Affiliates shall be liable for (i) any acts or omissions (except for gross negligence or willful misconduct) in connection with implementing the distribution provisions of this Plan and the making or withholding of distributions pursuant to the Plan, or (ii) any change in the value of distributions made pursuant to the Plan resulting from any delays in making such distributions in accordance with the Plan’s terms (including but not limited to any delays caused by the resolution of Disputed Claims).

9.3 Old Instruments and Securities.

9.3.1 Surrender and Cancellation of Instruments and Securities. As a condition to receiving any distribution pursuant, to the Plan, each Person holding any note or other instrument or security (other than the Convertible Subordinated Notes, Senior Discount Notes and the DDi Capital Guarantee and Pledge) (collectively “Instruments or Securities” and individually an “Instrument or Security”) evidencing an existing Claim against or in a Debtor must surrender such Instrument or Security to the Distribution Agent.

9.3.2 Rights of Persons Holding Instruments and Securities. As of the Effective Date, and whether or not surrendered by the Holder thereof, (a) all Existing DDi Corp. Common Stock, Convertible Subordinated Notes, Senior Discount Notes and all other Instruments and Securities evidencing any Claims or Equity Interests (other than the DDi Capital Guarantee and Pledge) shall be deemed automatically cancelled and deemed void and of no further force or effect, without any further action on the part of any person, and any Claims or Equity Interests under or evidenced by such Existing DDi Corp. Common Stock, Convertible Subordinated Notes, Senior Discount Notes or other Instruments or Securities (other than the DDi Capital Guarantee and Pledge) shall be deemed discharged. All options to purchase any stock of DDi Corp. shall be deemed rejected, cancelled and terminated as of the Petition Date.

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9.3.3 Cancellation of Liens. Except as otherwise provided in the Plan, any Lien securing any Secured Claim shall be deemed released and discharged, and the Person holding such Secured Claim shall be authorized and directed to release any collateral or other property of the Debtors (including, without limitation, any cash collateral) held by such Person and to take such actions as may be requested by the Reorganized Debtors to evidence the release of such Lien, including, without limitation, the execution, delivery and Filing or recording of such releases as may be requested by Reorganized Debtors at the sole expense of Reorganized Debtors. This subsection 9.3.3 shall not apply to any Lien securing any of the Pre-Restructuring Bank Indebtedness.

9.4 De Minimis Distributions and Fractional Shares. No Cash payment shall be made by the Reorganized Debtors to any Holder of Allowed Claims (other than Administrative Claims) unless a request therefore is made in writing to the Reorganized Debtors. No fractional shares of New Common Stock and New Preferred Stock (or New DDi Corp. Preferred Stock if the Modified Structure is implemented) shall be distributed; any entity that otherwise would be entitled to receive a fractional share distribution under this Plan shall instead receive an amount of shares rounded down to the next whole number. Any securities or other property that is not distributed as a consequence of this section shall, after the last distribution on account of Allowed Claims in the applicable Class be treated as “Unclaimed Property” under the Plan. This section 9.4 shall not apply to any of the Secured Lenders.

9.5 Delivery of Distributions. Except as provided in Section 9.7 with respect to Unclaimed Property, distributions to Holders of Allowed Claims, Allowed Administrative Claims, Allowed Class 5 Claims, Allowed Class 6a Claims and Allowed Class 6b Claims shall be distributed by mail as follows: (1) with respect to each Holder of an Allowed Claim that has filed a proof of

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claim, at the address for such Holder as maintained by the official claims agent for the Debtors; (2) with respect to each Holder of an Allowed Claim that has not filed a proof of claim, at the address reflected on the Schedules filed by the Debtors, provided, however, that if the Debtors or the Reorganized Debtors have received a written notice of a change of address for such Holder, the address set forth in such notice shall be used; (3) with respect to each Holder of an Allowed Administrative Claim, at such address as the Holder may specify in writing; (4) with respect to each Holder of an Allowed Class 6a Claim or Allowed Class 6b Claim, to the 5.25% Trustee or the 6.25% Trustee, as the case may be; (5) with respect to each Holder of an Allowed Claim under the Senior Discount Notes and the Existing Senior Discount Note Indenture, to the Senior Discount Trustee; or (6) with respect to each Holder of an Allowed Class 1 Claim, to the Administrative Agent.

9.6 Undeliverable Distributions. If the distribution of Cash, New Preferred Stock or New DDi Corp. Securities (other than the Secured Lender Warrants) to the Holder of any Allowed Claim, Allowed Administrative Claim, Allowed Class 5 Claims, Allowed Class 6a Claims, or Allowed Class 6b Claims, is returned to the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee as undeliverable (any such distribution being hereinafter referred to as “Unclaimed Property”), no further distribution shall be made to such Holder unless and until the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee is notified in writing of such Holder’s then current address. Subject to the remainder of this section and following section 9.7, Unclaimed Property shall remain in the possession of the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee pursuant to this Section, and shall be set aside and (in the case of Cash) held in a segregated interest bearing account (as to Cash Unclaimed Property) to be maintained by the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee, as the case may be, until such time as the subject distribution becomes deliverable. Nothing contained in the Plan shall require the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee, the Senior Discount Trustee, or any other Person to attempt to locate such Person. This section 9.6 shall not apply to any of the Secured Lenders.

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9.7 Disposition of Unclaimed Property. If the Person entitled thereto notifies the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee, as the case may be, of such Person’s claim to the distribution of Unclaimed Property within nine (9) months following the Effective Date, the Unclaimed Property distributable to such Person, together with any interest or dividends earned thereon, shall be paid or distributed to such Person. Any Holder of an Allowed Claim, Allowed Administrative Claim, Allowed Class 5 Claim, Allowed Class 6a Claim or Allowed Class 6b Claim that does not assert a claim in writing for Unclaimed Property held by the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee, as the case may be, within nine (9) months after the Effective Date shall no longer have any claim to or interest in such Unclaimed Property, and shall be forever barred from receiving any distributions under this Plan or otherwise from the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee, as the case may be. In such cases, any Unclaimed Property held for distribution on account of such Allowed Claims, Administrative Claims, Allowed Class 5 Claims, Allowed Class 6a Claims and Allowed Class 6b Claims shall be retained by the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee, as the case may be, as follows: pursuant to Bankruptcy Code section 347(b), (a) any undistributed Cash shall be the property of the Distribution Agent; provided, however, that any undistributed Cash whose distribution is governed by the Existing Senior Discount Note Indenture shall be returned by the Senior Discount Trustee to the Distribution Agent and distributed by the Distribution Agent to DDi Capital, (b) any undistributed New DDi Corp. Securities (other than the Secured Lender Warrants) shall be the property of the Distribution Agent; provided, however that any undistributed New Common Stock and New Preferred Stock (or New DDi Corp. Preferred Stock if the Modified Structure is implemented) which was distributed for the benefit of the Convertible Subordinated Note Holders shall be retained by or transferred to the 5.25% Trustee or the 6.25% Trustee, as the case may be, and distributed Pro Rata to Holders of Allowed Class 6a Claims and Allowed Class 6b Claims that have claimed their initial distributions, in each case,

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free from any restrictions thereon, and such undistributed Cash or securities shall not be subject to the unclaimed property or escheat laws of any State or other governmental unit. This section 9.7 shall not apply to any of the Secured Lenders.

9.8 Effect of Distribution Record Date. As of the close of business on the Distribution Record Date, the transfer register for any instrument, security, or other documentation canceled pursuant to the Plan (including, but not limited to, the Existing DDi Corp. Common Stock, any existing warrants or vested or unvested options to purchase Equity Interests in DDi Corp., the Convertible Subordinated Note Indentures, the Convertible Subordinated Notes, the Existing Senior Discount Indenture and the Senior Discount Notes) shall be closed and there shall be no further changes in the record Holders of any such instrument, security, or documentation. The Reorganized Debtors shall have no obligation to recognize the transfer of any such instrument, security, or other documentation occurring after the Distribution Record Date, and shall be entitled for all purposes herein to recognize and deal only with those Holders of record as of the close of business on the Distribution Record Date.

9.9 Setoffs. Except as otherwise provided herein, the Reorganized Debtors may, pursuant to sections 502(d) or 553 of the Bankruptcy Code or applicable non-bankruptcy law, offset against any Allowed Claim (other than an Allowed Class 1 Claim, Allowed Class 5 Claim, Allowed Class 6a Claim, Allowed Class 6b Claim), and the distributions to be made pursuant to the Plan on account of such Claim (before any distribution is made on account of such Claim), the Claims, rights, and Causes of Action of any nature that the Debtors or Reorganized Debtors may hold against the Holder of such Allowed Claim; provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such Claims, rights, and causes of Action that the Debtors or the Reorganized Debtors may possess against such Holder.

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X. OBJECTIONS TO CLAIMS AND DISPUTED CLAIMS

10.1 Objections to Claims. The Reorganized Debtors shall have the sole and exclusive right to file and prosecute objections to Claims. Unless another date is established by order of the Bankruptcy Court or the Plan, any objection to a Claim shall be Filed with the Bankruptcy Court and served on the Person holding such Claim on or before the applicable Claims Objection Deadline. The Reorganized Debtors shall have the right to petition the Bankruptcy Court, without notice or a hearing, for an extension of the Claims Objection Deadline.

10.2 Treatment of Disputed Claims.

10.2.1 No Distribution Pending Allowance. If any portion of a Claim is a Disputed Claim, no payment or distribution provided for under the Plan shall be made on account of such Claim unless and until such Claim becomes an Allowed Claim and is no longer a Disputed Claim; provided, however, that this section does not apply to any distributions made on account of the Allowed Class 6a Claims or Allowed Class 6b Claims.

10.2.2 Distribution After Allowance. As soon as practicable following the date on which a Disputed Claim becomes an Allowed Claim and is no longer a Disputed Claim, the Distribution Agent shall distribute to the Person holding such Claim any Cash or New Common Stock that would have been distributable to such Person if on the Effective Date such Claim had been an Allowed Claim and not a Disputed Claim.

XI. EFFECT OF CONFIRMATION OF PLAN

11.1 Discharge. Except as otherwise specifically provided in the Plan or in the Confirmation Order, pursuant to section 1141(d) of the Bankruptcy Code, the distributions and rights that are provided in the Plan shall be in complete satisfaction, discharge and release, effective as of the Effective Date, of all Claims, whether known or unknown, against liabilities of, Liens on, obligations of, rights against and Equity Interests in the Debtors, or any of their assets or properties, regardless of whether any property shall have been distributed or retained

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pursuant to the Plan on account of such Claims, rights and Equity Interest, including but not limited to, Claims and Equity Interests that arose before the Confirmation Date, including all debts of the kind specified in section 502(g), 502(h) and 502(i) of the Bankruptcy Code, in each case whether or not (a) a proof of claim or interest based upon such Claim, debt or Equity Interest is filed or deemed filed under section 501 of the Bankruptcy Code, (b) a Claim of Equity Interest based upon such Claim, debt, right or Equity Interest is allowed under section 502 of the Bankruptcy Code, or (c) the Holder of such a Claim, right, or Equity Interest accepted the Plan. The Confirmation Order shall constitute a determination of the discharge of all of the Claims against and Equity Interest in the Debtors, subject to the occurrence of the Effective Date.

11.2 Injunction. Except as otherwise expressly provided in the Plan, the documents executed pursuant to the Plan, or the Confirmation Order, on and after the Effective Date, all Persons and Entities who have held, currently hold, or may hold a debt, Claim, or Equity Interest discharged pursuant to the terms of the Plan (including but not limited to States and other governmental units, and any State official, employee, or other entity acting in an individual or official capacity on behalf of any State or other governmental units) shall be deemed permanently enjoined from taking any of the following actions on account of any such discharged debt, Claim, or Equity Interest: (1) commencing or containing in any manner any action or other proceeding against the Debtors, the Reorganized Debtors, their successors, or their property; (2) enforcing, attaching, executing, collecting, or recovering in any manner any judgment, award, decree, or order against the Debtors, the Reorganized Debtors, their successors, or their property; (3) creating, perfecting, or enforcing any Lien or encumbrance against the Debtors, the Reorganized Debtors, their successors, or their property; (4) asserting any set off, right of subrogation, or recoupment of any kind against any obligation due the Debtors, the Reorganized Debtors, their successors, or their property; and (5) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of this Plan. Any person or entity injured by any willful violation of such injunction shall recover actual damages, including costs and attorneys’ fees, and , in appropriate circumstances, may recover punitive damages from the willful violator.

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XII. LIMITATION OF LIABILITY AND RELEASES

12.1 No Liability for Solicitation or Participation. As specified in section 1125(e) of the Bankruptcy Code, entities that solicit acceptances or rejections of the Plan and/or that participate in the offer, issuance, sale, or purchase of the New DDi Corp. Securities and the New Preferred Stock offered or sold under the Plan, in good faith and in compliance with the applicable provisions of the Bankruptcy Code, shall not be liable, on account of such solicitation or participation, for violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or the offer, issuance, sale, or purchase of securities.

12.2 Good Faith Finding. Confirmation of the Plan shall constitute a finding that (a) the Plan has been proposed in good faith and in compliance with all applicable provisions of the Bankruptcy Code and (b) the solicitation of acceptances of rejections of the Plan by all Persons (except as set forth below) and the offer, issuance, sale, or purchase of a security offered or sold under the Plan has been in good faith and in compliance with all applicable provisions of the Bankruptcy Code.

12.3 Exculpation/Limitation of Liability. Except as otherwise specifically provided in this Plan, the Debtors, their non-debtor Affiliates, and each of their respective members, officers, directors, employees, advisors, accountants, attorneys, and other agents acting in such capacity, shall neither have nor incur any liability to any Holder of any Claim or Equity Interest or any other Person for any act or omission thereof taken in connection with, related to, or arising out of, the negotiations, formulation, preparation, dissemination, implementation, administration, consummation and pursuit of Confirmation of the Plan, the Disclosure Statement, the Chapter 11 Cases, or any contract, instrument, release or other agreement or document created or entered into in connection with the Plan, including the RSA, PSA, and SDNPSA or the offer, issuance, sale or purchase of New DDi Corp. Securities and the New Preferred Stock

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under the Plan, or any other act taken or omitted to be taken in connection with or in contemplation of the restructuring of the Pre-Restructuring Bank Indebtedness, the Convertible Subordinated Notes, or the Senior Discount Notes; provided however, that the provisions of this section of the Plan shall (i) have no effect on the liability of any of the Debtors, their non-debtor Affiliates, and each of their respective members, officers, directors, employees, advisors, accountants, attorneys, and other agents acting in such capacity, that results from any such act or omission that is determined in a Final Order to have been the direct result of fraud, gross negligence, breach of fiduciary duty, or willful misconduct; or (ii) limit the liability of the advisors, accounts, attorneys and other agents acting in such capacity to their respective clients pursuant to DR 6-102 of the Code of Professional Responsibility. The Debtors, their non-debtor Affiliates, and each of their respective members, officers, directors, employees, advisors, accountants, attorneys, and other agents acting in such capacity, shall be entitled to rely, in every respect, upon the advice of counsel with respect to their duties and responsibilities under or with respect to the Plan.

12.4 Debtors’ Releases and Injunction.

12.4.1 Release. On the Confirmation Date (but subject to the occurrence of the Effective Date), each of the Debtors, their respective non-debtor affiliates and subsidiaries and each of the officers, directors and advisors of the Debtors and their non-debtor affiliates and subsidiaries, shall conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge the Released Parties from any and all of the Released Claims and any and all Claims and Causes of Action arising from or related in any way to the Released Claims.

12.4.2 Injunction. On the Confirmation Date (but subject to the occurrence of the Effective Date), each of the Debtors, their respective non-debtor affiliates and subsidiaries and each of the officers, directors and advisors of the Debtors and their non-debtor affiliates and subsidiaries, shall conclusively, absolutely, unconditionally, irrevocably and forever be permanently enjoined from:

(i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind in respect of a Released Claim against any and all Released Parties or their respective direct or indirect successors or transferees in interest, or any assets or property of such transferees or successors;

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(ii) enforcing, levying, attaching, collecting or otherwise recovering by any manner or means whether directly or indirectly any judgment, award, decree or order in respect of a Released Claim against any and all Released Parties or their respective assets or property, or their respective direct or indirect successors or transferees in interest, or any assets or property of such transferees or successors;

(iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any Lien in respect of a Released Claim against any and all Released Parties or their respective assets or property, or their respective direct or indirect successors or transferees in interest, or any assets or property of such transferees or successors;

(iv) asserting any set-off, right of subrogation or recoupment of any kind in respect of a Released Claim, directly or indirectly against any obligation due to any and all Released Parties or their respective assets or property, or their respective direct or indirect successors or transferees in interest, or any assets or property of such transferees or successors; and

(v) prosecuting or attempting to prosecute any and all Claims and Causes of Action arising from or related in any way to the Released Claims which they have or may have against any and all of the Released Parties.

12.5 Releases and Injunction.

12.5.1 Release. On the Confirmation Date (but subject to the occurrence of the Effective Date), each Person and Entity, other than the Debtors, their respective non-debtor affiliates and subsidiaries and each of the officers, directors and advisors of the Debtors and their respective non-debtor affiliates and subsidiaries acting in such capacity, that votes to accept the Plan and/or does not file an objection to the entry of the Confirmation Order and/or receives

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consideration under the Plan, shall conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge the Released Parties from any and all of the Released Claims and any and all Claims and Causes of Action arising from or related in any way to the Released Claims.

12.5.2 Injunction. On the Confirmation Date (but subject to the occurrence of the Effective Date), each Person and Entity, other than the Debtors, their respective non-debtor affiliates and subsidiaries and each of the officers, directors and advisors of the Debtors and their respective non-debtor affiliates and subsidiaries, that votes to accept the Plan and/or does not file an objection to the entry of the Confirmation Order and/or receives consideration under the Plan, shall conclusively, absolutely, unconditionally, irrevocably and forever be permanently enjoined from:

(i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind in respect of a Released Claim against any and all Released Parties or their respective direct or indirect successors or transferees in interest, or any assets or property of such transferees or successors;

(ii) enforcing, levying, attaching, collecting or otherwise recovering by any manner or means whether directly or indirectly any judgment, award, decree or order in respect of a Released Claim against any and all Released Parties or their respective assets or property, or their respective direct or indirect successors or transferees in interest, or any assets or property of such transferees or successors;

(iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any Lien in respect of a Released Claim against any and all Released Parties or their respective assets or property, or their respective direct or indirect successors or transferees in interest, or any assets or property of such transferees or successors;

(iv) asserting any set-off, right of subrogation or recoupment of any kind in respect of a Released Claim, directly or indirectly against any obligation due to any and all Released Parties or their respective assets or property, or their respective direct or indirect successors or transferees in interest, or any assets or property of such transferees or successors; and

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(v) prosecuting or attempting to prosecute any and all Claims and Causes of Action arising from or related in any way to the Released Claims which they have or may have against any and all of the Released Parties.

XIII. CONDITIONS TO CONFIRMATION AND EFFECTIVENESS

13.1 Conditions Precedent to Plan Confirmation. The conditions precedent to Confirmation of the Plan shall include, without limitation, the following:

13.1.1 The Confirmation Order shall be in form and substance satisfactory to the Debtors, the Co-Sponsors, the Ad Hoc Senior Discount Note Holder Committee and the Required Lenders.

13.1.2 The aggregate amount filed or asserted in documents filed with the Bankruptcy Court as of the first business day prior to the Confirmation Hearing of (a) the Allowed and Disputed Administrative Claims (exclusive of post-Petition Date trade payables incurred in the ordinary course of business and the Claims of the Professionals described in section 13.1.3 below); (b) Allowed and Disputed Priority Claims; and (c) Allowed and Disputed Tax Claims does not exceed $500,000.

13.1.3 The aggregate amount filed or asserted in documents filed with the Bankruptcy Court as of the first business day prior to the Confirmation Hearing of the Allowed and Disputed Administrative Claims relating to the amount of the Professionals’ Advisor Fees (as defined in the Budget and Funding Agreement) does not exceed $2,500,000.

13.1.4 The aggregate amount of Allowed and Disputed Class 4 Claims as of the Claims Bar Date does not exceed $500,000.

13.2 Conditions Precedent to Plan Effectiveness. The following shall be conditions precedent to the effectiveness of the Plan and the occurrence of the Effective Date.

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13.2.1 The Confirmation Order in form and substance satisfactory to the Debtors, the Co-Sponsors, the Ad Hoc Senior Discount Note Holder Committee and the Required Lenders shall have been entered and have become a Final Order.

13.2.2 All agreements and instruments contemplated by, or to be entered into pursuant to, the Plan, including, without limitation, each of the Plan Documents necessary for consummation of the Plan and the Restructuring Loan Documents necessary for consummation of the restructuring of the Pre-Restructuring Bank Indebtedness, shall have been duly and validly executed by the parties thereto and all conditions of their effectiveness shall have been satisfied or waived. Upon satisfaction of all conditions precedent to effectiveness of the Plan, unless waived, and the Effective Date, all parties shall be deemed to have delivered all of the documents and instruments described herein simultaneously, and effectiveness of the Plan and the Plan Effective Date shall be deemed to have occurred simultaneously with such delivery.

13.3 Waiver of Conditions. The conditions set forth in sections 13.1 and 13.2 may be waived with the prior written consent of the Required Lenders, the Ad Hoc Committees and the Debtors, at any time, without notice, leave or order of the Bankruptcy Court, and without any formal action other than proceeding to obtain the Confirmation Order and consummate the Plan.

XIV. RETENTION OF JURISDICTION

14.1 Retention of Jurisdiction. Notwithstanding the entry of the Confirmation Order or the occurrence of the Effective Date, the Bankruptcy Court shall retain jurisdiction over the Cases and any of the proceedings arising from, or relating to, the Cases pursuant to section 1142 of the Bankruptcy Code and 28 U.S.C. § 1334 to the fullest extent permitted by the Bankruptcy Code and other applicable law, including, without limitation, such jurisdiction as is necessary to ensure that the purpose and intent of the Plan are carried out; provided, however, that the Bankruptcy Court shall not have nor retain jurisdiction over any of the Restructuring Loan Documents (other than non-exclusive jurisdiction with respect to the Restructuring Loan Documents being filed as Plan Documents). Without limiting the generality of the foregoing the Bankruptcy Court shall retain jurisdiction for the following purposes:

(a) to hear and determine any and all objections to the allowance, or requests for estimation, of Claims or the establishment of reserves pending the resolution of Disputed Claims;

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(b) to consider an act on the compromise and settlement of any Claim against, or cause of action on behalf of, any Debtor or any Estate;

(c) to enter such orders as may be necessary or appropriate in connection with the recovery of the Debtors’ assets wherever located;

(d) to hear and determine any and all applications for allowance of compensation and reimbursement of expenses;

(e) to hear and determine any and all controversies, suits and disputes arising under or in connection with the interpretation, implementation or enforcement of the Plan and any of the documents intended to implement the provisions of the Plan or any other matters to be resolved by the Bankruptcy Court under the terms of the Plan.

(f) to hear and determine any motions or contested matters involving Taxes, tax refunds, tax attributes and tax benefits and similar and related matters with respect to any Debtor arising prior to the Effective Date or relating to the administration of the Cases, including, without limitation, matters involving federal, state and local Taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code;

(g) to hear and determine any and all applications, adversary proceedings and contested matters pending on the Effective Date or that may be commenced thereafter as provided in the Plan;

(h) to effectuate distributions under and performance of the provisions of the Plan.

(i) to hear and determine any applications to modify any provision of the Plan to the full extent permitted by the Bankruptcy Code;

(j) to correct any defect, cure any omission or reconcile any inconsistency in the Plan, the exhibits to the Plan and annexes thereto, including any of the Plan Documents, or any order of the Bankruptcy Court, including the Confirmation Order, as may be necessary to carry out the purposes and intent of the Plan;

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(k) to determine such other matters as may be provided for in the Confirmation Order or as may from time to time be authorized under the provisions of the Bankruptcy Code or any other applicable law;

(l) to enforce all order, judgments, injunctions and exculpations issued or entered in connection with the Cases or the Plan;

(m) to enter such orders as may be necessary or appropriate in aid of confirmation and to facilitate implementation of the Plan, including, without limitation, any orders as may be appropriate in the event that the Confirmation Order is for any reason stayed, revoked, modified or vacated;

(n) to determine any other matter not inconsistent with the Bankruptcy Code;

(o) to issue a final decree closing the Cases.

XV. MODIFICATION OR WITHDRAWAL OF PLAN

15.1 Modification of Plan. At any time prior to confirmation of the Plan, with the prior written consent of the Co-Sponsors and the Required Lenders, the Reorganized Debtors may supplement, amend or modify the Plan. After confirmation of the Plan, with the prior written consent of the Co-Sponsors and the Required Lenders, the Debtors or Reorganized Debtors may (x) apply to the Bankruptcy Court, pursuant to section 1127 of the Bankruptcy Code, to modify the Plan; and (y) apply to the Bankruptcy Court to remedy defects or omissions in the Plan or to reconcile inconsistencies in the Plan.

15.2 Termination Events. If confirmation is denied by a Final Order, or if the Effective Date does not occur by January 8, 2004 (or such later date as may be agreed to in writing by the Debtors and the Co-Sponsors and the Required Lenders), then the Plan shall be deemed null and void. In such event, nothing contained herein shall be deemed to constitute a waiver or release of any claims by or against the Debtors or any other Person or to prejudice in any manner the rights of the Debtors or any Person in any further proceedings involving the Debtors.

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15.3 Nonconsensual Confirmation. In the event that any impaired Class of Claims or Equity Interests shall fail to accept the Plan in accordance with section 1129(a)(8) of the Bankruptcy Code, the Debtors (i) may request that the Bankruptcy Court confirm the Plan in accordance with section 1129(b) of the Bankruptcy Code, and (ii) in accordance with Section 15.1, and with the consent of the Co-Sponsors and the Required Lenders, may modify the Plan in accordance with section 1127(a) of the Bankruptcy Code.

XVI. MISCELLANEOUS

16.1 Payment of Statutory Fees. All quarterly fees due and payable to the Office of the United States Trustee pursuant to section 1930(a)(6) of Title 28 of the United States Code shall be paid in full on or before the Effective Date, or, to the extent such quarterly fees are disputed, an adequate reserve shall have been established and set aside for payment in full thereof, as required by section 1129(a)(12) of the Bankruptcy Code. Each Reorganized Debtor shall remain responsible for timely payment of its respective quarterly fees due and payable after the Effective Date and until such Reorganized Debtor’s Case is closed, to the extent required by section 1930(a)(6) of Title 28 of the United States Code.

16.2 Payment Dates. Whenever any payment or distribution to be made under the Plan shall be due on a day other than a business day, such payment or distribution shall instead be made, without interest, on the immediately following Business Day.

16.3 Headings. The headings used in the Plan are inserted for convenience only and neither constitutes a portion of the Plan nor in any manner affect the construction of the provisions of the Plan.

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16.4 Other Documents and Actions. The Reorganized Debtors may execute such other documents and take such other actions as may be necessary or appropriate to effectuate the transactions contemplated under this Plan.

16.5 Notices. All notices and requests in connection with the Plan shall be in writing and shall be hand delivered or sent by mail addressed to:

To the Debtors:

DDi Corp.

1220 North Simon Circle

Anaheim, CA 92806

Attention: Timothy Donnelly

With copies to:

Kirkland & Ellis LLP

777 South Figueroa Street

Los Angeles, CA 90017

Attention: Sharon M. Kopman

To the Secured Lenders:

JPMorgan Chase Bank

270 Park Avenue, 20^th Floor

New York, NY 10017

Attention: Michael Lancia

With copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Kathrine A. McLendon

To the Ad Hoc Convertible Note Holder Committee:

Tablerock Fund Management

505 Park Avenue, 5^th Floor

New York, NY 10022

Attention: Jeffrey D. Lapin

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With copies to:

Stutman Treister & Glatt Professional Corporation

1901 Avenue of the Stars, 12^th Floor

Los Angeles, CA 90067

Attention: George C. Webster II

To the Ad Hoc Senior Discount Note Holder Committee:

JP Morgan Partners

1221 Avenue of the Americas, 34^th Floor

New York, NY 10020

Attention: Kevin O’Brien

With copies to:

Hahn & Hessen LLP

488 Madison Avenue

New York, NY 10022

Attention: Jeffrey L. Schwartz

To the 5.25% Trustee:

US Bank

555 SW Oak Street

Portland, Oregon 97204

Attention: Lawrence Bell

With copies to:

Maslon Edelman Borman & Brand, LLP

3300 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402

To the 6.25% Trustee:

US Bank

555 SW Oak Street

Portland, Oregon 97204

Attention: Lawrence Bell

With copies to:

Maslon Edelman Borman & Brand, LLP

3300 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402

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To the Senior Discount Trustee:

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890

Attention: Sandra R. Ortiz

With copies to:

Curtis, Mallet-Prevost, Colt & Mosle, LLP

101 Park Avenue

New York, New York 10178

Attention: Steven J. Reisman

All notices and requests to any Person holding of record any Claim of Equity Interest shall be sent to them at their last known address or to the last known address of their attorney of record. Any such Person may designate in writing any other address for purposes of this Section 16.5 which designation will be effective on receipt.

16.6 Governing Law. Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules), the laws of the State of New York (without reference to its conflict of law rules) shall govern the construction and implementation of the Plan and any agreements, documents, and instruments executed in connection with the Plan, unless otherwise specifically provided in such agreements, documents, or instruments.

16.7 Binding Effect. The Plan and all rights, duties and obligations thereunder shall be binding upon and inure to the benefit of the Debtors, the Reorganized Debtors, Holders of Claims, Holders of Equity Interests, and their respective successors and assign.

16.8 Successors and Assigns. The rights, benefits, and obligations of any entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of, the heirs, executors, administrators, successors, and assigns of such entity.

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16.9 No Waiver. The failure of the Debtors or any other Person to object to any Claim for purposes of voting shall not be deemed a waiver of the Debtors’ or Reorganized Debtors’ right to object to or examine such Claim, in whole or in part.

16.10 Exemption from Securities Laws. All of the New Preferred Stock and New DDi Corp. Securities distributed pursuant to this Plan are and shall be entitled to the benefits and exemptions provided by section 1145 of the Bankruptcy Code.

16.11 Inconsistencies. In the event the terms or provisions of the Plan and the Confirmation Order are inconsistent with the terms and provisions of the Exhibits to the Plan or documents executed in connection with the Plan (other than the Restructuring Loan Documents), the terms of the Plan and the Confirmation Order shall control. In the event the terms and provisions of the Plan and the Confirmation Order are inconsistent with the terms and provisions of the Restructuring Loan Documents, the terms of the Restructuring Loan Documents shall control.

16.12 Exemption from Certain Transfer Taxes and Recording Fees. Pursuant to section 1146(c) of the Bankruptcy Code, any transfers from a Debtor to a Reorganized Debtor or to any other Person or entity pursuant to the Plan, or any agreement regarding the transfer of title to or ownership of any of the Debtors’ real or personal property or of any other interest in such property (including, without limitation, a security interest) will not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, or other similar tax or governmental assessment, and the Confirmation Order will direct the appropriate state or local governmental officials or agents to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

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16.13 Post-Confirmation Conversion/Dismissal. A creditor or party in interest may bring a motion to convert or dismiss the case under § 1112(b), after the Plan is confirmed, if there is a default in performing the Plan. The Debtors and Reorganized Debtors reserve the right to object to any motion for conversion or dismissal. If the Court orders any of the Cases converted to Chapter 7 after the Plan is confirmed, then all property that had been property of the Chapter 11 Estate, and that has not been disbursed pursuant to the Plan, will revest in the Chapter 7 estate. The automatic stay will be reimposed upon the revested property, but only to the extent that relief from stay was not previously authorized by the Court during this case.

16.14 Final Decree. Once an Estate has been fully administered, as referred to in Bankruptcy Rule 3022, the applicable Reorganized Debtor, or other party as the Court shall designate in the Confirmation Order, shall file a motion with the Court to obtain a final decree to close the Case of such Debtor.

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Date: October 31, 2003	DDi Corp., a Delaware corporation
	By:	/s/ Timothy J. Donnelly
		Name: Timothy J. Donnelly
		Title: Vice President

Date: October 31, 2003	DDi Capital Corp., a California corporation
	By:	/s/ Timothy J. Donnelly
		Name: Timothy J. Donnelly
		Title: Vice President

Submitted by:

Kirkland & Ellis LLP

By:	/s/ Richard L. Wynne
	Richard L. Wynne (RW-5630)
	Sharon M. Kopman (SK-3295)
	Christian C. Lymn (CL-3159)
	Attorneys for Debtors and Debtors-In-Possession

EX-2.2

EX 2.2

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

	X	Chapter 11
In re:	:
	:	Case No. 03-15261 (SMB)
DDI CORP., et al.,	:	(Jointly Administered)
	:
Debtors.	:	Hearing Date: December 2, 2003
	X	Time:  10:00 a.m.

ORDER CONFIRMING DEBTORS’ MODIFIED FIRST AMENDED JOINT PLAN OF

REORGANIZATION DATED AS OF AUGUST 30, 2003

Upon the Modified First Amended Joint Plan of Reorganization Dated as of August 30, 2003 (the “Plan”)¹ and the First Amended Disclosure Statement for the First Amended Joint Plan of Reorganization Dated as of August 30, 2003 (as amended by the Supplement filed on October 31, 2003, collectively the “Disclosure Statement”) filed by the debtors and debtors in possession DDi Corp. and DDi Capital Corp. (collectively, the “Debtors”),²; and upon (a) the hearing held before this Court on September 30, 2003, to consider approval of the Disclosure Statement (the “Disclosure Statement Hearing”), (b) the Order dated October 3, 2003, approving the Disclosure Statement (the “Disclosure Statement Order”), (c) the hearing held before this Court on November 6, 2003 to consider approval of the Supplement (the “Supplement Hearing”), (d) the Order dated November 7, 2003, approving the Supplement (the “Supplement Order”), and (e) the Orders dated September 4, 2003, October 3, 2003, October 7, 2003, and November 7, 2003 establishing certain solicitation and tabulation procedures (the “Solicitation Procedures”); and

¹ The First Amended Joint Plan of Reorganization Dated as of August 30, 2003, was filed on September19, 2003. The Modified First Amended Joint Plan of Reorganization Dated as of August 30, 2003, which incorporates the modifications proposed in the amendment (“Amendment”) to the First Amended Joint Plan of Reorganization Dated as of August 30, 2003, was filed by the Debtors on October 31, 2003.

² Any capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan and Disclosure Statement.

upon the declaration of Richard J. Reilly, of Bankruptcy Management Corporation (“BMC”), the Solicitation and Tabulation Agent retained by the Debtors and approved by the Court, sworn to on November 25, 2003 (the “Solicitation and Tabulation Certification”) and filed with the Court on November 25, 2003; and a copy of (a) of the Disclosure Statement (with a copy of the Plan attached thereto as Exhibit A), (b) the Confirmation Hearing Notice, (c) a ballot or master ballot and related materials, (d) the Supplement, (e) the Amendment, and (f) the Notice of Continued Dates, (collectively, the “Solicitation Packages”) having been transmitted to all known holders of claims entitled to vote in accordance with the Disclosure Statement Order and Supplement Order; and the Solicitation Packages (excluding ballots), and the Supplement Order having fixed November 20, 2003, at 4:00 p.m. (prevailing Eastern time) as the last day and time for filing of objections to confirmation of the Plan; and the solicitation of acceptances from holders of claims and interests having been made within the time and in the manner set forth in the Supplement Order; and upon the affidavits of service filed with respect to the mailing of the Solicitation Packages; and upon the objection submitted by Edward G. Shirley to the Plan on or about November 5, 2003 and November 20, 2003 respectively; and upon the objection submitted by Alpine Associates, Inc. to the Plan on or about December 1, 2003, and upon the objection submitted by the Securities Litigation Plaintiffs (as defined below) to the Plan on or about November 5, 2003, and upon the Debtors’ Memorandum Supporting Confirmation of the Modified First Amended Joint Plan of Reorganization dated August 30, 2003, filed by the Debtors (the “Memorandum In Support”); and a hearing to consider confirmation of the Plan having been held before this Court on December 2, 2003 (the “Confirmation Hearing”); and upon the full and complete record of the Confirmation Hearing and all matters and proceedings heretofore part of the record of these cases; and after due deliberation and sufficient cause appearing therefor,

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IT IS HEREBY FOUND AND DETERMINED THAT:

Jurisdiction and Venue

1. This Court has jurisdiction over these Chapter 11 Cases pursuant to 28 U.S.C. §§ 157 and 1334.

2. Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409.

3. Confirmation of the Plan is a core proceeding under 28 U.S.C. § 157(b)(2) and this Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of title 11 of the United States Code (the “Bankruptcy Code”) and should be confirmed.

Judicial Notice

Solicitation and Tabulation

5. Written and publication notice of the Confirmation Hearing, the treatment of Claims and Equity Interests under the Plan, if any, and the relevant deadlines for the submission of ballots and objections has been provided substantially in the form, within the time, and in accordance with the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and the procedures approved and prescribed by this Court in the Disclosure Statement Order and Supplement Order. Such written and publication notice is adequate and sufficient pursuant to section 1128 of the Bankruptcy Code, Bankruptcy Rules 2002(b) and 3020, applicable Local Bankruptcy Rules, and other applicable law.

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6. The form of Ballots were approved by the Court by Order signed on October 7, 2003. Ballots were transmitted to holders of Claims and Equity Interests under the Plan that are treated as impaired within the meaning of section 1124 of the Bankruptcy Code (the “Impaired Classes”) and entitled to vote on the Plan in accordance with the Disclosure Statement Order and Supplement Order.

7. The Debtors solicited votes for the Plan from the Impaired Classes in good faith and in a manner consistent with the Bankruptcy Code.

8. The Solicitation and Tabulation Certification is consistent with Bankruptcy Rule 3018 and complies with the requirements of Local Bankruptcy Rule 3018-1.

Classification and Treatment of Claims and Interests

9. The Plan provides for the treatment of Allowed Administrative Expense Claims, Allowed Priority Tax Claims, and Allowed Indenture Trustee Fee Claims. The Plan establishes the following seven Classes of Claims: Class 1 (Secured DDi Capital Guarantee Claims), Class 2 (Other Secured Claims), Class 3 (Other Priority Claims), Class 4 (Allowed Unsecured Claims not Classified in Classes 5, 6a or 6b), Class 5 (Senior Discount Notes), Class 6a (5.25% Convertible Subordinated Notes), Class 6b (6.25% Convertible Subordinated Notes), and Class 7 (DDi Corp. Common Stock Equity Interests).

10. The classification scheme of Claims and Equity Interests under the Plan is reasonable. Claims or Equity Interests in each particular Class are substantially similar to other Claims or Equity Interests in such Class.

11. Classes 5, 6a, 6b and 7 are Impaired under the Plan and were entitled to vote to accept or reject the Plan.

12. As evidenced by the Solicitation and Tabulation Certification, the Plan has been accepted by all Impaired Classes entitled to vote to accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code and consistent with Bankruptcy Rule 3018, the Disclosure Statement Order, and the Supplement Order.

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13. Classes 1, 2, 3 and 4 are unimpaired within the meaning of section 1124 of the Bankruptcy Code (“Unimpaired Classes”) and deemed to accept the Plan pursuant to section 1126(f) of the Bankruptcy Code.

14. The Plan designates Classes of Claims and Equity Interests, satisfying the requirements of section 1123(a)(1) of the Bankruptcy Code.

15. The Plan specifies Unimpaired Classes, satisfying the requirements of section 1123(a)(2) of the Bankruptcy Code.

16. The Plan specifies the treatment of Impaired Classes, satisfying the requirements of section 1123(a)(3) of the Bankruptcy Code

17. The Plan provides for the same treatment for each Claim or Equity Interest of a particular Class, unless the holder of a particular Claim or Equity Interest has agreed to a less favorable treatment of such Claim or Equity Interest, thereby satisfying the requirements of section 1123(a)(4) of the Bankruptcy Code.

18. The Plan provides for adequate means for its implementation, satisfying the requirements of section 1123(a)(5) of the Bankruptcy Code.

19. The Amended and Restated DDi Corp. Certificates of Incorporation provided for in the Plan, will contain a provision prohibiting the issuance of nonvoting equity securities to the extent required by section 1123(a)(6) of the Bankruptcy Code, and therefore the Plan satisfies the requirements of such section.

20. The Plan contains only provisions that are consistent with the interests of Creditors and Equity Interest Holders and with public policy with respect to the manner of selection of officers and directors of the Reorganized Debtors, satisfying the requirements of section 1123(a)(7) of the Bankruptcy Code.

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Standards for Confirmation Under Bankruptcy Code

21. The Plan is dated and identifies the entity submitting it, thereby satisfying Bankruptcy Rule 3016(a).

22. The Plan complies with the applicable provisions of the Bankruptcy Code, satisfying the requirements of Bankruptcy Code section 1129(a)(1).

23. The Debtors have complied with the applicable provisions of the Bankruptcy Code, satisfying the requirements of section 1129(a)(2) of the Bankruptcy Code. Specifically:

(i) The Debtors are proper debtors under section 109 of the Bankruptcy Code.

(ii) The Debtors have complied with applicable provisions of the Bankruptcy Code, except as otherwise provided or permitted by orders of the Bankruptcy Court.

(iii) The Debtors have complied with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules for the Southern District of New York in transmitting the Plan and the Amendment, the Disclosure Statement and the Supplement, the Ballots, and related documents and notices and in any solicitation and tabulation of votes on the Plan.

24. Based upon the testimony adduced and/or proffered at the Confirmation Hearing and Bankruptcy Rule 3020(b)(2), the Plan has been proposed in good faith and not by any means prohibited by law, satisfying the requirements of section 1129(a)(3) of the Bankruptcy Code. The terms of the Plan and the Plan Documents were negotiated at arms-length and in good faith by the Debtors, DDi Europe, DDi Intermediate Holdings, Corp., Dynamic Details, Inc., Dynamic Details, Inc., Silicon Valley, the Ad Hoc Committees, and the Secured Lenders.

25. Any payment made or to be made by the Debtors for services or for costs and expenses in, or in connection with, these Chapter 11 Cases, or in connection with the Plan and incident to these Chapter 11 Cases, has been approved by, or is subject to the approval of, this Court as reasonable, satisfying the requirements of section 1129(a)(4) of the Bankruptcy Code.

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26. To the extent known, the Debtors have disclosed the identity and affiliations of the individuals proposed to serve, after confirmation of the Plan, as directors and officers of Reorganized Debtors; the appointment to, or continuance in, such offices of such individuals is consistent with the interests of the Debtors’ Creditors and Equity Interest Holders and with public policy; and the Debtors have disclosed the identity of any insiders who will be employed or retained by Reorganized Debtors subsequent to confirmation of the Plan and the nature of any compensation to be paid to such insiders. These disclosures satisfy the requirements of section 1129(a)(5) of the Bankruptcy Code.

27. As no governmental authority has jurisdiction over the rates of the Debtors and the Plan does not effectuate any such rate change, section 1129(a)(6) of the Bankruptcy Code is not applicable to the Debtors.

28. With respect to each Impaired Class of Claims or Equity Interests, each holder of a Claim or Equity Interest of such Class: (a) has accepted the Plan; or (b) will receive or retain under the Plan, on account of such Claim or Equity Interest, property of a value, as of the Effective Date of the Plan, that is not less than the amount that such holder would receive or retain if the Debtors were to be liquidated under chapter 7 of the Bankruptcy Code on such date. This treatment satisfies the requirements of section 1129(a)(7) of the Bankruptcy Code.

29. Classes 1, 2, 3 and 4 are Unimpaired under the Plan and are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. Classes 5, 6a, 6b and 7 have voted to accept the Plan in accordance with sections 1126(c) and (d) of the Bankruptcy Code. As a result, the Plan satisfies section 1129(a)(8) of the Bankruptcy Code.

30. Except to the extent that a holder of an Allowed Administrative Expense Claim or an Allowed Priority Tax Claim has agreed or agrees to a different treatment of such Claim, the Plan provides that, with respect to each Allowed Claim of a kind specified in section 507(a)(1) and (a)(3) through (a)(8) of the Bankruptcy Code, the holder of such Claim will receive, on

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account of such Claim, cash on the Effective Date, or as soon thereafter as is reasonably practicable, equal to the allowed amount of such Claim. This treatment satisfies the requirements of section 1129(a)(9) of the Bankruptcy Code.

31. At least one Class of Claims against the Debtors that is impaired under the Plan has accepted the Plan, determined without including any acceptance of the Plan by any insider holding a Claim in such Class. As a result, the requirements of section 1129(a)(10) of the Bankruptcy Code is satisfied.

32. Confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of Reorganized Debtors. As a result, the requirement of section 1129(a)(11) of the Bankruptcy Code is satisfied.

33. The fees payable by the Debtors to the United States Trustee or the Clerk of this Court, as provided under 28 U.S.C. § 1930(a)(6) (the “UST Quarterly Fees”), constitute administrative expenses entitled to priority under section 507(a)(1) of the Bankruptcy Code, and the treatment of such fees in the Plan satisfies section 1129(a)(12) of the Bankruptcy Code. Pursuant to Section 16.1 of the Plan, each Reorganized Debtor shall continue to pay the UST Quarterly Fees until the entry of a final decree closing these Chapter 11 Cases.

34. The Debtors did not, either as of the Petition Date or at any time during these Chapter 11 Cases have any plans, funds or programs providing retiree benefits, as that term is defined in section 1114 of the Bankruptcy Code, to the extent required by section 1129(a)(13) of the Bankruptcy Code. Thus, the requirements for section 1129(a)(13) of the Bankruptcy Code are satisfied.

35. No party in interest that is a governmental unit has requested that the Court not confirm the Plan on grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidance of the application of Section 5 of the Securities Act of 1933, and the principal purpose of the Plan is not such avoidance. Accordingly, the Plan satisfies the requirements of section 1129(d) of the Bankruptcy Code.

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36. The Debtors have solicited acceptances of the Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code, and the Debtors, their non-debtor affiliates, and each of their respective members, officers, directors, employees, advisors, accountants, attorneys and other agents acting in such capacity (collectively, the “§1125 Exculpated Persons”) have participated in good faith, within the meaning of section 1125(e) of the Bankruptcy Code, in the offer, issuance, sale, and purchase of the securities offered and sold under the Plan, and therefore are not and will not be, on account of such offer, issuance, sale, solicitation, and/or purchase, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or offer, issuance, sale, or purchase of the securities offered and sold under the Plan.

37. The New DDi Corp. Securities are being issued pursuant to the Plan in exchange for claims against and interests in the Debtors. Pursuant to section 1145 of the Bankruptcy Code, the transfer of the New DDi Corp. Securities and transactions in such securities shall be and are exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, and any state or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in, such securities (collectively, “Federal and State Securities Laws”). Pursuant to section 1145(c) of the Bankruptcy Code, the issuance of the New DDi Corp. Securities under the Plan is a public offering, and therefore, subject to any transfer restrictions set forth in the applicable New DDi. Corp. Security, such New DDi Corp. Securities may thereafter be resold and traded by any person that is not an underwriter within the meaning of section 1145(b) of the Bankruptcy Code (an “Underwriter”) as unrestricted securities.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED THAT:

General Decrees

38. The Plan complies with the requirements of sections 1122, 1123, and 1129 of the Bankruptcy Code and is hereby confirmed.

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39. The Effective Date of the Plan shall occur on the date when the conditions set forth in Section 13.2 of the Plan shall have been satisfied or, if applicable, waived in accordance with Section 13.3 of the Plan.

40. The Effective Date shall be the Distribution Record Date for purposes of determining holders of Allowed Claims and Equity Interests that are entitled to distributions that are required to be made under the Plan on the Effective Date.

41. To the extent that any Objections to confirmation of the Plan have not been withdrawn prior to entry of this Order, are not cured by the relief granted herein or resolved as stated by the Debtors on the record of the Confirmation Hearing, all such Objections shall be, and are hereby, overruled.

42. The findings of this Court set forth above and the conclusions of law stated herein shall constitute findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding by Bankruptcy Rule 9014. To the extent, any finding of fact shall be determined to be a conclusion of law, it shall be so deemed, and vice versa.

43. Pursuant to section 1141 of the Bankruptcy Code, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date, and except as expressly provided in the Plan or this Order, the provisions of the Plan (including the exhibits to, and all documents and agreements executed pursuant to the Plan) and this Order shall be binding on (i) the Debtors, (ii) the Reorganized Debtors, (iii) all holders of Claims against and Equity Interests in the Debtors, whether or not impaired under the Plan and whether or not, if impaired, such holders accepted the Plan, and (iv) any other person giving, acquiring or receiving property under the Plan, (v) any party to an executory contract or lease of a Debtor and (vi) and each of the foregoing’s respective successors or assigns.

44. On the Effective Date, pursuant to Section 8.14 of the Plan and sections 1141(b) and (c) of the Bankruptcy Code, all property of the Estate shall vest in the Reorganized Debtors, free and clear of all Claims, liens, encumbrances, charges, and other interests, except as provided in the Plan or in this Order. The Reorganized Debtors may operate their businesses and may use,

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acquire, and dispose of property free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and in all respects as if there were no pending cases under any chapter or provision of the Bankruptcy Code.

Discharge and Releases

45. The discharge, injunction, release and exculpation provisions contained in Sections 11.1, 11.2, 12.1, 12.3, 12.4, 12.5 and all the definitions in Section 2.1 of the Plan are incorporated herein by reference as though fully set forth herein and are approved in all respects and shall be effective as provided for therein. On the Effective Date, the provisions of the aforementioned subsections of Sections 11 and 12 of the Plan shall be valid, binding and effective in all respects, and are hereby approved as integral parts of the Plan as fair, equitable, reasonable, and in the best interests of the Debtors, the Estates, Creditors, Interest holders and other parties in interest in these Chapter 11 Cases, without the requirement of any further action by any party in interest in these Chapter 11 Cases.

46. Nothing in this Order or within Sections 12.4 and 12.5 in the Plan shall be deemed to release any claims, causes of action or rights asserted or to be asserted by plaintiffs Ferrari, Sunderland, Rodewald and Sved (the “Plaintiffs”) against Joseph P. Gisch, Bruce D. McMaster, Charles Dimick, Gregory Halvorson and John Peters as officers and directors in the following actions: Ferrari v. Gisch, et al. United States District Court for the Central District of California, Case No. CV-03-7063-MMM (SHx); Sunderland v. Gisch, et al., United States District Court for the Central District of California, Case No. CV-03-7883-CAS (PJWx); Rodewald v. Gisch, et al. United States District Court for the Central District of California, Case No. CV-03-999-R(MANx); and Sved v. Gisch, et al. United States District Court for the Central District of California, Case No. CV-03-8344-RGK(RCx) (collectively, the “Securities Litigation”).

47. Consistent with the finding in ¶38 above, except with respect to and without vitiating any of the obligations under the Plan and the Plan Documents, neither the Debtors, Reorganized Debtors, any Distribution Agent nor any §1125 Exculpated Persons shall have or incur any liability to any Person whatsoever, including, without limitation, any holder of any

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Claim or Equity Interest for any act or omission taken in good faith in connection with, or arising out of, these Chapter 11 Cases, the formulation, preparation, dissemination or confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or property to be distributed pursuant to the Plan, or any contract, instrument, release, or other agreement or document created or entered into, pursuant to or in connection with the Plan, except for any act or omission constituting fraud, gross negligence, breach of fiduciary duty, or willful misconduct, provided however, that this Order shall not limit the liability of the advisors, accountants, attorneys and other agents acting in such capacity to their respective clients pursuant to DR 6-102 of the Code of Professional Responsibility.

Plan Implementation

48. The Debtors and/or the Reorganized Debtors, and such appropriate officers and directors of Reorganized Debtors (collectively, the “Authorized Board Members”), are authorized and empowered to execute, deliver and/or file such documents, and make such payments, as are necessary to consummate the Plan. All actions contemplated by the Plan hereby are authorized and approved in all respects (subject to the provisions of the Plan and this Order). All such actions, and any other actions described in the Plan, the Plan Documents or this Order that would otherwise require the consent or approval of the directors or shareholders of Debtors and/or the Reorganized Debtors shall be deemed to have been consented to or approved and shall be effective under applicable foreign law, state law and the Bankruptcy Code, without any requirement of prior or further action by the shareholders or directors of the Debtors and/or the Reorganized Debtors. The appropriate officers and directors of the Debtors and/or the Reorganized Debtors (including, but not limited to, the Authorized Board Members) are authorized to execute and deliver and to perform the terms of the agreements, documents and instruments contemplated by the Plan, the Disclosure Statement and the Supplement, in the name of and on behalf of the Debtors and/or the Reorganized Debtors.

49. The board of directors of Reorganized DDi Corp. shall be deemed to have been duly elected by the shareholders of Reorganized DDi Corp. and the following individuals shall

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constitute such board of directors: Robert J. Amman, David Blair, Robert Guezuraga, Jay B. Hunt, Bruce McMaster, Carl Vertuca, and Andy Lietz. The board of directors of Reorganized DDi Capital shall be deemed to have been duly elected by the shareholders of Reorganized DDi Capital and the following individuals shall constitute such board of directors: Joseph Gisch, Timothy Donnelly, and Bruce McMaster. Such directors shall remain in office until their successors are duly elected and qualified, or until their earlier resignation, removal or death, subject to the applicable laws of the jurisdiction of its incorporation, the terms of the Plan and, in the case of DDi Corp., the Amended and Restated DDi Corp. Articles of Incorporation. Following the occurrence of the Effective Date, the initial Board of Directors of Reorganized DDi Corp may be replaced by such individuals as are selected and elected by the stockholders of Reorganized DDi Corp. in accordance with its Amended and Restated Articles of Association and Delaware law, while the Board of Directors of Reorganized DDi Capital may be replaced by such individuals as are selected in accordance with the existing Articles of Incorporation of DDi Capital and California Law. On the Effective Date, the executive officers of Reorganized DDi Corp. shall be the same individuals serving in the same capacities as of the Business Day immediately preceding the Effective Date.

50. Without further order of the Court, the chief executive officer of each Reorganized Debtor, and all other appropriate officers and directors of each Reorganized Debtor (including, but not limited to, the Authorized Board Members), shall be authorized to execute, deliver, file, or record such contracts, instruments, releases, and other agreements or documents (including the Plan Documents), and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. Any Authorized Board Member shall be authorized to certify or attest to any of the foregoing actions.

51. The Plan and the Plan Documents may be amended, modified, or supplemented by the Debtors or Reorganized Debtors, with the prior consent of the Secured Lenders and the Ad Hoc Committees, in the manner provided for by section 1127 of the Bankruptcy Code or as otherwise permitted by law without additional disclosure pursuant to section 1125 of the

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Bankruptcy Code, except as the Bankruptcy Court may otherwise direct. In addition, after the Confirmation Date, so long as such action does not materially and adversely affect the treatment of holders of Claims or Equity Interests pursuant to the Plan, the Debtors, with the prior consent of the Secured Lenders and Ad Hoc Committees may institute proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile any inconsistencies in the Plan, the Plan Documents, or this Order, with respect to such matters as may be necessary to carry out the purposes and effects of the Plan. In addition, prior to the Effective Date, the Debtors may make appropriate technical adjustments and modifications to the Plan and Plan Documents without further order or approval of the Bankruptcy Court, with the prior consent of the Secured Lenders and Ad Hoc Committees; provided that such technical adjustments and modifications do not adversely affect in a material way the treatment of holders of Claims or Equity Interests.

52. Subject to the provisions of the Plan, the Plan Documents and this Order, each of the Debtors shall, as Reorganized Debtors, continue to exist on and after the Effective Date, as a separate legal entity, with all the powers of a corporation under the laws of their respective states of incorporation, and without prejudice to any right of each Reorganized Debtor to alter or terminate its existence (whether by merger or otherwise) as provided by, and in conformity with, applicable law.

Plan Distributions

53. The classifications of Claims and Equity Interests for purposes of the distributions to be made under the Plan shall be governed solely by the terms of the Plan. The classifications set forth on the ballots tendered to or returned by the Debtors’ creditors in connection with voting on the Plan (a) were set forth on the ballots solely for the purposes of voting to accept or reject the Plan, (b) do not represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims under the Plan for distribution purposes, and (c) shall not be binding on the Debtors or the Reorganized Debtors.

54. The Reorganized Debtors and their designees (including all Distribution Agents) and the 5.25% Trustee, the 6.25% Trustee and the Senior Discount Trustee with respect to

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distributions to Holders of Allowed Claims in Class 5, Class 6a and Class 6b, are authorized and empowered to make distributions in accordance with the Plan and the terms of the Indentures. Pursuant to the Plan and consistent with Bankruptcy Rule 3021, distributions to holders of Allowed Claims and Allowed Equity Interests shall be to the holders of record of such Claims and Equity Interests as of the applicable Distribution Record Date.

55. All cash payments to be made by the Debtors to holders of Allowed Claims shall be made, at the Debtors’ option, either by: (i) check made payable to the holder of the Allowed Claim and mailed by regular first class mail; (ii) by wire transfer of immediately available funds; (iii) by means of the Debtors’ customary procedures for effecting such distributions; or (iv) by such other means reasonably calculated to effectuate the cash distribution. All Distributions to holders of Allowed Claims by check shall be deemed made when deposited by the Debtors in the United States mail.

56. On the Effective Date, Reorganized DDi Corp. is authorized to issue the New DDi Corp. Securities, including the New Common Stock, the New Warrants, the New Preferred Stock or the New DDi Corp. Preferred Stock (if the Modified Structure is implemented) and the Management Options, for distribution in accordance with the terms of the Plan, without the need for any further corporate action under applicable law, regulation, order or rule.

57. Pursuant to section 1145 of the Bankruptcy Code, transfer of the New DDi Corp. Securities shall be and are exempt from the registration and licensing requirements of Federal and State Securities Laws. Pursuant to section 1145(c) of the Bankruptcy Code, the issuance of the New DDi Corp. Securities under the Plan is a public offering. Subject to any transfer restrictions set forth in the applicable New DDi Corp. Securities may be resold and traded by any person that is not an Underwriter as unrestricted securities (and not subject to the restrictions on transfer, or registration or licensing requirements otherwise applicable under Federal and State Securities Laws).

58. Except for the purpose of evidencing a right to distributions under the Plan and as otherwise set forth in the Plan, on the Effective Date all agreements, instruments, and other

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documents evidencing the Senior Discount Notes, 5.25% Convertible Subordinated Notes, 6.25% Convertible Subordinated Notes and Common Stock Equity Interests, except as otherwise expressly provided in the Plan, shall be deemed cancelled, discharged and of no force or effect.

Compensation and Reimbursement

59. All payment of compensation to the 5.25% Trustee, the 6.25% Trustee and the Senior Discount Trustee in accordance with Section 4.4 of the Plan is hereby approved, provided however that nothing in Section 4.4 shall limit the Bankruptcy Court’s ability to review such compensation for reasonableness.

60. All Persons seeking an award by the Bankruptcy Court of professional fees incurred through and including the Effective Date (“Fee Claim”), shall unless otherwise ordered by the Bankruptcy Court: (i) file their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred by the date that is no later than sixty (60) days after the Effective Date, and (ii) be paid in full in such amounts as are approved by the Bankruptcy Court upon (a) the later of (i) the Effective Date and (ii) ten (10) calendar days after the date upon which the order relating to the allowance of any such Fee Claim is entered or (b) upon such other terms as may be mutually agreed upon between the holder of such a Fee Claim and Reorganized Debtors.

61. A hearing on applications for final allowance of Fee Claims for the period from the Petition Date through the Effective Date shall be held at a date and time to be scheduled by the Debtors with the Court. A notice of such hearing shall be served upon all of the parties that have filed notices of appearance in this case as of the date hereof.

Miscellaneous

62. Entry of this Order shall constitute approval of the Plan Documents (subject to ¶51 herein) and all exhibits to the Plan, the Plan and all transactions contemplated thereunder subject to the approval rights of parties under the Plan. The Reorganized Debtors are authorized to execute, deliver, file, assume and/or perform under each of the Plan Documents.

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63. Pursuant to the authority of this Court granted under Bankruptcy Rule 3020(e), this Order shall not be stayed until the expiration of ten (10) days after entry of this Order and shall be effective immediately upon its entry.

64. Pursuant to sections 1123(a) and 1142(a) of the Bankruptcy Code and the provisions of this Order, upon the occurrence of the Effective Date, the Plan and the Plan Documents shall apply and be enforceable notwithstanding any otherwise applicable non-bankruptcy law, subject to the approval rights of parties under the Plan.

65. To the extent this Order and/or the Plan conflicts with (i) the Disclosure Statement, (ii) the Supplement, (iii) any other agreement entered into between the Debtors and any party, or (iv) other orders of the Court, the Plan controls the Disclosure Statement and Supplement and any other such agreements, and this Order controls the Plan.

66. Except as expressly otherwise provided for in the Plan, or any order of this Court, all injunctions or stays arising prior to the Confirmation Date in accordance with section 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date.

67. If any or all of the provisions of this Order are hereafter reversed, modified or vacated by subsequent order of this Court or any other court, such reversal, modification or vacatur shall not affect the validity of the acts or obligations incurred or undertaken under or in connection with the Plan prior to the Debtors’ receipt of written notice of any such order. Notwithstanding any such reversal, modification or vacatur of this Order, any such act or obligation incurred or undertaken pursuant to, and in reliance on, this Order prior to the effective date of such reversal, modification or vacatur shall be governed in all respects by the provisions of this Order and the Plan and all documents related to the Plan and any amendments or modifications to any of the foregoing.

68. The failure to reference or discuss any particular provision of the Plan in this Order shall have no effect on the validity, binding effect or enforceability of such provision and such provision shall have the same validity, binding effect and enforceability as every other provision of the Plan.

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69. The Plan shall be deemed to be substantially consummated on the Effective Date.

70. If all the conditions to effectiveness and the occurrence of the Effective Date have not been satisfied or duly waived on or before the first Business Day that is more than ninety (90) days after the Confirmation Date, or by such later date as is proposed and approved, after notice and a hearing, by this Court, then upon motion by the Debtors made before the time that all of the conditions have been satisfied or duly waived, this Order shall be vacated by this Court; provided, however, that notwithstanding the filing of such a motion, this Order shall not be vacated if all of the conditions to consummation set forth in Section 13 of the Plan are either satisfied or duly waived before this Court enters an order granting the relief requested in such motion. If this Order is vacated pursuant to this decretal paragraph, the Plan shall be null and void in all respects, and nothing contained herein or in the Plan shall (a) constitute a waiver or release of any Claims against or Equity Interests in the Debtors; (b) prejudice in any manner the rights of the holder of any Claim or Equity Interest in the Debtors; or (c) constitute an admission, acknowledgment, offer or undertaking by the Debtors or any other entity with respect to any matter set forth in the Plan.

71. This Court shall retain jurisdiction of these Chapter 11 Cases (a) pursuant and for the purposes of section 105(a) and 1127 of the Bankruptcy Code, and (b) as set forth in Section 14 of the Plan, which is incorporated herein.

72. The Debtors and/or their authorized agent(s) shall serve a notice of entry of this Order, as provided in Bankruptcy Rule 2002(f)(7), to all creditors and equity security holders of the Debtors within ten (10) business days after the Effective Date.

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73. Except as otherwise may be provided in the Plan or herein, notice of all subsequent pleadings in these Chapter 11 Cases after the Effective Date shall be limited to the following parties: (a) the Reorganized Debtors and their counsel, (b) the Secured Lenders and their counsel, (c) the Ad Hoc Convertible Note Holder Committee and its counsel, (d) the Ad Hoc Senior Discount Note Holder Committee and its counsel, (e) the 5.25% Trustee and its counsel, (f) the 6.25% Trustee and its counsel, (g) the Senior Discount Trustee and its counsel, (h) the United States Trustee, and (i) any party known to be directly affected by the relief sought.

Dated: December 2, 2003	/s/ Stuart M. Bernstein
	The Honorable Stuart M. Bernstein
	Chief United States Bankruptcy Judge

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EX-3.1

EX – 3.1

DDI CORP.

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

December 12, 2003

ARTICLE I

The name of this corporation is “DDi Corp.” (hereinafter referred to as the “Corporation”).

ARTICLE II

The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

The total number of shares of all classes of stock which the Corporation shall have authority to issue is 80,000,000 shares, consisting of (i) 75,000,000 shares of Common Stock, $.001 par value per share (“Common Stock”), and (ii) 5,000,000 shares of Preferred Stock, $.001 par value per share (“Preferred Stock”).

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

Section 1. Common Stock.

A. General. Subject to the powers, preferences and rights of any Preferred Stock, including any series thereof, having any preference priority over, or rights superior to, the Common Stock and except as otherwise provided by law and this Article, the holders of the Common Stock shall have and possess all powers and voting and other rights pertaining to the stock of the corporation and each share of Common Stock shall be entitled to one vote. Except as otherwise provided by the Delaware General Corporation Law or this Amended and Restated Certificate of Incorporation, the holders of record of Common Stock shall share ratably in all dividends payable in cash, stock or otherwise and other distributions, whether in respect of liquidation or dissolution (voluntary or involuntary) or otherwise. The holders of the Common Stock shall have no preemptive rights to subscribe for any shares of any class of stock of this Corporation whether now or hereafter authorized.

B. Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders. There shall be no cumulative voting.

C. Number. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

D. Dividends. Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding Preferred Stock.

E. Liquidation. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive ratably in all assets of the Corporation available for distribution to its stockholders, subject to any preferential rights of any then outstanding Preferred Stock.

Section 2. Preferred Stock.

Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law or this Amended and Restated Certificate of Incorporation. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless expressly provided in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided.

Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law and this Amended and Restated Certificate of Incorporation. Except as otherwise provided in this Amended and Restated Certificate of Incorporation, no vote of the holders of the Preferred

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Stock or Common Stock shall be a prerequisite to the designation or issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of this Amended and Restated Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

ARTICLE V

The Corporation shall have a perpetual existence.

ARTICLE VI

Unless and except to the extent that the Amended and Restated By-Laws of this Corporation shall so require, the election of directors need not be by written ballot.

ARTICLE VII

In furtherance of and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Amended and Restated By- Laws of this Corporation, provided, however, that, notwithstanding the fact that a lesser percentage may be specified by law, the Amended and Restated By-Laws shall not be altered, amended or repealed by the stockholders of the Corporation except by the affirmative vote of holders of more than fifty percent (50%) of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors; provided, however, that notwithstanding the foregoing, the affirmative vote of the holders of more than fifty percent (50%) of the DDi Europe Related Securities issued and outstanding and entitled to vote shall be required to alter, amend or repeal Section 12 of Article II of the Amended and Restated By-Laws.

ARTICLE VIII

Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

ARTICLE IX

Section 1. Indemnification. The Corporation shall, to the maximum extent permitted under the General Corporation Law of the State of Delaware and except as set forth below, indemnify, hold harmless and, upon request, advance expenses to each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any employee

3

benefit plan (any such person being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Notwithstanding anything to the contrary in this Article, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with any action, suit, proceeding, claim or counterclaim, or part thereof, initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation.

Section 2. Advance of Expenses. Notwithstanding any other provisions, this Amended and Restated Certificate Incorporation, the Amended and Restated By-Laws of the Corporation, or any agreement, vote of stockholder or disinterested directors, or arrangement to the contrary, the Corporation shall advance payment of expenses incurred by an Indemnitee in advance of the final disposition of any matter only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of the Indemnitee to make such repayment.

Section 3. Subsequent Amendment. No amendment, termination or repeal of this Article or of the relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

Section 4. Other Rights. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

Section 5. Reliance. Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

Section 6. Merger or Consolidation. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

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Section 7. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was, or has agreed to become, a director, officer, employee or agent of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan, against all expenses (including attorney’s fees) judgments, fines or amounts paid in settlement incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such expenses under the General Corporation Law of the State of Delaware.

Section 8. Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE X

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Amended and Restated Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE XI

Section 1. Number of Directors, Election and Term of Office. The number of directors which shall constitute the Board of Directors shall be seven. Within the limits specified herein and in the Amended and Restated By-Laws, the election of directors shall be determined by resolution of the Board of Directors or by the stockholders by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 3 of this Article XI. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided. The directors need not be stockholders of the corporation.

Section 2. Removal. The directors of the Corporation may not be removed without cause and may be removed for cause only by the affirmative vote of the holders of more than fifty percent (50%) of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote generally in the election of directors cast at a meeting of the stockholders called for that purpose, notwithstanding the fact that a lesser percentage may be specified by law.

Section 3. Vacancies. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

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Section 4. Stockholder Nominations and Introduction of Business, Etc. Procedures for and advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before either an annual or special meeting of stockholders shall be given in the manner provided by the Amended and Restated By-Laws of this Corporation.

Section 5. Amendment to Article. Notwithstanding any other provisions of law, this Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws, each as may be further amended, and notwithstanding the fact that a lesser percentage may be specified by law, this Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of the Corporation, the affirmative vote of more than fifty percent (50%) of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors shall be required to alter, amend or repeal any provision of this Article XI.

ARTICLE XII

Section 1. Dividends. The Board of Directors shall have authority from time to time to set apart out of any assets of the Corporation otherwise available for dividends a reserve or reserves as working capital or for any other purpose or purposes, and to abolish or add to any such reserve or reserves from time to time as said Board may deem to be in the interest of the Corporation; and said Board shall likewise have power to determine in its discretion, except as herein otherwise provided, what part of the assets of the Corporation available for dividends in excess of such reserve or reserves shall be declared in dividends and paid to the stockholders of the Corporation.

Section 2. Issuance of Stock. The shares of all classes of stock of the Corporation may be issued by the Corporation from time to time for such consideration as from time to time may be fixed by the Board of Directors of the Corporation, provided that shares of stock having a par value shall not be issued for a consideration less than such par value, as determined by the Board. At any time, or from time to time, the Corporation may grant rights or options to purchase from the Corporation any shares of its stock of any class or classes to run for such period of time, for such consideration, upon such terms and conditions, and in such form as the Board of Directors may determine. The Board of Directors shall have authority, as provided by law, to determine that only a part of the consideration which shall be received by the Corporation for the shares of its stock which it shall issue from time to time, shall be capital; provided, however, that, if all the shares issued shall be shares having a par value, the amount of the part of such consideration so determined to be capital shall be equal to the aggregate par value of such shares. The excess, if any, at any time, of the total net assets of the Corporation over the amount so determined to be capital, as aforesaid, shall be surplus. All classes of stock of the Corporation shall be and remain at all times nonassessable.

The Board of Directors is hereby expressly authorized, in its discretion, in connection with the issuance of any obligations or stock of the Corporation (but without intending hereby to limit its general power so to do in other cases), to grant rights or options to purchase stock of the Corporation of any class upon such terms and during such period as the Board of Directors shall determine, and to cause such rights to be evidenced by such warrants or other instruments as it may deem advisable.

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Section 3. Inspection of Books and Records. The Board of Directors shall have power from time to time to determine to what extent and at what times and places and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the Corporation, except as conferred by the laws of the State of Delaware, unless and until authorized so to do by resolution of the Board of Directors or of the stockholders of the Corporation.

Section 4. Location of Meetings, Books and Records. Except as otherwise provided in the Amended and Restated By-Laws, the stockholders of the Corporation and the Board of Directors may hold their meetings and have an office or offices outside of the State of Delaware and, subject to the provisions of the laws of said State, may keep the books of the Corporation outside of said State at such places as may, from time to time, be designated by the Board of Directors or by the Amended and Restated By-Laws of this Corporation.

ARTICLE XIII

At any time during which a class of capital stock of this Corporation is registered under Section 12 of the Securities Exchange Act of 1934 or any similar successor statute, stockholders of the Corporation may not take any action by written consent in lieu of a meeting. Notwithstanding any other provisions of law, this Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws, each as may be further amended, and notwithstanding the fact that a lesser percentage may be specified by law, this Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of the Corporation, the affirmative vote of more than fifty percent (50%) of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors shall be required to alter, amend or repeal any provision of this Article XIII.

ARTICLE XIV

Special meetings of stockholders may be called at any time by only the Chairman of the Board of Directors, the Chief Executive Officer (or if there is no Chief Executive Officer, the President), or in writing by any two (2) members of the Board of Directors of the Corporation. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. Notwithstanding any other provisions of law, this Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws, each as may be further amended, and notwithstanding the fact that a lesser percentage may be specified by law, this Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of the Corporation, the affirmative vote of more than fifty percent (50%) of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors shall be required to alter, amend or repeal any provision of this Article XIV.

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ARTICLE XV

The Board of Directors of this Corporation, when evaluating any offer of another party to make a tender or exchange offer for any equity security of the Corporation, shall, in connection with the exercise of its judgment in determining what is in the best interests of the Corporation as a whole, be authorized to give due consideration to any such factors as the Board of Directors determines to be relevant, including without limitation: (i) the interests of the stockholders of the Corporation; (ii) whether the proposed transaction might violate federal or state laws; (iii) not only the consideration being offered in the proposed transaction, in relation of the then current market price for the outstanding capital stock of the Corporation, but also to the market price for the capital stock of the Corporation over a period of years, the estimated price that might be achieved in a negotiated sale of the Corporation as a whole or in part or through orderly liquidation, the premiums over market price for the securities of other corporations in similar transactions, current political, economic and other factors bearing on securities prices and the Corporation’s financial condition and future prospects; and (iv) the social, legal and economic effects upon employees, suppliers, customers and others having similar relationships with the Corporation, and the communities in which the Corporation conducts its business.

In connection with any such evaluation, the Board of Directors is authorized to conduct such investigations and to engage in such legal proceedings as the Board of Directors may determine.

ARTICLE XVI

The Corporation expressly elects to be governed by Section 203 of the Delaware General Corporation Law.

*        *        *        *        *         *

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IN WITNESS WHEREOF, said DDi Corp. has caused this Amended and Restated Certificate of Incorporation to be signed by Joseph Gisch, its Senior Vice President, Strategic Planning and Business Development, and attested to by Timothy Donnelly, its Secretary, as of the day and year first set forth above.

DDi CORP.
By:	/S/ JOSEPH GISCH
	Name:	Joseph Gisch
	Title:	Senior Vice President, Strategic Planning and Business Development

ATTEST:
By:	/S/ TIMOTHY DONNELLY
	Name:	Timothy Donnelly
	Title:	Secretary

[SIGNATURE PAGE TO AMENDED AND RESTATED

DDi CORP. CERTIFICATE OF INCORPORATION]

EX-3.2

EX – 3.2

CERTIFICATE OF DESIGNATION

OF

SERIES A PREFERRED STOCK

OF

DDI CORP.

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

DDi Corp., a Delaware corporation (the “Corporation”), certifies that, pursuant to authority conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation of the Corporation filed concurrently herewith, and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors, at a meeting duly held on December     , 2003, adopted the following resolution, which resolution remains in full force and effect on the date hereof:

RESOLVED, that there is hereby established a series of authorized preferred stock, $0.001 par value per share, which shall be designated as “Series A Preferred Stock”, shall consist of 1,000,000 shares and shall have the following powers, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions thereof as follows:

Section 1. Dividends.

1A. General Obligation. When and as declared by the Corporation’s Board of Directors and to the extent permitted under the General Corporation Law of Delaware, the Corporation shall pay preferential dividends in cash to the holders of the Series A Preferred Stock (the “Preferred”) as provided in this Section 1. Except as otherwise provided herein, dividends on each share of the Preferred (each, a “Share” and collectively, the “Shares”) shall accrue on a daily basis at the rate of 15% per annum of the Liquidation Value thereof (plus all accumulated and unpaid dividends thereon), payable quarterly on the first day of each March, June, September and December in each year (each such date being called a “Dividend Payment Date”) beginning with the first such date following the issuance of the Shares. To the extent not paid on the Dividend Payment Dates, all dividends which have accrued on each Share outstanding during the three-month period (or other period in the case of the initial Dividend Payment Date) ending upon each such Dividend Payment Date shall be accumulated and shall remain accumulated dividends with respect to such Share until paid to the holder thereof pursuant to Section 1B. The date on which the Corporation initially issues any Share of Preferred shall be deemed to be its “date of issuance”

regardless of the number of times a transfer of such Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Share.

1B. Dividend Limitations. Notwithstanding anything herein to the contrary, such dividends on each Share of Preferred shall be payable only out of the DDi Europe Value. In connection with the foregoing, the Corporation shall used its best efforts to cause DDi Europe Limited (“DDi Europe”) to transfer the DDi Europe Value by way of dividend or otherwise to the Corporation to enable the Corporation to pay dividends on the Preferred on each Dividend Payment Date; provided however, that (i) the transfer of such DDi Europe Value by way of dividend or otherwise by DDi Europe to the Corporation is not prohibited by DDi Europe’s then existing financing agreements or applicable law and (ii) DDi Europe would have an aggregate cash balance of at least £2,000,000, as reflected upon its balance sheet prepared in accordance with U.K. GAAP, immediately following such transfer. In no event shall cash or other assets of the Corporation which do not constitute DDi Europe Value be distributed to any holder of Preferred upon any such dividend payment.

1C. Distribution of Partial Dividend Payments. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Preferred, such payment shall be distributed pro rata among the holders thereof based upon the number of Shares held by each such holder.

Section 2. Liquidation.

Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of the Preferred shall be entitled to be paid solely with any of the DDi Europe Value and before any distribution or payment is made out of DDi Europe Value upon any other equity security in an amount in cash equal to the aggregate Liquidation Value of all Shares held by such holder (plus all accrued and unpaid dividends thereon), and the holders of the Preferred shall not be entitled to any further payment. In no event shall cash or other assets of the Corporation which do not constitute DDi Europe Value be distributed to any holder of Preferred upon any such liquidation, dissolution or winding up of the Corporation.

Section 3. Priority of the Preferred on Dividends and Redemptions.

So long as any Preferred remains outstanding, without the prior written consent of the Required Holders, (a) the Corporation shall not, nor shall it permit any Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any equity security, nor (b) shall the Corporation directly or indirectly pay or declare any dividend or make any distribution upon any equity security, in each case (a) and (b), if such redemption, purchase, acquisition, dividend or distribution by the Corporation is effected using any of the DDi Europe Value.

Section 4. Redemptions.

4A. Mandatory Redemptions. The Corporation shall redeem all of the Shares of the Preferred (or such lesser number then outstanding) upon the later of (i) January 31, 2009 or

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(ii) the date upon which all obligations under the Amended and Restated Facilities Agreement dated as of May 27, 1999 by and between DDi Europe and the Bank of Scotland (as amended from time to time but not as to any extensions of the maturity date, the “BOS Credit Facility”) shall have been repaid in full (the “Mandatory Redemption Date”), to the extent permitted by law, at a price per Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon). Notwithstanding anything herein to the contrary, the Corporation shall effect such redemption using only and to the extent of the DDi Europe Value.

4B. Notice of Redemption. Except as otherwise provided herein, the Corporation shall mail written notice of each redemption of any Preferred to each record holder thereof not more than 60 nor less than 30 days prior to the date on which such redemption is to be made. In case fewer than the total number of Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Shares shall be issued to the holder thereof without cost to such holder within five business days after surrender of the certificate representing the redeemed Shares.

4C. Determination of the Number of Each Holder’s Shares to be Redeemed. Except as otherwise provided herein, the number of Shares of the Preferred to be redeemed from each holder thereof in redemptions hereunder shall be the number of Shares determined by multiplying the total number of Shares to be redeemed times a fraction, the numerator of which shall be the total number of Shares then held by such holder and the denominator of which shall be the total number of Shares then outstanding.

4D. Dividends After Mandatory Redemption Date or Change of Control Redemption Date. No Share shall be entitled to any dividends accruing after the date on which the Liquidation Value of such Share (plus all accrued and unpaid dividends thereon) is paid to the holder of such Share. On such date, all rights of the holder of such Share shall cease, and such Share shall no longer be deemed to be issued and outstanding.

4E. Redeemed or Otherwise Acquired Shares. Any Shares which are redeemed or otherwise acquired by the Corporation shall be canceled and retired to authorized but unissued shares and shall not be reissued, sold or transferred.

4F. Other Redemptions or Acquisitions. The Corporation shall not, nor shall it permit any Subsidiary to, redeem or otherwise acquire any Shares of the Preferred, except (i) as expressly authorized herein or (ii) pursuant to a purchase offer made pro rata to all holders of the Preferred on the basis of the number of Shares owned by each such holder, in each of case (i) and (ii), using only and to the extent of DDi Europe Value.

4G. Payment of Accrued Dividends. The Corporation may not redeem any Preferred, unless all dividends accrued on the outstanding Preferred through the immediately preceding Dividend Payment Date have been declared and paid in full.

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4H. Change of Control Redemptions.

(i) If a Change of Control has occurred or the Corporation reasonably believes that a Change of Control is likely to occur, the Corporation shall give prompt written notice of such Change of Control describing in reasonable detail the material terms and date or expected date of consummation thereof to each holder of the Preferred, and the Corporation shall give each holder of the Preferred prompt written notice of any material change in the terms or timing of such transaction. Each holder of the Preferred then outstanding may require the Corporation to redeem all, but not less than all, of the Preferred owned by such holder at a price per Share equal to 107% (during the first year following the date of issuance), 104% (during the second year following the date of issuance) and 101% (thereafter) of the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) by giving written notice to the Corporation of such election within twenty (20) business days following receipt of the Corporation’s notice of the consummation of a Change of Control (the “Expiration Date”).

Upon receipt of such election(s), the Corporation shall be obligated to redeem the aggregate number of Shares specified therein on the later of (a) the occurrence of the Change of Control or (b) five days after the Corporation’s receipt of such election(s) (the “Change of Control Redemption Date”). Notwithstanding anything herein to the contrary, such redemption shall be effected using only and to the extent of the DDi Europe Value.

If any proposed Change of Control does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, any holder of the Preferred may rescind such holder’s request for redemption by giving written notice of such rescission to the Corporation.

(ii) Redemptions made pursuant to this paragraph 4H shall not relieve the Corporation of its obligation to redeem any outstanding Shares of Preferred on the Mandatory Redemption Date pursuant to paragraph 4A above.

4I. No Dividends, Redemptions and Other Distributions under Certain Circumstances. Notwithstanding anything herein to the contrary, in the event (i) all the assets of the Corporation are sold to another person (other than the Corporation and/or its subsidiaries), (ii) every share of capital stock of DDi Europe held by the Corporation are sold to another person (other than the Corporation and/or its subsidiaries) or (iii) there is a merger of another person (other than the Corporation and/or its subsidiaries) with or into DDi Europe or a merger of DDi Europe with or into another person (other than the Corporation and/or its subsidiaries), and the result following any such event is that all of the DDi Europe Value is extinguished, then all the rights of each holder of Shares of Preferred shall cease and such Shares of Preferred shall terminate and no longer be deemed to be issued and outstanding; provided, however, that the determination in respect of whether all of the DDi Europe Value has been extinguished shall be reasonably acceptable to the Required Holders.

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Section 5. Voting Rights.

The holders of the Preferred, voting separately as a single class to the exclusion of all other classes of the Corporation’s capital stock and with each Share of the Preferred entitled to one vote, shall be entitled to vote and direct the Corporation to elect four (4) directors to the Board of Directors (the “Board”) of DDi Europe (the “Preferred Stock Appointed Directors”). Thereafter, the Corporation shall (a) elect such Preferred Stock Appointed Directors to the Board of DDi Europe, and if elected, (b) cause such Preferred Stock Appointed Directors to hold office for a period of two (2) years from the date of issuance of the Preferred. For each subsequent election of the Board of DDi Europe following such two (2) year period, the Corporation shall cause the number of the Preferred Stock Appointed Directors that may be elected to be based on the following EBITDA of DDi Europe; provided, however, that in the event there exists more than one EBITDA calculation, the EBITDA calculation delivered to and approved by the Board (or the audit committee of the Board) of DDi Europe shall control. Following the initial two (2) year term, the Corporation shall cause all subsequent Preferred Stock Appointed Directors to hold office for a period of one (1) year from the date of such subsequent election.

EBITDA	Number of the Preferred Stock Appointed Directors
$0 - $14,999,999.99	4
$15,000,000.00 - $24,999,999.99	3
$25,000,000.00 - $34,999,999.99	2
$35,000,000.00 or more	1

Except as otherwise set forth in this Section 5 and as otherwise required by applicable law, at all meetings of stockholders the holders of the Preferred are entitled to 1/100 of one vote for each Share held. There shall be no cumulative voting.

Section 6. Other Affirmative Covenants.

So long as any Shares of the Preferred remain outstanding, the Corporation agrees that it shall use its best efforts to:

(i) restrict DDi Europe from making any distributions or redemptions under any class or series of its capital stock (other than distributions or redemptions of the DDi Europe Value to be utilized by the Corporation to pay amounts due and owing to the Preferred);

(ii) limit DDi Europe from incurring additional indebtedness, which did not exist as of the date of issuance of the Preferred except (A) indebtedness in the ordinary course of business (e.g. trade credit); (B) purchase money indebtedness (e.g. capital lease obligations) in the ordinary course of business; and (C) refinancing indebtedness incurred for the purpose of discharging pre-existing indebtedness in an amount not to exceed the aggregate principal amount thereof, accrued and unpaid interest thereon and fees and expenses owing in connection therewith;

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(iii) restrict DDi Europe’s ability to amend its articles of association or bylaws to the extent that such amendments directly or indirectly affect the rights of the Preferred or its holders, including without limitation, any amendment which would directly or indirectly authorize or issue any additional shares of stock in DDi Europe or other securities convertible into or exercisable for shares of stock in DDi Europe ranking as to participation in the profits or the assets of DDi Europe senior to or on a parity with the Preferred;

(iv) restrict any asset disposition by DDi Europe, whether for value or not, without the prior written consent of the Required Holders except for (i) any asset disposition which is made in the ordinary course of business and involves only the sale of property that is either (A) inventory held for sale, (B) equipment, fixtures, supplies or materials no longer required in the operation of the Corporation’s business or is obsolete, (ii) any asset disposition, the proceeds of which are used to purchase other long term assets or (iii) any asset disposition that is made solely in exchange for cash consideration and the net cash proceeds therefrom are used to pay dividends on the Preferred in accordance with Section 1A hereof;

(v) cause DDi Europe, without contribution from the Corporation, to continue to (i) perform its own audit in accordance with UK GAAP standards, which audit shall be made available to the Corporation without charge from DDi Europe and (ii) prepare a description of its business and management for inclusion in the Corporation’s public filings.

Section 7. Negative Covenant.

So long as any Shares of the Preferred remain outstanding, the Corporation shall not sell, assign, transfer, pledge or hypothecate (each, a “Transfer”) the capital stock of DDi Europe held by the Corporation without the consent of the Required Holders, which consent shall not be unreasonably withheld, except in connection with any pledge or hypothecation (including any Transfer as a result of such pledge or hypothecation) to the Bank of Scotland.

Section 8. Events of Noncompliance.

8A. Definition. An Event of Noncompliance shall have occurred if:

(i) the Corporation breaches or otherwise fails to perform or observe any covenant or agreement set forth in subparagraph (i) through (iv) of Section 6;

(ii) the Corporation fails to redeem all outstanding Shares of the Preferred (including all accumulated and unpaid dividends on any and all outstanding Shares of the Preferred), whether or not such redemption or payment is legally permissible on the Change of Control Redemption Date or on the Mandatory Redemption Date; or

(iii) the Board of Directors of the Corporation does not appoint (if appointments are determined by the Board of Directors) or the Board of Directors or management of the Corporation does not nominate for election by the Corporation’s

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stockholders, at any time while any DDi Europe Related Securities are outstanding, those persons nominated by two holders of DDi Europe Related Securities (the “DDi Europe Representatives”) in the manner set forth in Section 12 of the Amended and Restated By-Laws of the Corporation.

8B. Consequences of Events of Noncompliance.

(i) If an Event of Noncompliance of the type described in Section 8A(i) (without reference to the Corporation’s best efforts) has occurred and continues for a period of 45 days, the dividend rate on the Preferred shall increase immediately by an increment of 2 percentage point(s). Such increase of the dividend rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date on which no Event of Noncompliance of the type described in Section 8A(i) exists, at which time the dividend rate shall return to 15% per annum.

(ii) If an Event of Noncompliance of the type described in Section 8A(ii) above has occurred, the Corporation shall use its best efforts to cause the Liquidation Value thereof (plus all accrued and unpaid dividends thereon and all costs and expenses associated with collecting the foregoing amounts) (collectively, the “Redemption Price”) to become the indebtedness of DDi Europe; provided, however, that (1) the result thereof would not render DDi Europe insolvent, (2) DDi Europe is not insolvent at the time the Redemption Price is converted into indebtedness of DDi Europe and (3) such indebtedness is subordinate to the prior payment in full in cash of all other indebtedness of DDi Europe but senior to the equity of DDi Europe.

If DDi Europe is able to incur such additional indebtedness without violating clauses (1), (2) and (3) described in the preceding paragraph or applicable law, the Corporation shall exchange all of the outstanding Shares of Preferred for subordinated notes of DDi Europe (the “Exchange Notes”) in an aggregate principal amount equal to the Redemption Price. Upon consummation of such exchange, the rights of the holders of Shares of Preferred so exchanged shall cease as stockholders of the Corporation with respect to such Shares, and the Person or Persons entitled to receive the Exchange Notes issuable upon exchange shall be treated for all purposes as the holder or holders of such Exchange Notes. The outstanding principal amount of each Exchange Note shall be due and payable in full on demand by the respective holder of such Exchange Note. The Corporation shall cause the Exchange Notes to be duly executed and authenticated by DDi Europe as of the date on which such exchange is effective.

Notwithstanding (1) the Corporation’s best efforts to cause the Redemption Price to become the indebtedness of DDi Europe, (2) the insolvency of DDi Europe at the time the Redemption Price is converted into indebtedness of DDi Europe or (3) DDi Europe being rendered insolvent as a result of the Redemption Price being converted into indebtedness of DDi Europe, if DDi Europe does not issue such indebtedness in an aggregate principal amount equal to the Redemption Price (or does not immediately issue such indebtedness on the Mandatory Redemption Date or Change of Control Redemption Date, as the case may be, following the failed redemption of the Preferred), then the holders of Shares of the Preferred shall be granted full voting power with respect to the capital stock of DDi Europe then held by the Corporation pursuant to a voting agreement with the Corporation. In addition, the Required Holders shall have the right, at their option, to request that the capital stock of DDi Europe then held by the

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Corporation be valued by an Independent Valuation Firm as of a valuation date no earlier than the date that is six months prior to the date that the valuation is delivered to the Corporation and the holders of Shares of the Preferred, the cost of which valuation shall initially be paid by the Corporation. At any time within 90 days of the delivery of such valuation to the Corporation and the holders of Shares of the Preferred, the Required Holders shall have the right to require the Corporation to transfer to all holders of Shares of the Preferred on a pro rata basis based on the number of Shares held by each holder of Preferred that number of shares of capital stock of DDi Europe then held by the Corporation having a value equal to the Redemption Price as of the Mandatory Redemption Date or Change of Control Redemption Date, as the case may be (less the cost of the Independent Valuation Firm fees and expenses paid by the Corporation). If the Redemption Price as of the Mandatory Redemption Date or Change of Control Redemption Date, as the case may be (less the cost of the Independent Valuation Firm fees and expenses paid by the Corporation) exceeds the value of all of the shares of capital stock of DDi Europe then held by the Corporation, then all of the shares of capital stock of DDi Europe then held by the Corporation shall be transferred to the holders of Shares of the Preferred pro rata based on the number of Shares held by each holder of Preferred. If the Required Holders do not elect to require that the requisite number of shares of capital stock of DDi Europe be transferred to the holders of Shares of the Preferred for any reason, the holders of Shares of the Preferred shall reimburse the Corporation for the cost of the Independent Valuation Firm fees and expenses paid by the Corporation. The valuation prepared by the Independent Valuation Firm shall be final and binding on the holders of Shares of the Preferred and the Corporation for purposes hereof.

At the time that the shares of capital stock of DDi Europe are transferred to the holders of Shares of the Preferred in accordance with the preceding paragraph, then all of the Shares of the Preferred shall automatically cancel, terminate and be of no further force and effect. In the event the Corporation fails to transfer the capital stock of DDi Europe to the holders of Shares of the Preferred if required pursuant to the preceding paragraph, then the holders of Shares of the Preferred shall be entitled only to a remedy of specific performance to cause such transfer. If the shares of capital stock of DDi Europe are not transferred to the holders of Shares of the Preferred (either because of a violation by the Corporation of the preceding paragraph or because the Required Holders do not exercise their right to have such shares of capital stock of DDi Europe transferred), then the Preferred shall continue to accrue dividends at a dividend rate of 17% per annum for so long as the Preferred remains outstanding.

(iii) if an Event of Noncompliance of the type described in Section 8A(iii) above has occurred, the dividend rate on the Preferred shall increase immediately by an increment of 2 percentage point(s) effective retroactively to the date of issuance. Such increase in the dividend rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date in which no Event of Noncompliance of the type described in Section 8(A)(iii) exists, at which time the dividend rate shall return to 15% per annum. Notwithstanding the foregoing, if (i) any member of the Board of Directors of the Corporation who holds Shares of Preferred (or who is a stockholder, director, member, partner, employee or otherwise an affiliate of a person or entity who holds Shares of Preferred (each, a “Preferred Stock Board Member”) votes against an appointment or nominee to the Board of Directors nominated by the DDi Europe Representatives (the “Recommended Board Member”) in accordance with the provisions in Section 12 of Article II of the Amended and Restated By-Laws of the Corporation, (ii) such

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Recommended Board Member is not appointed or nominated to the Board of Directors of the Corporation because one or more Preferred Stock Board Members votes against such Recommended Board Member and (iii) such Recommended Board Member would have been appointed or nominated to the Board of Directors of the Corporation had such Preferred Stock Board Member voted for such Recommended Board Member, then there shall be no increase in the dividend rate pursuant to the provisions of this Section.

(iv) If any Event of Noncompliance exists, each holder of the Preferred shall also have any other rights which such holder is entitled to under any contract or agreement at any time and any other rights which such holder may have pursuant to applicable law.

Section 9. Conversion of Preferred.

Notwithstanding anything herein to the contrary, in the event the BOS Consent is received by the Corporation on or after the date of issuance of the Preferred, then on the business day immediately following receipt of written acknowledgement from each of the Co-Sponsors and the Required Lenders that the BOS Consent is in form and substance reasonably satisfactory to the Co-Sponsors and the Required Lenders, then (i) the New Articles of Association of DDi Europe in the form attached hereto as Exhibit 1 shall be adopted and effective, and (ii) each outstanding Share of Preferred shall convert into or be exchanged for one (1) share of preferred stock of DDi Europe (the “European Preferred”), which European Preferred shall have the powers, preferences, rights, qualifications, limitations and restrictions as set forth in such New Articles of Association.

Section 10. Registration of Transfer.

The Corporation shall keep at its principal office a register for the registration of the Preferred. Upon the surrender of any certificate representing Preferred at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of Shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of Shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Preferred represented by such new certificate from the date to which dividends have been fully paid on such Preferred represented by the surrendered certificate.

Section 11. Replacement.

Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Shares of the Preferred, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a

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new certificate of like kind representing the number of Shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Preferred represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

Section 12. Definitions.

“Ad Hoc Committee” means the group of holders of the 5.25% convertible subordinated notes and the 6.25% convertible subordinated notes who formed a committee chaired by Tablerock Fund Management, LLC and represented by Stutman, Treister & Glatt Professional Corporation.

“Bank of Scotland” means the Governor and Company of the Bank of Scotland, in its various capacities under the BOS Credit Facility.

“Board” has the meaning set forth in Section 5 hereof.

“BOS Consent” means the consent of Bank of Scotland, pursuant to the BOS Credit Facility, to the issuance of the European Preferred by DDi Europe, which shall be in form and substance reasonably satisfactory to the Co-Sponsors and the Required Lenders.

“BOS Credit Facility” has the meaning set forth in Section 4A hereof.

“Change of Control” occurs if (1) the Corporation fails to control directly more than 50% of the voting stock of DDi Europe, (2) all or substantially all of the assets of DDi Europe are sold to another person (other than the Corporation and/or its subsidiaries), or (3) the merger or consolidation of DDi Europe with or into another person (other than the Corporation and/or its subsidiaries) or the merger of another person (other than the Corporation and/or its subsidiaries) with or into DDi Europe, or if the securities of DDi Europe that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the voting stock of DDi Europe are changed into or exchanged for cash, securities or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving person or transferee that represent, immediately after such transaction, a majority of the aggregate voting power of the voting stock of the surviving person or transferee.

“Change of Control Redemption Date” has the meaning set forth in Section 4H hereof.

“Co-Sponsors” means the Ad Hoc Committee, DDi Europe, DDi Intermediate Holdings Corp., Dynamic Details, Incorporated and Dynamic Details, Incorporated, Silicon Valley.

“DDi Europe” has the meaning set forth in Section 1B hereof.

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“DDi Europe Related Securities” means (a) the Shares of Preferred, or (b) the shares of European Preferred in the event of a conversion of the Shares of Preferred into shares of European Preferred pursuant to Section 9 hereof, or (c) the Exchange Notes in the event of an exchange pursuant to Section 8B(ii) hereof.

“DDi Europe Representatives” has the meaning set forth in Section 8A(iii) hereof.

“DDi Europe Value” means (i) the capital stock of DDi Europe and (ii) any cash, property or other assets of DDi Europe or any of its direct and indirect subsidiaries that is transferred to the Corporation by way of dividend or otherwise.

“Dividend Payment Date” has the meaning set forth in Section 1A hereof.

“EBITDA” as of any date of determination, means consolidated earnings before interest, taxation, depreciation and amortization and after making appropriate adjustments for extraordinary cash charges and/or gains as certified by DDi Europe’s auditors from time to time and based upon the statutory accounts of DDi Europe and its Subsidiaries for the twelve (12) months ended immediately prior to such date of determination.

“European Preferred” has the meaning set forth in Section 9 hereof.

“Exchange Notes” has the meaning set forth in Section 8B(ii) hereof.

“Expiration Date” has the meaning set forth in Section 4H hereof.

“Independent Valuation Firm” means a nationally recognized independent valuation firm selected by the Required Holders, subject to the reasonable approval of the Corporation. If such nationally recognized independent valuation firm is not reasonably acceptable to the Corporation, then the Corporation shall, within 30 days of receiving notification of the valuation firm selected by the Required Holders, select a second nationally recognized independent valuation firm reasonably acceptable to the Required Holders. If such second nationally recognized independent valuation firm is not reasonably acceptable to the Required Holders, as notified to the Corporation within 30 days of receiving notification of the valuation firm selected by the Corporation, such second nationally recognized independent valuation firm together with the first nationally recognized valuation firm selected by the Required Holders, shall select within 15 days a third nationally recognized independent valuation firm that shall be the “Independent Valuation Firm”.

“Liquidation Value” of any Share as of any particular date shall be equal to $15.00 per Share.

“Mandatory Redemption Date” has the meaning set forth in Section 4A hereof.

“Person” means an individual, a partnership, a corporation, a limited liability company, a limited liability, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

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“Preferred” has the meaning set forth in Section 1A hereof.

“Preferred Stock Appointed Directors” has the meaning set forth in Section 5 hereof.

“Preferred Stock Board Member” has the meaning set forth in Section 5 hereof.

“Recommended Board Member” has the meaning set forth in Section 8(B)(iii) hereof.

“Redemption Price” has the meaning set forth in Section 8B(ii) hereof.

“Required Holders” means the holders of a majority of the outstanding Shares of Preferred.

“Required Lenders” has the meaning set forth in the Second Amended and Restated Credit Agreement dated as of December     , 2003 by and among Dynamic Details, Incorporated, JPMorgan Chase Bank, as Administrative Agent and the other parties thereto.

“Shares” has the meaning set forth in Section 1A hereof.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing general partner of such limited liability company, partnership, association or other business entity.

“Transfer” shall have the meaning set forth in Section 7 hereof.

Section 13. Amendment and Waiver.

No amendment, modification, alteration, repeal or waiver of any provision of Sections 1 to 12 hereof shall be binding or effective without the prior written consent of the Required Holders at the time such action is taken; provided that no such action shall change (a) the rate at which or the manner in which dividends on the Preferred accrue or the times at which such dividends become payable or the amount payable on redemption of the Preferred or the times at which redemption of the Preferred is to occur, without the prior written consent of the Required Holders, or (b) the percentage required to approve any change described in clause

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(a) above, without the prior written consent of the holders of at least 50% of the Preferred then outstanding; and provided further that no amendment, modification, alteration, repeal or waiver of the terms or relative priorities of the Preferred may be accomplished by the merger, consolidation or other transaction of the Corporation with another corporation or entity unless the Corporation has obtained the prior written consent of the holders of the applicable percentage of the Preferred then outstanding.

Section 14. Notices.

Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any stockholder, at such holder’s address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder).

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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed by Joseph Gisch, its Senior Vice President, Strategic Planning and Business Development and attested by Timothy Donnelly, its Secretary, this 12th day of December, 2003.

DDi CORP.
By:	/s/     Joseph Gisch
	Name: Joseph Gisch
	Title: Senior Vice President, Strategic Planning     and Business Development

Attest:

/s/    Timothy Donnelly

Name: Timothy Donnelly

Title: Secretary

[SIGNATURE PAGE TO CERTIFICATE OF DESIGNATION]

EX-3.3

EX – 3.3

AMENDED AND RESTATED BY-LAWS

OF

DDi CORP.

ARTICLE I

OFFICES

Section 1. Registered Offices. The registered office of DDi Corp. (the “Corporation”) in the State of Delaware shall be located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the Corporation may by changed from time to time by action of the Board of Directors.

Section 2. Other offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 3. Books. The books of the Corporation may be kept within or without of the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the stockholders for the election of directors will be held at such place, within or without the State of Delaware, or, if so determined by the board of directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) in its sole discretion, at no place (but rather by means of remote communication), as may be fixed from time to time by the board of directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President). Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, or, if so determined by the board of directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) in its or his sole discretion, at no place (but rather by means of remote communication), as may be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meeting. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held within six months after the end of each fiscal year on a date to be fixed by the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President), unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal

holiday, or at such other date and time as shall be fixed by the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) and stated in the notice of the meeting. If no annual meeting is held in accordance with the foregoing provisions, the Board of Directors shall cause the meeting to be held as soon thereafter as convenient. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these Amended and Restated By-Laws (the “By-Laws”) to the annual meeting of stockholders shall be deemed to refer to such special meeting.

Section 3. Special Meeting. Special meetings of stockholders may be called at any time by only the Chairman of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or in writing by any two (2) members of the Board of Directors of the Corporation. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Section 4. Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting in accordance with applicable law, The notices of all meetings shall state the place, date and hour of the meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation.

Section 5. Voting. At least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, with the address of and the number of voting shares registered in the name of each, shall be prepared by the officer or agent having charge of the stock transfer books and shall be open to examination by any stockholder on either a reasonably accessible electronic network (for which such information required to access the electronic network shall be provided with the notice of the meeting) or at the Corporation’s principal place of business during ordinary business hours. Such list shall be open to the examination of any stockholder, for the purpose germane to the meeting, as required by applicable law. If the place of the meeting is to be held at a place, such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any stockholder who may be present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 6. Quorum. Except as otherwise provided by law, the Amended and Restated Certificate of Incorporation or these By-Laws, the holders of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business.

2

Section 7. Adjournments. Any meeting of stockholders may be adjourned to any other time and to any other place at which a meeting of stockholders may be held under these By-Laws by a majority of the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as Secretary of such meeting. It shall not be necessary to notify any stockholder of any adjournment of less than thirty (30) days if the time and place of the adjourned meeting are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

Section 8. Voting and Proxies. Except as otherwise provided by the General Corporation law of the State of Delaware, the Amended and Restated Certificate of Incorporation or these By-Laws, each stockholder shall have one vote for each share of capital stock entitled to vote and held of record by such stockholder. Each stockholder of record entitled to vote at a meeting of stockholders may vote in person or may authorize another person or persons to vote or act for him or her by written proxy executed by the stockholder or his or her authorized agent and delivered to the Secretary of the Corporation. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period. Voting at meetings of stockholders need not be by written ballot and may be by electronic means, as determined by the board of directors in its sole discretion.

Section 9. Proxy Representation. Every stockholder may authorize another person or persons to act for him or her by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. The delivery of a proxy on behalf of a stockholder consistent with telephonic or electronically transmitted instructions obtained pursuant to procedures of the Corporation reasonably designed to verify that such instructions have been authorized by such stockholder shall constitute execution and delivery of the proxy by or on behalf of the stockholder. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof. A proxy purporting to be authorized by or on behalf of a stockholder, if accepted by the Corporation in its discretion, shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger.

Section 10. Action at Meeting. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the Amended and Restated Certificate of Incorporation or by these By-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

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Section 11. Nomination of Directors. Except as otherwise set forth in Section 12 below, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. The nomination for election to the Board of Directors of the Corporation at a meeting of stockholders may be made by the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at such meeting who complies with the notice procedures set forth in this Section 2.11. Such nominations (other than (i) nominations of the type set forth in Section 12 or (ii) nominations made by or on behalf of the Board of Directors) shall be made by notice in writing delivered or mailed by first class United States mail, postage prepaid, to the Secretary, and received at the principal executive offices of the Corporation not less than sixty days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that if the annual meeting is not held within thirty (30) days before or after such anniversary date, then such nomination shall have been delivered to or mailed and received by the Secretary not later than the close of business on the 10th day following the date on which the notice of the meeting was mailed or such public disclosure was made, whichever occurs first.

Section 12. Preferred Nomination of Directors. Notwithstanding anything set forth in these By-Laws to the contrary, prior to any election by stockholders or appointments by the Board of Directors, if there are not remaining at the time of any such election by the stockholders or any such appointment by the Board of Directors two members of the Board of Directors who have been previously been nominated as nominees by the DDi Europe Representatives (as defined below) and who will continue to serve as members of the Board of Directors after any such appointment or election, (a) two holders of the Series A preferred stock of the Corporation, or (b) two holders of the preferred stock of DDi Europe Limited (“DDi Europe”) in the event the Series A preferred stock of the Corporation has been converted into preferred stock of DDi Europe, or (c) two holders of the subordinated debt of DDi Europe in the event of an exchange pursuant to Section 8B(ii) of the Certificate of Designation (each of (a), (b) and (c) are referred to herein as the “DDi Europe Related Securities”) (who initially will be Providence Capital, LLC and Tablerock Fund Management, LLC, the “DDi Europe Representatives”), together, shall be entitled to nominate two persons in good faith (the “Designation Right”) to the Board of Directors (or more frequently in the event any such DDi Europe Representative transfers any of its DDi Europe Related Securities along with its Designation Right to an unaffiliated third party) who shall be qualified and otherwise appropriate candidates for the Board of Directors in the event of an election by the stockholders and a number of nominees necessary to result in there being two acting members of the Board of Directors who have been recommended by such DDi Europe Representatives in the event of an appointment by the Board of Directors. Such nominations shall be made by notice in writing delivered or mailed by first class United States mail, postage prepaid, to the Secretary, and received at the principal executive offices of the Corporation within sixty (60) days after the request in writing by the Board of Directors for such nominations (or more frequently in the event such DDi Europe Representative and any transferee thereof each certify that such DDi Europe Representative has transferred its shares of DDi Europe Related Securities to such transferee).

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Section 13. Notices for Nominations. All notices containing nominations set forth in Sections 11 and 12 shall set forth (a) as to each proposed nominee (i) the name, age, business address and, if known, residence address of each such nominee, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee, and (iv) any other information concerning the nominee that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, including such person’s written consent to be named as a nominee and to serve as a director if elected; and (b) as to the stockholder (including without limitation, the DDi Europe Representative) giving the notice (i) the name and address, as they appear on the Corporation’s books, of such stockholder and (ii) the class and number of shares of the Corporation which are beneficially owned by such stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

The chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

Section 14. Notice of Business at Annual Meetings. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, (c) otherwise properly brought before an annual meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, if such business relates to the election of directors of the Corporation, the procedures in Sections 2.11 and 2.12 must be complied with. If such business relates to any other matter, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provide, however, that if the annual meeting is not held within thirty (30) days before or after such anniversary date, then for the notice by the stockholder to be timely it must be so received not later than the close of business on the 10th day following the date on which the notice of the meeting was mailed or such public disclosure was made, whichever occurs first. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (c) the class and number of shares of the Corporation which are beneficially owned by the stockholder and (d) any material interest of the stockholder in such business. Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 2.14, except that any stockholder proposal which complies with Rule 14a-8 of the proxy rules, or any successor provision, promulgated under the Securities Exchange Act of 1934, as amended, and is to be included in the Corporation’s proxy statement for an annual meeting of stockholders shall be deemed to comply with the requirements of this Section 2.14.

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The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 2.14, and if he or she should so determine, the chairman shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Section 15. Action without Meeting. For so long as this Corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, stockholders may not take any action by written consent in lieu of a meeting.

Section 16. Organization. The Chairman of the Board, or in his or her absence the President shall call meetings of the stockholders to order, and act as chairman of such meeting; provided, however, that the Board of Directors may appoint any stockholder to act as chairman of any meeting in the absence of the Chairman of the Board. The Secretary of the Corporation shall act as secretary at all meetings of the stockholders; provided, however, that in the absence of the Secretary at any meeting of the stockholders, the acting chairman may appoint any person to act as secretary of the meeting.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the Corporation except as otherwise provided by law, the Amended and Restated Certificate of Incorporation or these By-Laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the Board of Directors shall be seven and shall initially be comprised as of the date these By-Laws become effective as follows: (1) David Blair, (2) Bruce McMaster, (3) Andrew Lietz, (4) Robert Amman, (5) Robert Guezuraga, (6) Jay Hunt and (7) Carl Vertuca. Within the limits specified, the election of directors shall be determined by resolution of the Board of Directors or by the stockholders by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided. The directors need not be stockholders of the Corporation.

Section 3. Compensation. Beginning on the date these By-Laws become effective, all current and future directors who are not employees of the Corporation or any of its subsidiaries shall receive a (1) $15,000 annual retainer, (2) $5,000 annual committee retainer, (3)

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$1,000 per meeting attended and (4) $500 per committee meeting attended. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service.

Section 4. Vacancies. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board of Directors, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next election, subject to the election and qualification of his or her successor and to his or her earlier death, resignation or removal.

Section 5. Resignation. Any director may resign by delivering his or her written resignation to the Corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 6. Regular Meeting. The regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall be determined from time to time by the Board of Directors; provided, that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

Section 7. Special Meeting. Special meetings of the Board of Directors may be held at any time and place. within or without the State of Delaware, designated in a call by the Chairman of the Board of Directors, the Chief Executive Officer (or if there is no Chief Executive Officer, the President), two or more directors or by one director in the event that there is only a single director in office.

Section 8. Notice of Special Meetings. Notice of any special meeting of the Board of Directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. The notice shall be duly given to each director (i) by giving notice to such director in person or by telephone at least twenty four (24) hours in advance of the meeting, (ii) by sending a telegram, telecopy, or telex, or delivering written notice by hand, to his or her last known business or home address at least twenty four (24) hours in advance of the meeting, or (iii) by mailing written notice to his or her last known business or home address at least seventy two (72) hours in advance of the meeting. A notice or waiver of notice of a special meeting of the Board of Directors need not specify the purposes of the meeting.

Section 9. Meeting by Telephone Conference Calls. The Board of Directors or any members of any committee of the Board of Directors designated by the directors may participate in a meeting at the Board of Directors or such committee by means of conference telephone, video conference or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at such meeting.

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Section 10. Quorum. A majority of the total number of the whole Board of Directors shall constitute a quorum at all meetings of the Board of Directors. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than one-third (1/3) of the number of directors so fixed constitute a quorum. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, other than announcement at the meeting, until a quorum shall be present.

Section 11. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, the Amended and Restated Certificate of Incorporation or these By-Laws.

Section 12. Action by Consent. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writings or electronic transmission or transmissions are filed with the records of the meetings of the board or of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Section 13. Removal. The directors of the Corporation may not be removed without cause and may be removed for cause only by the affirmative vote of the holders of more than fifty percent (50%) of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote generally in the election of directors cast at a meeting of the stockholders called for that purpose.

Section 14. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the General Corporation Law of the State of Delaware, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-Laws for the Board of Directors.

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ARTICLE IV

OFFICERS

Section 1. Enumeration. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary and a Treasurer. The Board of Directors may appoint other officers with such titles and powers as it may deem appropriate, including, without limitation one or more Vice Presidents and one or more Controllers.

Section 2. Election. The Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting.

Section 3. Qualification. No officer need be a stockholder of the Corporation. Any two or more offices may be held by the same person.

Section 4. Tenure. Except as otherwise provided by law, by the Amended and Restated Certificate of Incorporation or by these By-Laws, each officer shall hold office until his or her successor is elected and qualified, unless a different term is specified in the vote choosing or appointing him or her, or until his or her earlier death, resignation or removal.

Section 5. Resignation and Removal. Any officer may resign by delivering his or her written resignation to the Corporation at its principal office or to the Chief Executive Officer or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer may be removed at any time, with or without cause, by vote of a majority of the entire number of directors then in office.

Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following his or her resignation or removal, or any right to damages on account of such removal, whether his or her compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the Corporation.

Section 6. Vacancies. The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of Chief Executive Officer, President, Secretary and Treasurer. Each such successor shall hold office for the unexpired term of his or her predecessor and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

Section 7. Chairman of the Board. The Board of Directors may appoint a Chairman of the Board. If the Board of Directors appoints a Chairman of the Board, he or she shall perform such duties and possess such powers as are assigned to him or her by the Board of Directors.

Section 8. Chief Executive Officer. The Chief Executive Officer shall, subject to the direction of the Board of Directors, have general charge and supervision of the business of the Corporation. Unless otherwise provided by the Board of Directors, he or she shall preside at all

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meetings of the stockholders and, if he or she is a director and subject to the provisions of Section 4.7, at all meetings of the Board of Directors. The Chief Executive Officer shall perform such other duties and possess such other powers as the Board of Directors may from time to time prescribe.

Section 9. President. The President shall perform such duties and possess such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Chief Executive Officer, the President shall perform the duties of the Chief Executive Officer and when so performing shall have all the powers of and be subject to all the restrictions upon the office of Chief Executive Officer.

Section 10. Chief Financial Officer. The Chief Financial Officer shall perform such duties and possess such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. The Chief Financial Officer shall have the custody of the corporate funds and securities; shall keep full and accurate all books and accounts of the Corporation as shall be necessary or desirable in accordance with applicable law or generally accepted accounting principles; shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as may be ordered by the Chairman of the Board or the Board of Directors; shall cause the funds of the Corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the Board of Directors, at its regular meeting or when the Board of Directors so requires, an account of the Corporation.

Section 11. Vice Presidents. Any Vice President shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the President may from time to time prescribe. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other such title.

Section 12. Controllers. Any Controller shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or any Vice President may from time to time prescribe. The Board of Directors may assign to any Controller the title of Assistant Controller or any other such title.

Section 13. Secretary. The Secretary shall perform such duties and possess such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the Secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.

In the event of the absence, inability or refusal to act of the Secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

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Section 14. Treasurer. The Treasurer shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Chief Financial Officer may from time to time prescribe. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of Treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the Corporation, to deposit funds of the Corporation in depositories selected in accordance with these By-Laws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the Corporation. Unless the Board of Directors has designated another officer as Chief Financial Officer, the Treasurer shall be the Chief Financial Officer of the Corporation.

In the event of the absence, inability or refusal to act of the Treasurer, the Board of Directors shall appoint a temporary treasurer, who shall perform the duties and exercise the powers of the Treasurer.

Section 15. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these By-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors.

Section 16. Salaries. Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

ARTICLE V

CAPITAL STOCK

Section 1. Issuance of Stock. Unless otherwise voted by the stockholders and subject to the provisions of the Amended and Restated Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any unissued balance of the authorized capital stock of the Corporation held in its treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine.

Section 2. Certificates of Stock. Every holder of stock of the Corporation shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by him or her in the Corporation. Each such certificate shall be signed by, or in the name of the Corporation by, the Chairman of the Board of Directors, the Chief Executive Officer or the President, and the Treasurer or the Secretary of the Corporation. Any or all of the signatures on the certificate may be a facsimile.

Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Amended and Restated Certificate of Incorporation, these By-Laws, applicable securities laws or any agreement among any number of stockholders or among such holders and the Corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

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Section 3. Transfer. Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the Corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Amended and Restated Certificate of Incorporation or by these By-Laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes. including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance wit the requirements of these By-Laws.

Section 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the Corporation or any transfer agent or registrar.

Section 5. Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Dividends. Subject to limitations contained in the General Corporation Law of the State of Delaware, the Amended and Restated Certificate of Incorporation and these By-laws, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of the capital stock of the Corporation.

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ARTICLE VI

GENERAL PROVISIONS

Section 1. Fiscal Year. Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December in each year.

Section 2. Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board of Directors.

Section 3. Waiver of Notice. Whenever any notice whatsoever is required to be given by law, by the Amended and Restated Certificate of Incorporation or by these By-Laws, a waiver of such notice either in writing signed by the person entitled to such notice or such persons duly authorized attorney, or by telegraph, cable or any other available method, whether before, at or after the time stated in such waiver, or by the appearance of such person at such meeting in person or by proxy, shall be deemed equivalent to such notice. Any member of the Board of Directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 4. Voting of Securities. Except as the directors may otherwise designate, the Chief Executive Officer or Treasurer may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this Corporation (with or without power of substitution) at, any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this Corporation.

Section 5. Evidence of Authority. A certificate by the Secretary, or a temporary secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall, as to all persons who rely on the certificate in good faith, be conclusive evidence of such action.

Section 6. Certificate of Incorporation. All references in these By-Laws to the Certificate of Incorporation shall be deemed to refer to the Amended and Restated Certificate of Incorporation of the Corporation, as may be further amended or restated and in effect from time to time.

Section 7. Transactions with Interested Parties. No contract or transaction between the Corporation and one or more of the directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be void or voidable

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solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors which authorizes the contract or transaction or solely because his, her or their votes are counted for such purpose, if:

(a) The material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee of the Board of Directors in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;

(b) The material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee of the Board of Directors, or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 8. Severability. Any determination that any provision of these By-Laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-Laws.

Section 9. Pronouns. All pronouns used in these By-Laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

Section 10. Contracts. In addition to the powers otherwise granted to officers pursuant to Article 4 hereof, the Board of Directors may authorize any officer or officers, or any agent or agents, of the Corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 11. Loans. To the extent permitted by law, the Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiaries, including any officer or employee who is a Director of the Corporation or its subsidiaries, whenever, in the judgment of the Directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation. Nothing in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any statute.

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Section 12. Inspection of Books and Records. The Board of Directors shall have power from time to time to determine to what extent and at what times and places and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the Corporation, except as conferred by the laws of the State of Delaware, unless and until authorized so to do by resolution of the Board of Directors or of the stockholders of the Corporation,

Section 13. Section Headings. Section headings in these By-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 14. Inconsistent Provisions. In the event that any provision of these By-laws is or becomes inconsistent with any provision of the Amended and Restated Certificate of Incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these By-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VII

AMENDMENTS

Section 1. By the Board of Directors. Any provision of these By-Laws (other than Section 12 of Article II) may be altered, amended or repealed or new By-Laws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

Section 2. By the Stockholders. Notwithstanding any other provision of law, the Amended and Restated Certificate of Incorporation or these By-Laws, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of more than fifty percent (50%) of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote shall be required to alter, amend or repeal any provision of these By-Laws (other than Section 12 of Article II) or to adopt new By-Laws; provided, however that the affirmative vote of the holders of more than fifty percent (50%) of the DDi Europe Related Securities issued and outstanding and entitled to vote shall be required to alter, amend or repeal Section 12 of Article II of these By-Laws.

ARTICLE VIII

NOTICES AND WAIVERS GENERALLY

Section 1. Form of Notice. Whenever by law, the Amended and Restated Certificate of Incorporation or these By-Laws, notice is to be given to any director or stockholder, and no provision is made as to how such notice will be given, such notice shall be given, in writing, by mail, postage prepaid, addressed to such director or stockholder at such address as appears on the books of the Corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time the same is deposited in the United States mails. Notice to stockholders may be given by a form of electronic transmission consented to by the stockholders to whom the notice is given.

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Notice to directors may be given by telecopier, electronic mail or other means of electronic transmission.

Section 2. Waiver. Whenever any notice is required to be given to any stockholder or director as required by law, the Amended and Restated Certificate of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice or a waiver of notice by electronic transmission, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a stockholder or director at a meeting shall constitute a waiver of notice of such meeting, except where such a stockholder or director attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

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EX-3.4

EX – 3.4

AMENDED AND RESTATED BY-LAWS

OF

DDI CAPITAL CORP.

ARTICLE I

CORPORATE OFFICES

1.1 PRINCIPAL OFFICE. The board of directors shall fix the location of the principal executive office of DDi Capital Corp. (the “Corporation”) at any place within or outside the State of California. If the principal executive office is located outside such state and the Corporation has one or more business offices in such state, then the board of directors shall fix and designate a principal business office in the State of California.

1.2 OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

2.1 PLACE OF MEETINGS. Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the Corporation.

2.2 ANNUAL MEETING. The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day. At the meeting, directors shall be elected, and any other proper business may be transacted.

2.3 SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the board of directors, or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

If a special meeting is called by any person or persons other than the board of directors or the president or the chairman of the board, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president or the secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these

Amended and Restated By-Laws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than 25 nor more than 45 days after the receipt of the request. If the notice is not given within 10 days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held.

2.4 NOTICE OF SHAREHOLDERS’ MEETINGS. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 of these Amended and Restated By-Laws not less than 10 (or, if sent by third-class mail pursuant to Section 2.5 of these Amended and Restated By-Laws, 30) nor more than 60 days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted (no business other than the specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders (but subject to the provisions of the next paragraph of this Section 2.4 any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the board intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the General Corporation Law of the State of California (the “Code”), (ii) an amendment of the articles of incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the Corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the Corporation, pursuant to Section 1900 of the Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, then the notice shall also state the general nature of that proposal.

2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Written notice of any meeting of shareholders shall be given either (i) personally or (ii) by first-class mail or (iii) by third-class mail by only if the Corporation ahs outstanding shares held of record by 500 or more persons (determined as provided in Section 605 of the Code) on the record date for the shareholders’ meeting, or (iv) by telegraphic or other written communication. Notices not personally delivered shall be sent charges prepaid and shall be addressed to the shareholder at the address of that shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. If no such address appears on the Corporation’s books or is given, notice shall be deemed to have been given if sent to the shareholder by mail or telegraphic or other written communication to the Corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegraph or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the

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shareholder at that address, then all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available to the Shareholder on written demand of the shareholder at the principal executive office of the Corporation for a period of one (1) year from the date of the giving of the notice.

An Affidavit of the mailing or other means of giving any notice of any shareholders’ meeting, executed by the secretary, assistant secretary or any transfer agent of the Corporation giving the notice, shall be prima facie evidence of the giving of such notice.

2.6 QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote thereat constitutes a quorum for the transaction of business at all meetings of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

2.7 ADJOURNED MEETING; NOTICE. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy. In the absence of quorum, no other business may be transacted at the meeting except as provided in Section 2.6 of these Amended and Restated By-Laws.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken. However, if a new record date for the adjourned meeting is fixed or if the adjournment is for more than 45 days from the date set for the original meeting, then notice of the adjourned meeting shall be given. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 of these Amended and Restated By-Laws. At any adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

2.8 VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.11 of these Amended and Restated By-Laws, subject to the provisions of Sections 702 through 704 of the Code (relating to voting shares held by a fiduciary, in the name of a corporation or in joint ownership).

The shareholder’s vote may be voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder at the meeting and before the voting has begun.

Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the articles of incorporation, as amended, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of the shareholders. Any shareholder entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or, except when the matter is the election of directors, may vote them against the proposal; but, if the shareholder fails to specify the number

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of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares which the shareholder is entitled to vote.

If a quorum is present, the affirmative vote of the majority of the shares represented and voting at a duly held meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or a vote by classes is required by the Code or by the articles of incorporation, as amended.

Each shareholder entitled to vote at any election of directors shall have the right to cumulate his vote and give candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his shares are normally entitled, or to distribute his votes on the same principle among as many candidates as he desires. No shareholder shall be entitled to cumulate votes unless the candidate’s or candidates’ names for whom he desires to vote have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of his intention to cumulate his votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. In any election of directors, the candidates receiving the highest number of affirmative votes of the shares entitled to be voted for them, up to the number of directors to be elected by such shares, shall be elected; votes for them, up to the number of directors to be elected by such shares, shall be elected; votes against the director and votes withheld shall have no legal effect. In voting on all other matters submitted to a vote of the shareholders, each shall be entitled to one vote, unless provided otherwise in the Articles of Incorporation.

2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT. The transactions of any meeting of shareholders, either annual or special, however called and noticed, and whether held, shall be as valid as though they had been taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who has not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. The waiver of notice or consent or approval need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the section paragraph of Section 2.4 of these Amended and Restated By-Laws, the waiver of notice or consent or approval shall sate the general nature of the proposal. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of an presence at that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required by the Code to be included, if that objection is expressly made at the meeting.

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2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of shareholder may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action to be taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.

In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors. However, a director may be elected at any time to fill any vacancy on the board of directors, provided that it was not created by removal of a director and that it has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.

All such consents shall be maintained in the corporate records. Any shareholders giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares, or a personal representative of the shareholder, or their respective proxy holders, may revoke the consent by a writing received by the secretary of the Corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such shareholders has not been received, then the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. Such notice shall be given to those shareholders entitled to vote who have not consented in writing and shall be given in the manner specified in Section 2.5 of these Amended and Restated By-Laws. In the case of approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Code, (ii) indemnification of a corporate “agent,” pursuant to Section 317 of the Code, (iii) a reorganization of the Corporation, pursuant to Section 1201 of the Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall be given at least 10 days before the consummation of any action authorized by that approval.

2.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS. For purposes of determining the shareholders entitled to notice of any meeting or to vote thereat or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than 60 days nor less than 10 days before the date of any such meeting nor more than 60 days before any such action without a meeting, and in such event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the Code.

If the board of directors does not so fix a record date:

(a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; and

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(b) the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action by the board has been taken, shall be at the close of business on the date on which the board adopts the resolution relating to that action, or the 60^th day before the date of such other action, whichever is later.

The record date for any other purpose shall be as provided in Article VIII of these Amended and Restated By-Laws.

2.12 PROXIES. Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the Corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) the person who executed the proxy revokes it prior to the time of voting by delivering a writing to the Corporation stating that the proxy is revoked or by executing a subsequent proxy and presenting it to the meeting or by voting in person at the meeting, or (ii) written notice of the death or incapacity of the maker or that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark date on the envelopes in which they are mailed. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Code.

2.13 INSPECTORS OF ELECTION. Before any meeting of shareholders, the board of directors may appoint an inspector or inspectors of election to act at the meeting or its adjournment. If no inspector of election is so appointed, then the chairman of the meeting may, and on the request of any shareholder or shareholder’s proxy shall, appoint an inspector or inspectors of election to act at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting pursuant to the request of one (1) or more shareholders or proxies, then the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may, and upon the request of any shareholder or shareholder’s proxy shall, appoint a person to fill that vacancy.

Such inspectors shall:

(a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;

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(b) receive votes, ballots or consents;

(c) hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d) count and tabulate all votes or consents;

(e) determine when the polls shall close;

(f) determine the result; and

(g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

3.1 POWERS. Subject to the provisions of the Code and any limitations in the articles of incorporation, as amended, and these Amended and Restated By-Laws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

3.2 NUMBER, IDENTITY AND QUALIFICATION OF DIRECTORS. As provided in the Corporation’s articles of incorporation, as amended, the authorized number of directors shall be three and shall initially be comprised as of the date these Amended and Restated By-Laws become effective as follows: (1) Timothy Donnelly, (2) Joseph Gisch and (3) Bruce McMaster. Directors need not be residents of the State of California nor shareholders of the Corporation.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

3.4 RESIGNATION AND VACANCIES. Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.

Vacancies in the board of directors may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be

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filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified. Whenever the holders of any class or series of the Corporation’s stock are entitled to elect one or more directors by the provisions of the articles of incorporation, as amended, the provisions of this section shall apply, with respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

A vacancy or vacancies in the board of directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be elected at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election other than to fill a vacancy created by removal, if by written consent, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon.

3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. Regular meetings of the board of directors may be held at any place within or outside the State of California that have been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the board may be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the Corporation.

Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another; and all such directors shall be deemed to be present in person at the meeting.

3.6 REGULAR MEETINGS. Regular meetings of the board of directors may be held without notice if the times of such meetings are fixed by the board of directors.

3.7 SPECIAL MEETINGS; NOTICE. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two directors.

Notice of the time and place of special meetings shall be delivered personally, by facsimile or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the Corporation. If the notice is mailed, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. If the notice is delivered personally or by

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telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least 48 hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the Corporation.

3.8 QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 3.10 of these Amended and Restated By-Laws. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Code (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of the Code (as to appointment of committees), Section 317(e) of the Code (as to indemnification of directors), the articles of incorporation, as amended, and other applicable law.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

3.9 WAIVER OF NOTICE. Notice of a meeting need not be given to any director (i) who signs a waiver of notice or a consent to holding the meeting or any approval of the minutes thereof, whether before or after the meeting or (ii) who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the board of directors.

3.10 ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

3.11 NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than 24 hours. If the meeting is adjourned for more than 24 hours, then notice of the time and place of the adjourned meeting shall be given before the adjourned meeting takes place, in the manner specified in Section 3.7 of these Amended and Restated By-Laws, to the directors who were not present at the time of the adjournment.

3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, provided that all members of the Board individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent and any counterparts thereof shall be filed with the minutes of the proceedings of the board.

3.13 FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of

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expenses as may be fixed or determined by resolution of the board of directors. This Section 3.13 shall not be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.

ARTICLE IV

COMMITTEES

4.1 COMMITTEES OF DIRECTORS. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one (1) or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one (1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(a) the approval of any action which, under the Code, also requires shareholders’ approval or approval of the outstanding shares;

(b) the filing of vacancies on the board of directors or in any committee;

(c) the fixing of compensation of the directors for serving on the board of any committee;

(d) the amendment or repeal of these Amended and Restated By-Laws or the adoption of new by-laws;

(e) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

(f) a distribution to the shareholders of the Corporation (except at a rate or in a periodic amount or within a price range determined by the board of directors); or

(g) the appointment of any other committee of the board of directors or the members of such committees.

4.2 MANAGEMENT AND COMPENSATION COMMITTEES. Without limiting the generality of Section 4.1, there shall be a committee comprised of the two directors specified in the next sentence to be known as the “Management and Compensation Committee.” The Management and Compensation Committee shall be comprised of the two Class I Directors. The Management and Compensation Committee will have exclusive authority over all aspects of the employment and compensation (cash and non-cash) of all members of senior management of the Corporation, including, without limitation, the administration of the Corporation’s employee stock purchase, stock option and other equity incentive plans (including, the grant of awards, options or benefits thereunder and the determination of the terms and conditions of such awards, options and benefits, including particularly those under the Performance Stock Option Plan of

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the Corporation) and the Corporation’s management bonus program and other employee benefit plans and programs. All determinations of the Management and Compensation Committee shall be conclusive with respect to the Corporation.

4.3 MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the by-law provisions applicable to meetings and actions of the board of directors as provided in Section 3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section 3.12 (action without meeting), with such changes in the context of those by-laws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors (other than the Management and Compensation Committee) or by resolution of the committee, that special meetings of committee (other than the Management and Compensation Committee) may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee (other than the Management and Compensation Committee). The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these Amended and Restated By-Laws.

4.4 ADVISORY DIRECTORS. The board of directors may, in its discretion, designate by resolution one or more individuals as advisory directors of the Corporation (the “Advisory Directors”). The Advisory Directors shall from time to time render such advice to the board of directors as it may request with respect to the business and affairs of the Corporation and shall serve such other purposes as the board of directors may, by resolution, lawfully determine.

ARTICLE V

OFFICERS

5.1 OFFICERS. The officers of the Corporation shall be a president, a secretary, and a chief financial officer. The Corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.3 of these Amended and Restated By-Laws. Any number of offices may be held by the same person.

5.2 ELECTION OF OFFICERS. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.5 of these Amended and Restated By-Laws, shall be chosen by the board, subject to the rights, if any, of an officer under any contract of employment.

5.3 SUBORDINATE OFFICERS. The board of directors may appoint, or may empower the president to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Amended and Restated By-Laws or as the board of directors may from time to time determine.

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5.4 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officers may be removed, either with or without cause, by the board of directors at any regular or special meeting of the board or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

5.5 VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Amended and Restated By-Laws for regular appointment to that office.

5.6 CHAIRMAN OF THE BOARD. The chairman of the board, if such an officer be elected, shall, if present, preside at all meetings of the shareholders and at meetings of the board of directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the board of directors or as may be prescribed by these Amended and Restated By-Laws. He shall have the general powers and duties of management usually vested in the office of the chairman of the board of a Corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these Amended and Restated By-Laws.

5.7 PRESIDENT. The president shall be the chief operating officer of the Corporation and shall, subject to the control of the board of directors, have general responsibility for the operation of the business of the Corporation. The president shall be the chief executive officer of the Corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and the officers of the Corporation. In the absence or disability of the chairman of the board, the president shall perform all of the duties of the chairman of the board and when so acting shall have all the powers of, and be subject to all the restrictions upon, the chairman of the board.

5.8 VICE PRESIDENTS. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors, these Amended and Restated By-Laws, the president or the chairman of the board.

5.9 SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors and

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shareholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificate evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required to be given by law or by these Amended and Restated By-Laws. He shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these Amended and Restated By-Laws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES, AND OTHER AGENTS

6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation shall, to the maximum extent and in the manner permitted by the Code, indemnify each of its directors and officers against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Article VI, a “director” or “officer” of the Corporation includes any person (i) who is or was a director or officer of the Corporation, (ii) who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director of officer of a corporation which was a predecessor corporation of the Corporation or another enterprise at the request of such predecessor corporation.

6.2 INDEMNIFICATION OF OTHERS. The Corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its employees and agents (other than directors and officers) against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Article VI an “employee” or “agent” of the Corporation (other than a director of officer) includes any person (i) who is or was an employee or agent of the Corporation, (ii) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

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6.3 PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors may be paid by the Corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article IV.

6.4 INDEMNITY NOT EXCLUSIVE. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the Articles of Incorporation.

6.5 INSURANCE INDEMNIFICATION The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation against any liability asserted against or incurred by such person in such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

6.6 CONFLICTS. No indemnification or advance shall be made under this Article VI, except where such indemnification or advance is mandated by law or other order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

(a) That it would be inconsistent with a provision of the Articles of Incorporation, these Amended and Restated By-Laws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving settlement.

ARTICLE VII

RECORDS AND REPORTS

7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER. The Corporation shall keep either at its principal executive office or at the office of its transfer agent or registrar (if either be appointed), as determined by resolution of the board of directors, a record of its shareholders listing the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders of the Corporation who holds at least five present in the aggregate of the outstanding voting shares of the Corporation or who holds at least one percent of such voting shares and has filed a Schedule 14B with the Securities and Exchange

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Commission relating to the election of directors, may (i) inspect and copy the records of shareholders’ names, addresses, and shareholdings during usual business hours on five days’ prior written demand on the Corporation, (ii) obtain from the transfer agent of the Corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the names and addresses of the shareholders who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date, for which that list has been compiled or as of a date specified by the shareholder after the date of demand. Such list shall be made available to any such shareholder by the transfer agent on or before the later of five days after the demand is received or five days after the date specified in the demand as the date as of which the list is to be compiled.

The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate.

Any inspection and copying under this Section 7.1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

7.2 MAINTENANCE AND INSPECTION OF BY-LAWS. The Corporation shall keep at its principal executive office or, if its principal executive office is not in the State of California, at its principal business office in California the original or a copy of these Amended and Restated By-Laws, which Amended and Restated By-Laws shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the State of California and the Corporation has no principal business office in such state, then the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of these Amended and Restated By-Laws as amended to date.

7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting books and records and the minutes of proceedings of the shareholders, of the board of directors, and of any committee or committees of the board of directors shall be kept at such place or places as are designated by the board of directors or, in absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.

The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Such rights of inspection shall extend to the records of each subsidiary corporation of the Corporation.

7.4 INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind as well as the physical properties of the Corporation and each of its subsidiary corporations. Such inspection by a director may be made in person or by an agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

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7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER. The board of directors shall cause an annual report to be sent to the shareholders not later than 120 days after the close of the fiscal year adopted by the Corporation. Such report shall be sent at least 15 days (or, if sent by third-class mail, 35 days) before the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 2.5 of these Amended and Restated By-Laws for giving notice to shareholders of the Corporation.

The annual report shall contain (i) a balance sheet as of the end of the fiscal year, (ii) an income statement, (iii) a statement of changes in financial position for the fiscal year, and (iv) any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that the statements were prepared without audit from the books and records of the Corporation.

The foregoing requirement of an annual report shall be waived so long as the shares of the Corporation are held by fewer than 100 holders of record.

7.6 FINANCIAL STATEMENTS. If no annual report for the fiscal year has been sent to shareholders, then the Corporation shall, upon the written request of any shareholder made more than 120 days after the close of such fiscal year, deliver or mail to the person making the request, within 30 days thereafter, a copy of a balance sheet as of the end of such fiscal year and an income statement of changes in financial position for such fiscal year.

If a shareholder or shareholders holding at least five percent of the outstanding shares of any class of stock of the Corporation makes a written request to the Corporation for an income statement of the Corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than 30 days before the date of the request, and for a balance sheet of the Corporation as of the end of that period, then the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within 30 days after the receipt of the request. If the Corporation has not sent to the shareholders its annual report for the last fiscal year, the statements referred to in the first paragraph of this Section 7.6 shall likewise be delivered or mailed to the shareholder or shareholders within 30 days after the request.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of the independent accountants engaged by the Corporation or by the certificate of an authorized officer of the Corporation that the financial statements were prepared without audit from the books and records of the Corporation.

7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the board, the president or any vice president, the chief financial officer, the secretary or assistant secretary of the Corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

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ARTICLE VIII

GENERAL MATTERS

8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than 60 days before any such action. In that case, only shareholders of record at the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date so fixed, except as otherwise provided in the Code.

If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the date on which the board adopts the applicable resolution or the 60^th day before the date of that action, whichever is later.

8.2 CHECKS; DRAFTS; EVIDENCE OF INDEBTEDNESS. From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the Corporation, and only the persons so authorized shall sign or endorse those instruments.

8.3 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of directors, except as otherwise provided in these Amended and Restated By-Laws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render its liable for any purpose or for any amount.

8.4 CERTIFICATE FOR SHARES. A certificate or certificates for shares of the Corporation shall be issued to each shareholder when any of such shares are fully paid. The board of directors may authorize the issuance of certificates for shares partly paid provided that these certificates shall state the total amount of the consideration to be paid for them and the amount actually paid. All certificates shall be signed in the name of the Corporation by the chairman of the board or the president or a vice president and by the chief financial officer or an assistant treasurer or the secretary or an assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile.

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In case an officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate ceases to be that officer, transfer agent or registrar before that certificate is issued, it may be issued by the Corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue.

8.5 LOST CERTIFICATES. Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and canceled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of replacement certificates on such terms and conditions as the board may require; the board may require indemnification of the Corporation secured by a bond or other adequate security sufficient to protect the Corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

8.6 CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Code shall govern the construction of these Amended and Restated By-Laws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX

AMENDMENTS

9.1 AMENDMENT BY SHAREHOLDERS. New by-laws may be adopted or these Amended and Restated By-Laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Corporation’s articles of incorporation, as amended, set forth the number of authorized directors of the Corporation, then the authorized number of directors may be changed only by an amendment of the articles of incorporation.

9.2 AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as provided in Section 9.1 of these Amended and Restated By-Laws, other than a bylaw or an amendment of a bylaw changing the authorized number of directors (except to fix the authorized number of directors pursuant to a bylaw providing for a variable number of directors), may be adopted, amended or repealed by the board of directors.

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EX-10.1

EXECUTION COPY

EX – 10.1

DDI CAPITAL CORP.

DYNAMIC DETAILS, INCORPORATED

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

December 12, 2003

JPMORGAN CHASE BANK,

as Administrative Agent

BANK AUSTRIA CREDITANSTALT CORP FINANCE,

as Documentation Agent

JPMORGAN SECURITIES INC.,

as Lead Arranger

TABLE OF CONTENTS

		Page
SECTION 1. DEFINITIONS		2
1.1	Defined Terms	2
1.2	Other Definitional Provisions	26
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS		27
2.1	Term Loan Commitments; Tranche A Loans	27
2.2	Repayment of Term Loans	28
2.3	Revolving Credit Commitments	29
2.4	Procedure for Revolving Credit Borrowing	30
2.5	Conversion of Tranche A Revolving Credit Facility	30
2.6	Commitment Fees, etc	30
2.7	Termination or Reduction of Commitments	31
2.8	Optional Prepayments	31
2.9	Mandatory Prepayments and Commitment Reductions	32
2.10	Conversion and Continuation Options	34
2.11	Minimum Amounts and Maximum Number of Eurodollar Tranches	34
2.12	Interest Rates and Payment Dates; Success Fee	34
2.13	Computation of Interest and Fees	36
2.14	Inability to Determine Interest Rate	36
2.15	Pro Rata Treatment and Payments	37
2.16	Requirements of Law	38
2.17	Taxes	39
2.18	Indemnity	41
2.19	Change of Lending Office	41
SECTION 3. LETTERS OF CREDIT		42
3.1	L/C Commitment	42
3.2	Procedure for Issuance of Tranche A Letters of Credit	42
3.3	Commissions, Fees and Other Charges	43
3.4	L/C Participations	43
3.5	Reimbursement Obligation of the Borrower	44
3.6	Obligations Absolute	44
3.7	Letter of Credit Payments	45
3.8	Applications	45
3.9	Transitional Provisions	45
SECTION 4. REPRESENTATIONS AND WARRANTIES		45
4.1	Financial Condition	45
4.2	No Change	46
4.3	Corporate Existence; Compliance with Law	46

i

		Page
4.4	Corporate Power; Authorization; Enforceable Obligations	46
4.5	No Legal Bar	47
4.6	No Material Litigation	47
4.7	No Default	47
4.8	Ownership of Property; Liens	47
4.9	Intellectual Property	47
4.10	Taxes	48
4.11	Federal Regulations	48
4.12	Labor Matters	48
4.13	ERISA	48
4.14	Investment Company Act; Other Regulations	49
4.15	Subsidiaries	49
4.16	Use of Proceeds	49
4.17	Environmental Matters	49
4.18	Accuracy of Information, etc	50
4.19	Security Documents	50
4.20	Solvency	51
4.21	Regulation H	51
4.22	Related Agreements	51
4.23	DDICS	51
SECTION 5. CONDITIONS PRECEDENT		51
5.1	Conditions to the Restatement Effective Date	51
5.2	Conditions to Restatement Effective Date and to Each Extension of Credit	54
SECTION 6. AFFIRMATIVE COVENANTS		55
6.1	Financial Statements	55
6.2	Certificates; Other Information	56
6.3	Payment of Obligations	57
6.4	Conduct of Business and Maintenance of Existence, etc	57
6.5	Maintenance of Property; Insurance	57
6.6	Inspection of Property; Books and Records; Discussions	58
6.7	Notices	58
6.8	Environmental Laws	58
6.9	Additional Collateral, etc.	59
6.10	Mortgages, etc	60
6.11	Control Accounts.	62
6.12	Post-Closing Requirements	62
SECTION 7. NEGATIVE COVENANTS		63
7.1	Financial Condition Covenants.	63
7.2	Limitation on Indebtedness	65
7.3	Limitation on Liens	66

ii

		Page
7.4	Limitation on Fundamental Changes	67
7.5	Limitation on Sale of Assets	67
7.6	Limitation on Dividends	68
7.7	Limitation on Capital Expenditures	68
7.8	Limitation on Investments, Loans and Advances	69
7.9	Limitation on Optional Payments and Modifications of Debt Instruments, etc	70
7.10	Limitation on Transactions with Affiliates	70
7.11	Limitation on Sales and Leasebacks	70
7.12	Limitation on Changes in Fiscal Periods	70
7.13	Limitation on Negative Pledge Clauses	70
7.14	Limitation on Restrictions on Subsidiary Distributions	70
7.15	Limitation on Lines of Business	71
7.16	Limitation on Activities of the Company	71
7.17	Cash Accounts	71
7.18	Swap Agreements	71
7.19	Non-Solicitation Agreement	71
7.20	Activities of DDICS	72
SECTION 8. EVENTS OF DEFAULT		72
SECTION 9. THE ADMINISTRATIVE AGENT		76
9.1	Appointment	76
9.2	Delegation of Duties	76
9.3	Exculpatory Provisions	76
9.4	Reliance by Administrative Agent	77
9.5	Notice of Default	77
9.6	Non–Reliance on Agents and Other Lenders	77
9.7	Indemnification	78
9.8	Administrative Agent in Its Individual Capacity	78
9.9	Successor Administrative Agent	78
9.10	Authorization to Release Liens	79
SECTION 10. MISCELLANEOUS		79
10.1	Amendments and Waivers	79
10.2	Notices	80
10.3	No Waiver; Cumulative Remedies	81
10.4	Survival of Representations and Warranties	81
10.5	Payment of Expenses and Taxes	81
10.6	Successors and Assigns; Participations and Assignments	82
10.7	Adjustments; Set–off	85
10.8	Agreements among Lenders	86
10.9	Execution of Loan Documents. By execution hereof, each Lender hereby authorizes the Administrative Agent to sign each of the Lender Warrant Agreement and the Lender Registration Rights Agreement on its behalf.	87

iii

		Page
10.10	Counterparts	87
10.11	Severability	88
10.12	Integration	88
10.13	GOVERNING LAW	88
10.14	Submission To Jurisdiction; Waivers	88
10.15	Acknowledgements	89
10.16	WAIVERS OF JURY TRIAL	89
10.17	Confidentiality	89

iv

SCHEDULES

Schedule 1.1A	Commitments
Schedule 1.1B	Mortgaged Property
Schedule 2.3(c)	Tranche A Revolving Credit Commitments
Schedule 4.2	Disclosure
Schedule 4.4	Consents, Authorizations, Filings and Notices
Schedule 4.9	Intellectual Property
Schedule 4.10	Taxes
Schedule 4.15	Subsidiaries
Schedule 4.17	Environmental Matters
Schedule 4.19(a)	UCC Filing Jurisdictions
Schedule 4.19(b)	Mortgage Filing Jurisdictions
Schedule 7.2(c)	Purchase Money Indebtedness
Schedule 7.2(d)	Capital Lease Obligations
Schedule 7.2(e)	Existing Indebtedness
Schedule 7.2(j)	Additional Indebtedness
Schedule 7.3	Liens
Schedule 7.3(e)	Existing Liens

EXHIBITS

Exhibit A-1	Form of Guarantee and Collateral Agreement
Exhibit A-2	Form of DDi Corp. Guarantee and Collateral Agreement
Exhibit B	Form of Compliance Certificate
Exhibit C	Form of Closing Certificate
Exhibit D	Form of Assignment and Acceptance
Exhibit E	Form of Legal Opinion of Kirkland & Ellis LLP
Exhibit F-1	Form of Term Note
Exhibit F-2	Form of Tranche A Revolving Note
Exhibit F-3	Form of Alternative Term Note
Exhibit F-4	Form of Alternative Tranche A Revolving Note
Exhibit G	Form of Mortgage
Exhibit H	Form of Exemption Certificate

v

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December12, 2003, among DDI CAPITAL CORP. (the “Company”), DYNAMIC DETAILS, INCORPORATED (“Details” or the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK AUSTRIA CREDITANSTALT CORP FINANCE, as documentation agent (in such capacity, the “Documentation Agent”) and JPMORGAN CHASE BANK, as administrative agent.

RECITALS

WHEREAS, the Borrower, the Company, the Lenders hereto and the Administrative Agent are parties to a Credit Agreement dated as of July 23, 1998 and as amended and restated as of August 28, 1998, and as amended by the First Amendment, dated as of March 10, 1999, the Second Amendment, dated as of March 22, 2000, the Third Amendment, dated as of October 10, 2000, the Fourth Amendment, dated as of February 13, 2001, the Fifth Amendment, dated as of December 31, 2001, the Sixth Amendment, dated as of June 28, 2002, the Seventh Amendment, dated as of June 27, 2003, and the Eight Amendment, dated as of August 1, 2003 (as amended, supplemented or otherwise modified through the date hereof, the “Original Credit Agreement”);

WHEREAS, pursuant to the Original Credit Agreement, JPMorgan Chase Bank and Details entered into an ISDA Master Agreement dated as of April 14, 2000 (the “Original Swap Agreement”), which Original Swap Agreement was terminated as of April 25, 2003, resulting in a termination payment due and owing by Details thereunder of $5,770,000 (the “Swap Termination Payment”);

WHEREAS, on the Original Closing Date (as defined herein), certain Lenders committed to provide (i) term loans in an aggregate principal amount of $105,000,000 (the “Original Tranche A Term Loans”), (ii) term loans in an aggregate principal amount of $150,000,000 (the “Original Tranche B Term Loans”) and (iii) revolving credit loans (the “Original Revolving Credit Loans” and, collectively with the Original Tranche A Term Loans and the Original Tranche B Term Loans, the “Original Loans”) and letters of credit in an aggregate amount of up to $50,000,000 (such letters of credit and the Original Revolving Credit Loans, collectively, the “Original Revolving Extensions of Credit”);

WHEREAS, as of the date hereof, the sum of the aggregate principal amount of the Original Loans, the outstanding and unfunded Existing Facility Letters of Credit (as defined below) and the Swap Termination Payment outstanding under the Original Credit Agreement is equal to $72,892,916.17 (the “Original Indebtedness”);

WHEREAS, on August 20, 2003, the Company and DDi Corp. (collectively, the “Debtors”) filed voluntary petitions for relief (the “Cases”) under Chapter 11 of the Bankruptcy Code (as defined herein) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);

WHEREAS, the Debtors, the Lenders and the Administrative Agent entered into the Restructuring Support Agreement (as defined herein) with the Debtors, the Borrower, DDi Intermediate Holdco and their respective subsidiaries and affiliates, pursuant to which the parties

agreed, among other things, upon certain terms and conditions to restructure and exchange the Original Indebtedness and to support the Plan of Reorganization (as defined herein) of the Debtors;

WHEREAS, pursuant to the terms and conditions of the Restructuring Support Agreement, the parties agreed that DDi Corp. and DDi Intermediate Holdco would become guarantors of the obligations of the Borrower hereunder pursuant to the DDi Corp. Guarantee and Collateral Agreement (as defined herein) and the Guarantee and Collateral Agreement (as defined herein), respectively, and would secure such guarantees with a pledge of their respective assets as described more fully and on the terms set forth in such Agreements;

WHEREAS, the Borrower wishes to restructure and exchange the Original Indebtedness on the Restatement Effective Date pursuant to this Agreement into Tranche A Loans (as defined herein) and Tranche B Term Loans (as defined herein) and Existing Letters of Credit and to implement the other terms and conditions of the Restructuring Support Agreement (the “Restructuring”).

NOW, THEREFORE, to accomplish the Restructuring and the transactions contemplated thereby, the Borrower has requested that the Original Credit Agreement be amended and restated to read in its entirety as provided herein. Accordingly, effective on the Restatement Effective Date, the Original Credit Agreement shall be amended and restated to read in its entirety as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: “Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors); “Base CD Rate” shall mean the sum of (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is one and the denominator of which is one minus the CD Reserve Percentage and (b) the CD Assessment Rate; and “Three-Month Secondary CD Rate” shall mean, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day shall not be a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day), or, if such rate shall not be so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 A.M., New York City time, on such day (or, if such day shall not be a Business Day, on

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the next preceding Business Day) by the Administrative Agent from three New York City negotiable certificate of deposit dealers of recognized standing selected by it; and “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Any change in the ABR due to a change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate, respectively.

“ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.

“Administrative Agent”: JPMorgan Chase Bank, together with its affiliates, as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.

“Administrative Agent’s Advisors”: the collective reference to Simpson Thacher & Bartlett LLP and FTI Consulting or any successor of FTI Consulting.

“Affiliate”: as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Notwithstanding the foregoing, none of the Lenders or any of their respective affiliates shall be deemed to be Affiliates of the Company or its Subsidiaries.

“Agreement”: this Second Amended and Restated Credit Agreement, as amended, supplemented or otherwise modified from time to time.

“Alternative Note”: as defined in Section 10.6(f)(ii).

“Alternative Noteholder”: as defined in Section 10.6(f)(ii).

“Applicable Margin”: for the Tranche A Revolving Credit Loans, the Tranche A Term Loans and the Tranche B Term Loans, the rate per annum set forth under the relevant column heading below:

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ABR Loans	Eurodollar Loans
3.50%	4.50%

“Application”: an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Tranche A Letter of Credit.

“Approved Fund”: with respect to any Lender that is a fund that invests in commercial loans, any other fund that invests in commercial loans and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Asset Sale”: any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c), (d) or (e) of Section 7.5) which yields gross proceeds to the Company or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $100,000.

“Assignee”: as defined in Section 10.6(c).

“Assignor”: as defined in Section 10.6(c).

“Available Tranche A Revolving Credit Commitment”: as to any Tranche A Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Tranche A Revolving Credit Commitment over (b) such Lender’s Tranche A Revolving Extensions of Credit.

“Bankruptcy Code”: Title 11, United States Code, as amended from time to time.

“Bankruptcy Court”: as defined in the recitals hereto.

“Base CapEx Amount”: as defined in Section 7.7.

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”: as defined in the preamble hereto.

“Borrowing Date”: any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Business”: as defined in Section 4.17.

“Business Day”: (i) for all purposes other than as covered by cause (ii) below, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close and (ii) with respect to all notices and determinations

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in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“Capital Expenditures”: for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries; provided, however, that Capital Expenditures shall not include expenditures to the extent financed with Reinvestment Deferred Amounts.

“Capital Lease Obligations”: as to any Person, the obligations of such Person under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Cases”: as defined in the recitals hereto.

“Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of one year or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by Standard & Poor’s Ratings Services or P-2 by Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition; (d) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, rated at least A-2 by Standard & Poor’s Ratings Services or P-2 by Moody’s Investors Service, Inc.; and (e) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (a) through (d) above.

“CD Assessment Rate”: for any day as applied to any ABR Loan, the annual assessment rate in effect on such day that is payable by a member of the Bank Insurance Fund maintained by the Federal Deposit Insurance Corporation (the “FDIC”) classified as well

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capitalized and within supervisory subgroup “B” (or a comparable successor assessment risk classification) within the meaning of 12 C.F.R. § 327.4 (or any successor provision) to the FDIC (or any successor) for the FDIC’s (or such successor’s) insuring time deposits at offices of such institution in the United States.

“CD Reserve Percentage”: for any day as applied to any ABR Loan, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board, for determining the maximum reserve requirement for a Depositary Institution (as defined in Regulation D of the Board as in effect from time to time) in respect of new non-personal time deposits in Dollars having a maturity of 30 days or more.

“Change of Control”: the occurrence of one or more of the following events: (i) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as in effect on the Restatement Effective Date) is or becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the voting stock of DDi Corp. (for the purposes of this clause, such Person shall be deemed to beneficially own any voting stock of a Person held by any other Person (the “parent entity”), if such Person is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the voting stock of such parent entity) or such Person or group has the power, directly or indirectly, to elect a majority of the members of the board of directors of DDi Corp., (ii) the sale of all or substantially all the assets of DDi Corp. to another Person, or, the merger or consolidation of DDi Corp. with or into another Person or the merger of another Person with or into DDi Corp., or if the securities of DDi Corp. that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the voting stock of DDi Corp. are changed into or exchanged for cash, securities, or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving Person or transferee that represent, immediately after such transaction, a majority of the aggregate voting power of the voting stock of the surviving Person or transferee, or (iii) DDi Corp. is dissolved or liquidated.

“Code”: the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”: all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Commitment”: as to any Lender, the sum of the Tranche A Loan Commitment and the Tranche B Term Loan Commitment of such Lender.

“Commitment Fee Rate”: 3/4 of 1% per annum.

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with Details within the meaning of Section 4001 of ERISA or is part of a group that includes Details and that is treated as a single employer under Section 414 of the Code.

“Company”: as defined in the preamble hereto.

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“Company Indenture”: the Indenture, dated as of December 12, 2003, entered into by the Company in connection with the Senior Accreting Notes, together with all instruments and other agreements entered into by the Company or any of its Subsidiaries in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 7.9.

“Compliance Certificate”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

“Confirmation Order”: the order entered by the Bankruptcy Court on December 2, 2003, confirming the Plan of Reorganization in accordance with the provisions of Chapter 11 of the Bankruptcy Code.

“Consolidated EBITDA”: for any period, Consolidated Net Income for such period plus, (a) without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (i) total income tax expense, (ii) total interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (iii) depreciation and amortization expense, (iv) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (v) any extraordinary or non-operational, restructuring or reorganizational non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business), (vi) charges for the write-off of any step-up in basis in inventory required in a transaction which is accounted for under the purchase method of accounting, and (vii) any other non-cash charges, minus (b) to the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) interest income, (ii) any extraordinary or non-operational, restructuring or reorganizational income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business), (iii) any other non-cash income (other than non-cash income resulting from Details’ accrual method of accounting in accordance with past practice) and (iv) any cash payments made during such period with respect to items that were added back in a prior period pursuant to clauses (v) and (vii) above.

“Consolidated Fixed Charge Coverage Ratio”: as at any date of determination, the ratio of (a) the total of (i) Consolidated EBITDA for the immediately preceding twelve months less (ii) the aggregate amount actually paid by Details and its Subsidiaries in cash during the immediately preceding twelve months on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures and any Capital Expenditures financed with Reinvestment Deferred Amounts) less (iii) any provision for cash income taxes made by Details and its Subsidiaries on a consolidated basis in respect of such period to (b) Consolidated Fixed Charges for the immediately preceding twelve months.

“Consolidated Fixed Charges”: for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period and (b) scheduled payments made during such period on account of principal of Indebtedness of Details or any of its Subsidiaries (including the Term Loans).

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“Consolidated Interest Expense”: for any period, all cash interest expense (including that attributable to Capital Lease Obligations), but net of interest income, of the Company and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Company and its Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements to the extent such net costs are allocable to such period in accordance with GAAP), excluding any paid-in-kind interest or Success Fees required to be paid in cash under the Company Indenture or hereunder.

“Consolidated Leverage Ratio”: as at any date of determination, the ratio of (a) Consolidated Total Debt on such date to (b) Consolidated EBITDA for the immediately preceding twelve months, provided that for any determination made on March 31, 2004, June 30, 2004 and September 30, 2004, the ratio shall be (a) Consolidated Total Debt on such date to (b) cumulative Consolidated EBITDA for a twelve month period based on annualizing the period from January 1, 2004 to such date.

“Consolidated Net Income”: for any period, the consolidated net income (or loss) of Details and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded therefrom (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Details or is merged into or consolidated with Details or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of Details) in which Details or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Details or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of Details to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“Consolidated Revenue”: the consolidated revenue of the Borrower and its Subsidiaries as it appears on Details’ financial statements, in accordance with GAAP.

“Consolidated Total Debt”: at any date, the aggregate principal amount of all Indebtedness of Details and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

“DDi Canada”: DDi Canada Acquisition Co., an Ontario company.

“DDi Corp.”: DDi Corp., a Delaware corporation.

“DDi Corp. Cash Account”: shall mean the deposit account held by JPMorgan Chase Bank, solely in its capacity as the bank administering the deposit account, established pursuant to Section 5.8 of the DDi Corp. Guarantee and Collateral Agreement, with account number 304-159735, in which the Administrative Agent has a perfected first priority security interest on terms and conditions satisfactory to the Administrative Agent.

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“DDi Corp. Cash Account Agreement”: shall mean the DDi Corp. Amended and Restated Deposit Account Control Agreement with respect to the DDi Corp. Cash Account dated as of August 1, 2003, as amended and restated as of December 12, 2003, by and among (i) DDi Corp., (ii) DDi Capital Corp., (iii) JPMorgan Chase Bank and (iv) the Administrative Agent.

“DDi Corp. Guarantee and Collateral Agreement”: that certain Guarantee and Collateral Agreement, dated as of December 12, 2003 by DDi Corp. in favor of the Administrative Agent, substantially in the form of Exhibit A-2, as the same may be amended, supplemented or otherwise modified from time to time.

“DDi Corp. Preferred Stock”: the preferred stock issued in accordance with the DDi Corp. Preferred Stock Certificate of Designation.

“DDi Corp. Preferred Stock Certificate of Designation”: that certain Certificate of Designation of Series A Preferred Stock of DDi Corp. duly adopted by the Board of Directors of DDi Corp. on December 11, 2003.

“DDi Europe”: collectively, DDi Europe Limited, a United Kingdom corporation, and its Subsidiaries.

“DDi Intermediate Holdco”: DDi Intermediate Holdings Corp., a California corporation.

“DDi Reorganization”: the reorganization transactions relating to the Debtors implemented by the Plan of Reorganization.

“DDICS”: Dynamic Details Incorporated, Colorado Springs, a Colorado corporation.

“DDISV”: Dynamic Details, Incorporated, Silicon Valley, a California corporation.

“Debtors”: as defined in the recitals hereto.

“Default”: any of the events specified in Section 8, which with the giving of notice, the lapse of time, or both, would constitute an Event of Default.

“Details”: as defined in the preamble hereto.

“Disclosure Statement”: that certain Disclosure Statement, dated as of August 30, 2003, as amended, approved by the Bankruptcy Court in connection with the Plan of Reorganization.

“Disposition”: with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms “Dispose” and “Disposed of” shall have correlative meanings.

“Documentation Agent”: as defined in the preamble hereto.

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“Dollars” and “$”: dollars in lawful currency of the United States of America.

“Domestic Subsidiary”: any Subsidiary of Details organized under the laws of any jurisdiction within the United States of America.

“Environmental Laws”: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Escrow Agreement”: that certain Secured Lender Warrant Escrow Agreement by and among DDi Corp., the Administrative Agent and Mellon, as escrow agent, dated as of December 12, 2003, as the same may be amended, supplemented or otherwise modified from time to time.

“Eurocurrency Reserve Requirements”: for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined by the Administrative Agent to be the offered rate for deposits in Dollars with a term comparable to such Interest Period that appears on the applicable Telerate Page at approximately 10:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period; provided, however, that if at any time for any reason such offered rate does not appear on the applicable Telerate Page, “Eurodollar Base Rate” shall mean, with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum equal to the rate at which the Administrative Agent is offered Dollar deposits at or about 10:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where the eurodollar and foreign currency and exchange operations in respect of its Eurodollar Loans are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of its Eurodollar Loans to be outstanding during such Interest Period.

“Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

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“Eurodollar Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

Eurodollar Base Rate

1.00—Eurocurrency Reserve Requirements

“Eurodollar Tranche”: the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Event of Default”: any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Cash”: as of any Excess Cash Application Date, the amount of cash and cash equivalents of Details and its Subsidiaries in excess of $15,000,000 as of the December 31 of any fiscal year immediately preceding such Excess Cash Application Date, less an amount equal to any interest on the Senior Accreting Notes due only on the next succeeding quarterly Interest Payment Date (as defined in the Company Indenture) if, as of such date, such interest is payable in cash pursuant to the Company Indenture. For purposes of this definition, Excess Cash shall be calculated after making the following adjustments: (i) such amount shall include any positive changes in working capital for such fiscal year end over the working capital from the prior fiscal year end in excess of $2,500,000 or (ii) any negative changes in working capital for such fiscal year end over the working capital from the prior fiscal year end shall be subtracted from such amount. For purposes of calculating “working capital” for this definition, working capital shall be calculated from the consolidated balance sheet of Details for any such fiscal year and shall include accounts receivable plus inventory less accounts payable and current accrued liabilities (other than restructuring liabilities).

“Excess Cash Application Date”: as defined in Section 2.9(d).

“Excluded Foreign Subsidiaries”: DDi Europe and any other Foreign Subsidiary the pledge of all of whose Capital Stock as Collateral would, in the good faith judgment of Details, result in adverse tax consequences to Details.

“Existing Facility Letters of Credit”: as defined in Section 3.9.

“Facility”: each of (a) the Tranche A Term Loan Commitments and the Tranche A Term Loans made thereunder (the “Tranche A Term Loan Facility”), (b) the Tranche B Term Loan Commitments and the Tranche B Term Loans made thereunder (the “Tranche B Term Loan Facility”) and (c) the Tranche A Revolving Credit Commitments and the extensions of credit made thereunder (the “Tranche A Revolving Credit Facility”).

“Fee Letter”: that certain letter dated as of December 12, 2003 between the Administrative Agent and the Borrower.

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“Foreign Subsidiary”: any Subsidiary of Details that is not a Domestic Subsidiary.

“GAAP”: generally accepted accounting principles in the United States of America as in effect from time to time set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board and the rules and regulations of the Securities and Exchange Commission, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, which are applicable to the circumstances of Details as of the date of determination, except that for purposes of Section 7.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements delivered pursuant to Section 4.1(b). In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then Details and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by Details, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the Securities and Exchange Commission (or successors thereto or agencies with similar functions).

“Governmental Authority”: any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (including, without limitation, the National Association of Insurance Commissioners).

“Guarantee and Collateral Agreement”: that certain Amended and Restated Guarantee and Collateral Agreement, dated as of December 12, 2003, by and among the Company, DDi Intermediate Holdco, the Borrower, and each Subsidiary Guarantor, substantially in the form of Exhibit A-1, as the same may be amended, supplemented or otherwise modified from time to time, which amends and restates the Original Guarantee and Collateral Agreement in its entirety.

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or

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indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by Details in good faith.

“Guarantors”: the collective reference to DDi Corp., DDi Intermediate Holdco, the Company, the Subsidiary Guarantors and Details, each in its capacity as a guarantor of the obligations of Details hereunder.

“Houlihan Note”: that certain promissory note in the principal amount of $500,000 payable by DDi Corp. to Houlihan Lokey Howard & Zukin Capital (“Houlihan Lokey”) or its assigns in exchange for services rendered by Houlihan Lokey pursuant to the Engagement Agreement, dated as of September 24, 2002 (as amended) among Houlihan Lokey, DDi Corp. and certain of its Subsidiaries.

“Incur”: as defined in Section 7.2.

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables (including insurance premium financing arrangements on customary terms) incurred in the ordinary course of such Person’s business which are current liabilities), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party under bankers’ acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock (other than common stock) of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such

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obligation; and (j) for the purposes of Section 8(e) only, the net exposure of such Person in respect of Swap Agreements.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Interest Payment Date”: (a) as to any ABR Loan, (i) until March 30, 2004 the last day of each month to occur while such Loan is outstanding and (ii) thereafter, the last day of each quarter to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day which is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Tranche A Revolving Credit Loan that is an ABR Loan), the date of any repayment or prepayment made in respect thereof.

“Interest Period”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the relevant Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the relevant Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(b) any Interest Period that would otherwise extend beyond the date final payment is due on the Tranche A Term Loans or the Tranche B Term Loans, as the case may be, shall end on such due date;

(c) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

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(d) the Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan.

“Issuing Lender”: JPMorgan Chase Bank or any of its Affiliates, in its capacity as issuer of any Tranche A Letter of Credit.

“JPM Controlled Account”: shall mean the account held by JPMorgan Chase Bank, solely in its capacity as the bank administering the deposit account, with account number 304-159514, in which the Administrative Agent has a perfected first priority security interest on terms and conditions satisfactory to the Administrative Agent.

“JPM Controlled Account Control Agreement”: shall mean the Dynamic Details Amended and Restated Deposit Account Control Agreement with respect to the JPM Controlled Account, dated as of August 1, 2003, as amended and restated as of December 12, 2003, by and among (i) Details, (ii) JPMorgan Chase Bank and (iii) the Administrative Agent.

“JPM Qualified Cash Account”: shall mean the account held by JPMorgan Chase Bank, solely in its capacity as the bank administering the deposit account, with account number 323-247490, in which the Administrative Agent has a perfected first priority security interest on terms and conditions satisfactory to the Administrative Agent.

“JPM Qualified Cash Control Agreement”: shall mean the Second Amended and Restated Deposit Account Control Agreement with respect to the JPM Qualified Cash Account dated as of June 28, 2002, as amended and restated as of July 31, 2003, and as further amended and restated as of December 12, 2003 by and among (i) Details, (ii) JPMorgan Chase Bank and (iii) the Administrative Agent.

“Lender Registration Rights Agreement”: that certain Registration Rights Agreement dated as of December 12, 2003, among DDi Corp. and the Lenders who hold Registrable Securities (as defined therein), as the same may be amended, supplemented or otherwise modified from time to time.

“Lender Warrant Agreement”: that certain Secured Lender Warrant Agreement, dated as of December 12, 2003 among DDi Corp., Mellon, as warrant agent, the Administrative Agent and the Lenders, as the same may be amended, supplemented or otherwise modified from time to time.

“Lender Warrants”: the Warrants as defined in and issued to the Lenders pursuant to the Lender Warrant Agreement.

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Loan”: any loan outstanding pursuant to this Agreement.

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“Loan Default Rate”: as defined in Section 8.

“Loan Documents”: this Agreement, the Security Documents, the Notes, the Lender Warrant Agreement, the Escrow Agreement and the Lender Registration Rights Agreement and any ancillary documents thereto.

“Loan Parties”: DDi Corp., DDi Intermediate Holdco, the Company, the Borrower, and each other Subsidiary of Details that is a party to a Loan Document.

“Management Equity Incentive Plan”: that certain DDi Corp. 2003 Management Equity Incentive Plan.

“Majority Facility Lenders”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans or the Total Tranche A Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Tranche A Revolving Credit Facility, prior to any termination of the Tranche A Revolving Credit Commitments, the holders of more than 50% of the Total Tranche A Revolving Credit Commitments).

“Majority Tranche A Revolving Credit Lenders”: the Majority Facility Lenders in respect of the Tranche A Revolving Credit Facility.

“Material Adverse Effect”: a material adverse effect on (a) the DDi Reorganization and the Restructuring, (b) the business, operations, assets, prospects or condition (financial or otherwise) of Details and its Subsidiaries taken as a whole or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

“Material Environmental Amount”: an amount payable by Details and/or its Subsidiaries in excess of $1,500,000 for remedial costs, compliance costs, compensatory damages, punitive damages, fines, penalties or any combination thereof.

“Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“Mellon”: Mellon Investor Services LLC.

“Minimum Liquidity”: as defined in Section 7.1(e)

“Mortgaged Properties”: the real properties listed on Schedule 1.1B, as to which the Administrative Agent for the benefit of the Lenders shall be granted a Lien pursuant to the Mortgages.

“Mortgages”: each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Lenders, substantially in the form of Exhibit G (with such changes thereto as shall be advisable under the

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law of the jurisdiction in which such mortgage or deed of trust is to be recorded), as the same may be amended, supplemented or otherwise modified from time to time.

“Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of seller’s, in the case of any Asset Sale, or the party who incurs the applicable loss, in the case of any Recovery Event, reasonable attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary and reasonable fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of equity securities or debt securities or instruments or the incurrence of loans, the cash proceeds received from such issuance or incurrence, net of reasonable attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“Non-Excluded Taxes”: as defined in Section 2.17(a).

“Non-Solicitation Agreement”: that certain Non-Solicitation Agreement dated December 12, 2003, between Bruce McMaster and the Borrower.

“Non-U.S. Lender”: as defined in Section 2.17(d).

“Notes”: the collective reference to any promissory note evidencing Loans.

“Obligations”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender (or, in the case of Specified Swap Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Tranche A Letters of Credit, any Specified Swap Agreement entered into with any Lender or any affiliate of any Lender or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees (including the Success Fee), indemnities, costs, expenses (including, without limitation, all fees, charges

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and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

“Original Closing Date”: July 23, 1998.

“Original Guarantee and Collateral Agreement”: that certain Guarantee and Collateral Agreement, dated as of July 23, 1998, among DDi Intermediate Holdco., the Company, the Borrower and certain of their Subsidiaries in favor of the Administrative Agent.

“Original Indebtedness”: as defined in the recitals hereto.

“Original Loans”: as defined in the recitals hereto.

“Original Revolving Credit Loans”: as defined in the recitals hereto.

“Original Revolving Extensions of Credit”: as defined in the recitals hereto.

“Original Swap Agreement”: as defined in the recitals hereto.

“Original Tranche A Term Loans”: as defined in the recitals hereto.

“Original Tranche B Term Loans”: as defined in the recitals hereto.

“Other Taxes”: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Other Registration Rights Agreements”: the collective reference to (i) the Registration Rights Agreement (New DDi Europe Preferred Stock), dated December 12, 2003, made by DDi Europe for the benefit of the holders of Registrable Securities (as defined therein), (ii) the Registration Rights Agreement (New Common Stock), dated December 12, 2003, made by DDi Corp. for the benefit of the holders of Registrable Securities (as defined therein), and (iii) the Registration Rights Agreement (Senior Discount Warrants), dated December 12, 2003, made by DDi Corp. for the benefit of the holders of Registrable Securities (as defined therein) in each case, as the same may be amended, supplemented or otherwise modified from time to time.

“Other Warrant Agreement”: that certain Senior Discount Warrant Agreement, dated December 12, 2003, between DDi Corp. and Mellon, as warrant agent, as the same may be amended, supplemented or otherwise modified from time to time.

“Participant”: as defined in Section 10.6(b).

“Participating Share”: with respect to any Tranche A Lender the amount equal to (x) (i) the aggregate Commitments outstanding on the Scheduled Tranche A Revolving Termination Date or on the SED Date, as applicable, multiplied by such Tranche A Revolving Lender’s Tranche A Commitments outstanding on the Restatement Effective Date less (ii) the aggregate Commitments outstanding on the Restatement Effective Date multiplied by such

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Tranche A Revolving Lender’s Tranche A Commitments outstanding on the Scheduled Tranche A Revolving Termination Date to on the SED Date, as applicable, divided by (y) the sum of Commitments outstanding on the Restatement Effective Date.

“Participation Interest”: as defined in Section 10.8(a).

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan”: at a particular time, any employee benefit plan which is covered by ERISA and in respect of which Details or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan of Reorganization”: the Modified First Amended Plan of Reorganization for DDi Corp. and the Company, dated as of August 30, 2003, filed with the Bankruptcy Court and confirmed by the Confirmation Order with respect to the Cases filed by DDi Corp. and the Company with such amendments as may be approved pursuant to the Restructuring Support Agreement.

“Preferred Stock”: any Capital Stock entitled by its terms to a preference (a) as to dividends or (b) upon a distribution of assets.

“Pre-Restructuring Loan Documents”: the Original Credit Agreement, the Original Guarantee and Collateral Agreement and all collateral and ancillary documentation executed in connection therewith, including, without limitation, the terminated interest rate exchange agreement and transactions thereunder entered into by Details.

“Projections”: as defined in Section 6.2(c).

“Property”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation.

“Qualified Account”: a deposit account of the Borrower and its Subsidiaries in which the Administrative Agent has a perfected first priority security interest, in each case on terms and conditions satisfactory to the Administrative Agent.

“Real Properties”: as defined in Section 4.17.

“Recovery Event”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Company or any of its Subsidiaries.

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“Reference Period”: with respect to any date, means the period of four consecutive fiscal quarters of Details immediately preceding such date or, if such date is the last day of a fiscal quarter, ending on such date.

“Register”: as defined in Section 10.6(d).

“Registration Rights Agreements”: the collective reference to the Lender Registrations Rights Agreement and the Other Registration Rights Agreements.

“Regulation U”: Regulation U of the Board as in effect from time to time.

“Reimbursement Obligation”: the obligation of the relevant Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Tranche A Letters of Credit.

“Reinvestment Deferred Amount”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by the Company or any of its Subsidiaries in connection therewith which are not applied to prepay the Term Loans or reduce the Tranche A Revolving Credit Commitments pursuant to Section 2.9(c) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event”: any Asset Sale or Recovery Event in respect of which Details has delivered a Reinvestment Notice.

“Reinvestment Notice”: a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that Details (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets useful in its business.

“Reinvestment Prepayment Amount”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended or then committed to be expended prior to the relevant Reinvestment Prepayment Date to acquire assets useful in Details’ business.

“Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlier of (a) the date occurring six months (or, in the case of any reinvestment to be made by Details or any of its Subsidiaries from the proceeds of any property or casualty insurance claim, twelve months) after such Reinvestment Event and (b) the date on which Details shall have determined not to, or shall have otherwise ceased to, acquire assets useful in Details’ business with all or any portion of the relevant Reinvestment Deferred Amount.

“Related Agreements”: the collective reference to all documents relating to the implementation of the Plan of Reorganization and the DDi Reorganization, including, without

limitation, the Registration Rights Agreements, the Warrant Agreements, the Escrow Agreement, and the Non-Solicitation Agreement.

“Reorganization”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

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“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsection .13, .14, .16, .18, .19 or .20 of PBGC Reg. § 2615.

“Required Lenders”: the holders of more than 50% of the sum of (i) the aggregate unpaid principal amount of the Term Loans and (ii) the Total Tranche A Revolving Credit Commitments or, if the Tranche A Revolving Credit Commitments have been terminated, the Total Tranche A Revolving Extensions of Credit.

“Requirement of Law”: as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Responsible Officer”: the chief executive officer, president or chief financial officer of Details, but in any event, with respect to financial matters, the chief financial officer of Details.

“Restatement Effective Date”: the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied, which date shall be no later than January 30, 2004.

“Restructuring”: as defined in the recitals hereto.

“Restructuring Support Agreement”: that certain Restructuring Support Agreement dated as of August 1, 2003, by and among (i) DDi Corp., DDi Intermediate Holdco, the Company, the Borrower and their respective Subsidiaries and affiliates, (ii) the Administrative Agent and (iii) the Lenders.

“Sale-Leaseback Transaction”: as defined in Section 7.11.

“Scheduled Tranche A Revolving Termination Date”: June 30, 2005.

“Second Original Closing Date”: the Business Day immediately following the Original Closing Date.

“Securities Act”: the Securities Act of 1933, as amended from time to time, and the rules and regulations.

“Security Documents”: the collective reference to the Guarantee and Collateral Agreement, the DDi Corp. Guarantee and Collateral Agreement, the Mortgages, the DDi Corp. Cash Account Agreement, the JPM Controlled Account Agreement, the JPM Qualified Cash Control Agreement and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“SED Date”: the date of the occurrence of a Significant Event of Default;

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“Senior Accreting Notes”: the senior unsecured accreting notes of the Company issued pursuant to the Company Indenture.

“Significant Event of Default”: shall mean the reference to the Events of Default set forth in Sections 8(a) and 8(f).

“Single Employer Plan”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“Solvent”: when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Specified Change of Control”: a “Change of Control” (or analogous concept) as defined in the Company Indenture to the extent there is Indebtedness outstanding thereunder and such definition (or concept) remains applicable thereto at the date of determination.

“Specified Swap Agreement”: any Swap Agreement entered into by the Borrower and any Lender or affiliate thereof in respect of interest rates.

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Details and unless otherwise specified, DDISV shall be treated as a Subsidiary of Details.

“Subsidiary Guarantor”: each Subsidiary of Details other than any Excluded Foreign Subsidiary.

“Success Fee”: a fee of 4.625% per annum payable as described in Section 2.12(e).

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“Swap Agreement”: means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries shall be a Swap Agreement.

“Swap Termination Payment”: as defined in the recitals hereto.

“Telerate Page”: means the display designated as Page 3750 on the Dow Jones Markets System (or such other page as may replace such page on such service for the purpose of displaying the rates at which Dollar deposits are offered by leading banks in the London interbank deposit market).

“Term Loan Lenders”: the collective reference to the Tranche A Term Loan Lenders (on and after the Scheduled Tranche A Revolving Termination Date) and the Tranche B Term Loan Lenders.

“Term Loans”: the collective reference to the Tranche A Term Loans (on and after the Scheduled Tranche A Revolving Termination Date) and the Tranche B Term Loans.

“Total Tranche A Revolving Credit Commitments”: at any time, the aggregate amount of the Tranche A Revolving Credit Commitments at such time.

“Total Tranche A Revolving Extensions of Credit”: at any time, the aggregate amount of the Tranche A Revolving Extensions of Credit of the Tranche A Revolving Credit Lenders at such time.

“Tranche A Lender”: a lender who is either a Tranche A Term Loan Lender or a Tranche A Revolving Lender.

“Tranche A Letters of Credit”: as defined in Section 3.1(a).

“Tranche A L/C Commitment”: $5,000,000.

“Tranche A L/C Fee Payment Date”: the last day of each March, June, September and December and the last day of the Tranche A Revolving Credit Commitment Period.

“Tranche A L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Tranche A Letters of Credit and (b) the aggregate amount of drawings under Tranche A Letters of Credit which have not then been reimbursed pursuant to Section 3.5.

“Tranche A L/C Participants”: the collective reference to all the Tranche A Revolving Credit Lenders other than the Issuing Lender.

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“Tranche A Loan Commitment”: at any time prior to the Scheduled Tranche A Revolving Termination Date, the Tranche A Revolving Credit Commitment, and, at any time on and after the Scheduled Tranche A Revolving Termination Date, the Tranche A Term Loan Commitment.

“Tranche A Loans”: at any time prior to the Scheduled Tranche A Revolving Termination Date, the Tranche A Revolving Credit Loans, and, at any time on and after the Scheduled Tranche A Revolving Termination Date, the Tranche A Term Loans.

“Tranche A Revolving Credit Commitment”: as to any Lender, the obligation of such Lender, if any, to make Tranche A Revolving Credit Loans and Tranche A Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Tranche A Revolving Credit Commitment” opposite such Lender’s name on Schedule 2.3(c), as the same may be changed from time to time pursuant to the terms hereof.

“Tranche A Revolving Credit Commitment Period”: the period from and including the Restatement Effective Date to and including the Scheduled Tranche A Revolving Termination Date or such earlier date on which the Tranche A Revolving Credit Commitments shall terminate as provided herein.

“Tranche A Revolving Credit Loans”: as defined in Section 2.3.

“Tranche A Revolving Extensions of Credit”: as to any Tranche A Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Tranche A Revolving Credit Loans made by such Lender then outstanding and (b) such Lender’s Tranche A Revolving Percentage of the Tranche A L/C Obligations then outstanding.

“Tranche A Revolving Lender”: each Lender which has a Tranche A Revolving Credit Commitment or which has made Tranche A Revolving Credit Loans.

“Tranche A Revolving Percentage”: as to any Tranche A Revolving Lender at any time, the percentage which such Lender’s Tranche A Revolving Credit Commitment then constitutes of the Tranche A Total Revolving Credit Commitments (or, at any time after the Tranche A Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Tranche A Revolving Credit Loans then outstanding constitutes of the aggregate principal amount of the Tranche A Revolving Credit Loans then outstanding).

“Tranche A Term Loan”: as defined in Section 2.1(c).

“Tranche A Term Loan Commitment”: as to any Lender, the obligation of such Lender, if any, to make Tranche A Term Loans to the Borrower hereunder in an aggregate principal amount not to exceed the outstanding principal amount of such Lender’s Tranche A Revolving Credit Loan on the Scheduled Tranche A Revolving Termination Date.

“Tranche A Term Loan Lender”: each Lender which has a Tranche A Term Loan Commitment or which has made Tranche A Term Loans.

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“Tranche A Term Loan Maturity Date”: April 15, 2008.

“Tranche A Term Loan Percentage”: as to Tranche A Term Loan Lender at any time, the percentage which the aggregate principal amount of such Lender’s Tranche A Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche A Term Loans then outstanding.

“Tranche B Term Loans”: the collective reference to the Tranche B-1 Term Loans and the Tranche B-2 Term Loans.

“Tranche B Term Loan Commitment”: the collective reference to the Tranche B-1 Term Loan Commitment and the Tranche B-2 Term Loan Commitment.

“Tranche B Term Loan Lender”: the collective reference to the Tranche B-1 Term Loan Lenders and the Tranche B-2 Term Loan Lenders.

“Tranche B Term Loan Maturity Date”: April 15, 2008.

“Tranche B Term Loan Percentage”: as to any Lender at any time, the percentage which the aggregate principal amount of such Lender’s Tranche B Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B Term Loans then outstanding.

“Tranche B-1 Term Loans”: as defined in Section 2.1 (b).

“Tranche B-1 Term Loan Commitment”: as to a Tranche B-1 Term Loan Lender, the obligation of such Lender, if any, to make Tranche B-1 Term Loans to the Borrower hereunder in an aggregate principal amount not to exceed the amount set forth under the heading “Tranche B-1 Term Loan Commitment” opposite such Lender’s name on Schedule 1.1A.

“Tranche B-1 Term Loan Lender”: each Lender which has a Tranche B-1 Term Loan Commitment or which has made Tranche B-2 Term Loans.

“Tranche B-2 Term Loans”: as defined in Section 2.1 (b).

“Tranche B-2 Term Loan Commitment”: as to a Tranche B-2 Term Loan Lender, the obligation of such Lender, if any, to make Tranche B-2 Term Loans to the Borrower hereunder in an aggregate principal amount not to exceed the amount set forth under the heading “Tranche B-2 Term Loan Commitment” opposite such Lender’s name on Schedule 1.1A.

“Tranche B-2 Term Loan Lender”: each Lender which has a Tranche B-2 Term Loan Commitment or which has made Tranche B-2 Term Loans.

“Transferee”: as defined in Section 10.16.

“True-Up Amount”: an amount equal to (x)(i) the sum of the Tranche A Loan Commitments and Tranche B Term Loan Commitments outstanding on the Scheduled Tranche A Revolving Termination Date or on the SED Date, as applicable, multiplied by the Tranche A Loan Commitments outstanding on the Restatement Effective Date less (ii) the sum of the

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Tranche A Loan Commitments and Tranche B Term Loan Commitments outstanding on the Restatement Effective Date multiplied by the Tranche A Loan Commitments outstanding on the Scheduled Tranche A Revolving Termination Date, or on the SED Date, as applicable, divided by (y) the sum of the Tranche A Loan Commitments and Tranche B Term Loan Commitments outstanding on the Restatement Effective Date.

“True-Up Trigger”: if the following occurs: (i) the ratio of (x) the Tranche A Loan Commitments outstanding on the Scheduled Tranche A Revolving Termination Date or on the SED Date, as applicable, to (y) the aggregate Tranche A Loan Commitments and Tranche B Loan Commitments outstanding on the Scheduled Tranche A Revolving Termination Date or on the SED Date, as applicable, is less than (ii) the ratio of (x) Tranche A Loan Commitments outstanding on the Restatement Effective Date to (y) the aggregate Tranche A Loan Commitments and Tranche B Loan Commitments outstanding on the Restatement Effective Date.

“Type”: as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

“Uniform Customs”: the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, as the same may be amended from time to time.

“U.S. Taxes”: as defined in Section 10.6(f)(ii).

“Warrant Agreements”: the collective reference to the Lender Warrant Agreement and the Other Warrant Agreements.

“Wholly Owned Subsidiary”: as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“Wholly Owned Subsidiary Guarantor”: any Subsidiary Guarantor that is a Wholly Owned Subsidiary of Details.

1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents.

(b) As used herein and in the other Loan Documents, accounting terms relating to the Company and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

(c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

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(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) For the purposes of calculating Consolidated EBITDA for any Reference Period pursuant to any determination of the Consolidated Leverage Ratio, (i) if at any time during such Reference Period Details or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property which is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period; (ii) if during such Reference Period Details or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period; and (iii) if during such Reference Period any Person that subsequently became a Subsidiary or was merged with or into Details or any Subsidiary since the beginning of such Reference Period shall have entered into any disposition or acquisition transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Details or a Subsidiary during such Reference Period, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such Reference Period. As used in this paragraph, “Material Acquisition” means any acquisition of Property or series of related acquisitions of Property (including by way of merger) which (a) constitutes assets comprising all or substantially all of a facility or an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by Details and its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash consideration consisting of notes or other debt securities and valued at fair market value in the case of other non-cash consideration) in excess of $2,000,000; and “Material Disposition” means any Disposition of Property or series of related Dispositions of Property which yields gross proceeds to Details or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $2,000,000.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Term Loan Commitments; Tranche A Loans. (a) On the Original Closing Date and on the Second Original Closing Date, certain Lenders made the Original Tranche A Term Loans in an aggregate principal amount of $105,000,000 and the Original Tranche B Term Loans in an aggregate principal amount of $150,000,000 and agreed to provide the Original Revolving Extensions of Credit in an aggregate principal amount of up to $50,000,000.

(b) On the Restatement Effective Date, the Original Loans and the Swap Termination Payment shall be restructured and exchanged and the following amounts will be outstanding hereunder: (i) Tranche A Revolving Credit Loans in the aggregate principal amount of $13,802,000 (as described in Section 2.3), (ii) term loans in the aggregate principal amount of $43,385,666.97 (the “Tranche B-1 Term Loans”) and (iii) term loans in the aggregate principal amount of $14,507,249.53 (the “Tranche B-2 Term Loans”). All Original Loans outstanding on the Restatement Effective Date as restructured and exchanged pursuant hereto, shall remain

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outstanding to the Borrower hereunder on the terms set forth herein and, with respect to any Original Loans made to DDISV, DDISV shall transfer and assign, and the Borrower shall assume, all obligations and liabilities of DDISV with respect to such Original Loans effective as of the Restatement Effective Date.

(c) Any principal amount of Tranche A Revolving Credit Loans of any Tranche A Lender outstanding as of the Scheduled Tranche A Revolving Termination Date shall be automatically converted to term loans to the Borrower (the “Tranche A Term Loans”) in an aggregate amount not to exceed the amount of the Tranche A Term Loan Commitment of such Lender.

(d) The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Section 2.10.

2.2 Repayment of Term Loans. (a) (i) The Tranche A Term Loans of each Tranche A Term Loan Lender shall mature in quarterly installments (other than with respect to the last installment, which shall be due on April 15, 2008, the Tranche A Term Loan Maturity Date), commencing on June 30, 2005 (the Scheduled Tranche A Revolving Termination Date), in an amount equal to such Lender’s Tranche A Term Loan Percentage of the amount set forth opposite the date on which such installment is due:

Installment	Amount
June 30, 2005	$	514,403.29
September 30, 2005	$	514,403.29
December 31, 2005	$	514,403.29
March 31, 2006	$	514,403.29
June 30, 2006	$	514,403.29
September 30, 2006	$	514,403.29
December 31, 2006	$	514,403.29
March 31, 2007	$	514,403.29
June 30, 2007	$	514,403.29
September 30, 2007	$	514,403.29
December 31, 2007	$	514,403.29
March 31, 2008	$	514,403.29
April 15, 2008	$	8,827,160.52

provided that, if on the Scheduled Tranche A Revolving Termination Date (after giving effect to the conversion pursuant to Section 2.5) the aggregate principal amount of Tranche A Term Loans then outstanding is less than the Total Tranche A Revolving Credit Commitment outstanding on the Restatement Effective Date, then the installment amount due on April 15, 2008 shall be reduced by an amount equal to the difference between the Total Tranche A Revolving Credit Commitment outstanding on the Restatement Effective Date and the Tranche A Term Loans outstanding on the Scheduled Tranche A Revolving Termination Date.

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(b) Any Tranche A Term Loans outstanding on the Tranche A Term Loan Maturity Date shall be due and payable on such date.

(c) (i) The Tranche B Term Loan of each Tranche B Lender shall mature in quarterly installments (other than with respect to the last installment, which shall be due on April 15, 2008, the Tranche B Term Loan Maturity Date), commencing on March 31, 2004, each of which shall be in an amount equal to such Lender’s Tranche B Term Loan Percentage of the amount set forth opposite the date on which such installment is due:

Installment	Amount
March 31, 2004	$	25,000.00
June 30, 2004	$	25,000.00
September 30, 2004	$	25,000.00
December 31, 2004	$	25,000.00
March 31, 2005	$	25,000.00
June 30, 2005	$	1,985,596.71
September 30, 2005	$	1,985,596.71
December 31, 2005	$	1,985,596.71
March 31, 2006	$	1,985,596.71
June 30, 2006	$	1,985,596.71
September 30, 2006	$	1,985,596.71
December 31, 2006	$	1,985,596.71
March 31, 2007	$	1,985,596.71
June 30, 2007	$	1,985,596.71
September 30, 2007	$	1,985,596.71
December 31, 2007	$	1,985,596.71
March 31, 2008	$	1,985,596.71
April 15, 2008	$	33,940,755.65

(d) Any Tranche B Term Loans outstanding on the Tranche B Term Loan Maturity Date shall be due and payable on such date.

2.3 Revolving Credit Commitments. (a) Subject to the terms and conditions hereof, each Tranche A Revolving Lender severally agrees to make revolving credit loans (“Tranche A Revolving Credit Loans”) to the Borrower from time to time during the Tranche A Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Tranche A Revolving Percentage of the aggregate amount of the Tranche A L/C Obligations then outstanding, does not exceed the amount of such Lender’s Tranche A Revolving Credit Commitment. As of the Restatement Effective Date, (x) $13,802,000 of Tranche A Revolving Credit Loans will be outstanding and (y) $1,198,000 of Tranche A L/C Obligations (consisting of undrawn and unexpired Existing Facility Letters of Credit of like aggregate amount) will be outstanding under the Tranche A Revolving Credit Facility.

(b) During the Tranche A Revolving Credit Commitment Period, the Borrower may use the Tranche A Revolving Credit Commitments by borrowing, prepaying the Tranche A

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Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Tranche A Revolving Credit Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.4 and 2.10, provided that no Tranche A Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Scheduled Tranche A Revolving Termination Date.

(c) The sum of the Tranche A Revolving Credit Commitments of all Tranche A Revolving Credit Lenders shall at no time exceed $15,000,000. Schedule 2.3(c) sets forth the Tranche A Revolving Credit Commitment of each Tranche A Revolving Lender.

2.4 Procedure for Revolving Credit Borrowing. The Borrower may borrow under the Tranche A Revolving Credit Commitments during the Tranche A Revolving Credit Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to (a) 3:00 P.M., New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 11:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Tranche A Revolving Credit Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Tranche A Revolving Credit Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then aggregate Available Tranche A Revolving Credit Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $2,500,000 or a whole multiple of $500,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Tranche A Revolving Lender thereof. Each Tranche A Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.2 prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Revolving Credit Lenders and in like funds as received by the Administrative Agent.

2.5 Conversion of Tranche A Revolving Credit Facility. Subject to the terms and conditions hereof, each Tranche A Revolving Lender severally agrees that on the Scheduled Tranche A Revolving Termination Date, the aggregate principal amount of all Tranche A Revolving Credit Loans outstanding under the Tranche A Revolving Credit Facility shall automatically be converted into the Tranche A Term Loans hereunder and such Lenders shall thereafter be Tranche A Term Loan Lenders hereunder for all purposes hereof.

2.6 Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Tranche A Revolving Lender a commitment fee for the period from and including the Restatement Effective Date to the last day of the Tranche A Revolving Credit Commitment Period, computed at the Commitment Fee Rate on the average

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daily amount of the Available Tranche A Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Scheduled Tranche A Revolving Termination Date or such earlier date on which the Tranche A Revolving Credit Commitments shall terminate as provided herein, commencing on the first of such dates to occur after the date hereof.

(b) Details agrees to pay to the Administrative Agent the fees in the amounts and on the dates described in the Fee Letter and agrees to pay the Documentation Agent the fees previously agreed to in writing by Details and the Documentation Agent.

2.7 Termination or Reduction of Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Tranche A Revolving Credit Commitments or, from time to time, to reduce the amount of the Tranche A Revolving Credit Commitments; provided that no such termination or permanent reduction of Tranche A Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Tranche A Revolving Credit Loans made on the effective date thereof, the Total Tranche A Revolving Extensions of Credit would exceed the Total Tranche A Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall permanently reduce the Tranche A Revolving Credit Commitments then in effect. Notwithstanding the above, the Borrower shall not be permitted to terminate or reduce permanently any Tranche A Revolving Credit Commitments pursuant to this Section 2.7 unless the Borrower also simultaneously prepays Tranche B Term Loans pursuant to Section 2.8 on a pro rata basis based upon the outstanding Tranche A Revolving Commitments and outstanding principal amount of the Tranche B Term Loans at such time.

2.8 Optional Prepayments. The Borrower may at any time and from time to time, at the Borrower’s option, prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of Eurodollar Loans and at least one Business Day prior thereto in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day earlier than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.18. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Tranche A Revolving Credit Loans which are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Tranche A Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Amounts to be applied in connection with optional prepayments of the Tranche A Revolving Credit Loans shall, at the election of the Borrower, be applied only to the Tranche A Revolving Credit Loans in accordance with the last sentence of this Section 2.8 or, on a pro rata basis, among the Tranche A Revolving Credit Commitments and the Tranche B Term Loans. Amounts to be applied in connection with optional prepayments of the Term Loans after the Scheduled Tranche A Revolving Termination Date shall be applied on a pro rata basis among the Tranche A Term Loans and the Tranche B Term Loans based upon the outstanding principal amount thereof. Any prepayment of Tranche A Term Loans and

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Tranche B Term Loans shall be applied to the installments thereof as set forth in Section 2.2 in inverse order of maturity and may not subsequently be reborrowed. Prior to the Scheduled Tranche A Revolving Termination Date, the Borrower may elect to make optional prepayments under the Tranche A Revolving Credit Facility that do not constitute permanent reductions of Commitments thereunder to repay the Tranche A Revolving Credit Loans only.

2.9 Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if any Indebtedness shall be Incurred by DDi Corp. or any of its Subsidiaries (excluding DDi Europe), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and, prior to the Scheduled Tranche A Revolving Termination Date, the reduction of the Tranche A Revolving Credit Commitments as set forth in Section 2.9(e); provided that no such prepayment and reduction shall be required pursuant to this Section 2.9(a) with respect to Indebtedness Incurred in accordance with Section 7.2, other than to the extent set forth therein.

(b) Unless the Required Lenders shall otherwise agree, if any Capital Stock shall be issued or sold by DDi Corp. or any of its Subsidiaries (excluding DDi Europe) for cash, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans and the reduction of the Tranche A Revolving Credit Commitments as set forth in Section 2.9(e).

(c) Unless the Required Lenders shall otherwise agree, if on any date DDi Corp. or any of its Subsidiaries (excluding DDi Europe) shall receive Net Cash Proceeds from any Asset Sale or Recovery Event (unless a Reinvestment Notice shall be delivered in respect thereof) then, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and, prior to the Scheduled Tranche A Revolving Termination Date, the reduction of the Tranche A Revolving Credit Commitments as set forth in Section 2.9(e); provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any fiscal year of Details, (ii) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any fiscal year of Details, and (iii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and, prior to the Scheduled Tranche A Revolving Termination Date, the reduction of the Tranche A Revolving Credit Commitments as set forth in Section 2.9(e), and provided, further, that 100% of the Net Cash Proceeds of the first $1,250,000 of Asset Sales (after giving effect to any Reinvestment Notice in respect of such Asset Sales), which Asset Sales shall in any event include any sale of real or personal property located at the facilities in Garland, Texas and Sterling, Virginia, may be applied by the Borrower to repay Tranche A Revolving Credit Loans only so long as such repayment does not also constitute a permanent reduction of Tranche A Revolving Credit Commitments.

(d) Unless the Required Lenders shall otherwise agree, if, on December 31 of any fiscal year of Details, commencing with fiscal year 2004, there shall be Excess Cash, the Borrower shall, on the relevant Excess Cash Application Date, prepay the Term Loans and, prior to the Scheduled Tranche A Revolving Termination Date, reduce the Tranche A Revolving

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Credit Commitments as set forth in Section 2.9(e) in an amount equal to the excess, if any, of Excess Cash as at December 31 for such fiscal year over $15,000,000. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Application Date”) that is the earlier of (i) the date on which the financial statements of Details referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered, provided that the Excess Cash Application Date for fiscal year 2004 shall be July 15, 2005.

(e) Prior to the Scheduled Tranche A Revolving Termination Date, amounts to be applied in connection with mandatory prepayments and Commitment reductions made pursuant to Section 2.9 shall be applied to the prepayment of the Tranche B Term Loans and to reduce permanently the Tranche A Revolving Credit Commitments on a pro rata basis on the outstanding amount thereof. Any such reduction of the Tranche A Revolving Credit Commitments shall be accompanied by prepayment of the Tranche A Revolving Credit Loans to the extent, if any, that the Total Tranche A Revolving Extensions of Credit exceed the amount of the Total Tranche A Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Tranche A Revolving Credit Loans then outstanding is less than the amount of such excess (because Tranche A L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Tranche A Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. On and after the Scheduled Tranche A Revolving Termination Date, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.9 shall be applied to the prepayment of the Term Loans, pro rata among Tranche A Term Loans and Tranche B Term Loans, based upon the outstanding principal amount thereof. Subject to the second preceding sentence, the application of any prepayment pursuant to Section 2.9 shall be made first to ABR Loans and second to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 (except in the case of Tranche A Revolving Credit Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

(f) All unpaid amounts owing hereunder shall be due and payable on April 15, 2008.

(g) Notwithstanding anything to the contrary in Sections 2.9(a) or 2.9(b) above, no prepayment of the Term Loans or reduction of the Tranche A Revolving Credit Commitments shall be required with respect to up to the first $10,000,000 in the aggregate of Net Cash Proceeds of any issuances of equity or Indebtedness of DDi Corp. or the Company (any such issuance, “New Capital”), so long as (i) any such issuance of Indebtedness is subordinated to the Obligations on terms satisfactory to the Administrative Agent and the Required Lenders, (ii) no cash payments are required to made with respect to such New Capital until all Obligations are paid in full, (iii) in the case of any issuance of equity of DDi Corp., the Lenders shall have anti-dilution protection under the Lender Warrant Agreement and (iv) the terms of any such issuance of Indebtedness are otherwise satisfactory to the Administrative Agent and the Required Lenders. All Net Cash Proceeds of issuances of New Capital pursuant to this Section 2.9(g) shall be immediately deposited in Qualified Accounts of the Borrower and its Subsidiaries; provided

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that up to $4,000,000 of such Net Cash Proceeds from any issuance of equity of DDi Corp. may be distributed to DDi Europe.

2.10 Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent at least one Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.11 Minimum Amounts and Maximum Number of Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than four Eurodollar Tranches shall be outstanding at any one time.

2.12 Interest Rates and Payment Dates; Success Fee. (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

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(c) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest at a rate per annum which is equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.12 plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans under the Tranche A Revolving Credit Facility plus 2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the ABR plus 3.25%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment).

(d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section 2.12 shall be payable from time to time on demand.

(e) In addition to the foregoing, the Borrower shall pay a Success Fee to the Lenders as follows:

(i) the Borrower agrees to pay to each Tranche A Lender the Success Fee which shall accrue on a quarterly basis and which shall be payable in cash (x) on the date that Details achieves Consolidated EBITDA of $50,000,000 as at the end of any fiscal quarter for the preceding 12 month period and thereafter on a quarterly basis in arrears on each Interest Payment Date for ABR Loans and (y) on the Tranche A Term Loan Maturity Date; such Success Fee will be paid prior to the Scheduled Tranche A Revolving Termination Date on such Lender’s Tranche A Revolving Credit Commitment and on and after the Scheduled Tranche A Revolving Termination Date on such Lender’s outstanding Tranche A Term Loans;

(ii) the Borrower agrees to pay to each Tranche B-1 Term Loan Lender the Success Fee on such Lender’s outstanding Tranche B-1 Term Loans which shall accrue on a quarterly basis and which shall be payable in cash (x) on the date that Details achieves Consolidated EBITDA of $50,000,000 as at the end of any fiscal quarter for the preceding 12 month period and thereafter on a quarterly basis in arrears on each Interest Payment Date for ABR Loans and (y) on the Tranche B Term Loan Maturity Date; and

(iii) the Borrower agrees to pay to each Tranche B-2 Term Loan Lender the Success Fee on such Lender’s outstanding Tranche B-2 Term Loans which shall accrue on a quarterly basis and which shall be payable in cash (x) on the date that Details achieves Consolidated EBITDA of $50,000,000 as at the end of any fiscal quarter for the preceding 12 month period and thereafter on a quarterly basis in arrears on each Interest Payment Date for ABR Loans and (y)

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on the Tranche B Term Loan Maturity Date, if and to the extent that on such date the fair market value of Details and its Subsidiaries (as determined by an independent valuation firm approved by the Administrative Agent) is greater than the outstanding amount of Obligations (other than the Success Fees) due under the Loan Documents,

provided that (x) in any event, all accrued and unpaid Success Fees payable pursuant to clauses (i) and (ii) above shall be due and payable in cash on the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, as applicable, and (y) (A) in the event that 50% or more (but not all) of the outstanding Tranche A Revolving Credit Commitments and/or Tranche A Term Loans, as the case may be, and Tranche B Term Loans, are permanently reduced and prepaid, all accrued and unpaid Success Fees payable pursuant to clauses (i), (ii) and (iii) above shall be due and payable in cash on the date of reduction and prepayment, and after such date, all Success Fees shall be payable in cash on a quarterly basis in arrears on each Interest Payment Date for ABR Loans and (B) in the event that 100% of the Tranche A Revolving Credit Commitments are terminated and/or the Tranche A Term Loans are prepaid in full, as the case may be, and the Tranche B Term Loans are prepaid in full, all accrued and unpaid Success Fees payable pursuant to clauses (i), (ii) and (iii) above shall be due and payable in cash on the date or termination and prepayment.

2.13 Computation of Interest and Fees. Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.12(a).

2.14 Inability to Determine Interest Rate. If prior to the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

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(b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility that were to have been continued as such on such first day shall be converted on such day to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

2.15 Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Tranche A Term Loan Percentages, Tranche B Term Loan Percentages or Tranche A Revolving Percentages, as the case may be, of the relevant Lenders.

(b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Tranche A Term Loans or the Tranche B Term Loans shall be made pro rata according to the respective outstanding principal amounts of such Term Loans of the Borrower then held by the relevant Term Loan Lenders (except as otherwise provided in paragraph (d) below). The amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Tranche A Term Loans and Tranche B Term Loans, as the case may be, in inverse order of maturity.

(c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Tranche A Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Tranche A Revolving Credit Loans then held by the Tranche A Revolving Credit Lenders.

(d) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 10.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to

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the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.15(e) shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrower.

2.16 Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Tranche A Letters of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for taxes covered by Section 2.17 and changes in the rate of tax on the overall net income of such Lender);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender (other than taxes), by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Tranche A Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender

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notifies the Borrower of such Lender’s intention to claim compensation therefor. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.16, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Tranche A Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor.

(c) A certificate as to any additional amounts payable pursuant to this Section 2.16 submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The obligations of the Borrower pursuant to this Section 2.16 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.17 Taxes. (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i)

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that are attributable to such Lender’s failure to comply with the requirements of paragraph (d) or (e) of this Section or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt, or in any case where an official receipt is not available, such other similar evidence of payment sufficient for such purposes, received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure.

(d) Each Lender (or Transferee) that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit H and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.

(e) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without

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withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completion, execution or submission would not materially prejudice the legal position of such Lender.

(f) If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower have paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

(g) The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.18 Indemnity. The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense (other than any loss of Applicable Margin) which such Lender reasonably may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification shall be based upon the amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section 2.18 submitted to the Borrower by any Lender shall be presumptively correct in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.19 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.16 or 2.17(a) with respect to

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such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section 2.19 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.16 or 2.17(a).

SECTION 3. LETTERS OF CREDIT

3.1 L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Tranche A Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the “Tranche A Letters of Credit”) for the account of the Borrower on any Business Day during the Tranche A Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Tranche A Letter of Credit if, after giving effect to such issuance, (i) the Tranche A L/C Obligations would exceed the Tranche A L/C Commitment or (ii) the aggregate amount of the Available Tranche A Revolving Credit Commitments would be less than zero. Each Tranche A Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Tranche A Revolving Termination Date, provided that any Tranche A Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

(b) Each Tranche A Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.

(c) The Issuing Lender shall not at any time be obligated to issue any Tranche A Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

3.2 Procedure for Issuance of Tranche A Letters of Credit. The Borrower may from time to time request that the Issuing Lender issue a Tranche A Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Tranche A Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Tranche A Letters of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Tranche A Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Tranche A Letter of Credit to the relevant Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent,

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which shall in turn promptly furnish to the Lenders, notice of the issuance of each Tranche A Letter of Credit (including the amount thereof).

3.3 Commissions, Fees and Other Charges. (a) The Borrower will pay a commission on all outstanding Tranche A Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Tranche A Revolving Credit Facility shared ratably among the Tranche A Revolving Credit Lenders and payable quarterly in arrears on each Tranche A L/C Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 1/4 of 1% per annum, payable quarterly in arrears on each such Tranche A Letter of Credit on each Tranche A L/C Fee Payment Date after the issuance date with respect to each Tranche A Letter of Credit issued for the account of the Borrower.

(b) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Tranche A Letter of Credit.

3.4 L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Tranche A Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Tranche A Revolving Percentage in the Issuing Lender’s obligations and rights under each Tranche A Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Tranche A Letter of Credit for which the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Tranche A Revolving Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

(b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Tranche A Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Tranche A Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant

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with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

(c) Whenever, at any time after the Issuing Lender has made payment under any Tranche A Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Tranche A Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

3.5 Reimbursement Obligation of the Borrower. (a) The Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies the Borrower of the date and amount of the draft presented under any Tranche A Letter of Credit issued for the account of the Borrower and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in Section 2.12(c). Each drawing under any Tranche A Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.4 for funding by Tranche A L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.4 of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

3.6 Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Issuing Lender, any beneficiary of a Tranche A Letter of Credit or any other Person. The Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Tranche A Letter of Credit or any other party to which such Tranche A Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Tranche A Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Tranche A Letter of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of the Issuing Lender. The Borrower agrees that any

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action taken or omitted by the Issuing Lender under or in connection with any Tranche A Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of the Issuing Lender to the Borrower.

3.7 Letter of Credit Payments. If any draft shall be presented for payment under any Tranche A Letter of Credit, the Issuing Lender shall promptly notify the relevant Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Tranche A Letter of Credit shall, in addition to any payment obligation expressly provided for in such Tranche A Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Tranche A Letter of Credit in connection with such presentment are substantially in conformity with such Tranche A Letter of Credit.

3.8 Applications. To the extent that any provision of any Application related to any Tranche A Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply.

3.9 Transitional Provisions. On the Restatement Effective Date, the certain letters of credit outstanding under the Original Credit Agreement as of the Restatement Effective Date with an aggregate face amount of $1,198,000 (the “Existing Facility Letters of Credit”), without duplication, (i) shall be deemed to be Tranche A Letters of Credit issued pursuant to and in compliance with this Section 3, (ii) the face amount of such Existing Facility Letters of Credit shall be included in the calculation of the available Tranche A L/C Commitment and the Tranche A Revolving Extensions of Credit, (iii) the provisions of this Section 3 shall apply thereto, and the Borrower and the Tranche A Revolving Lenders hereunder hereby expressly assume all obligations with respect to such Letters of Credit and (iv) all liabilities of the Borrower with respect to such Existing Facility Letters of Credit shall constitute Obligations.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make or maintain the Loans and issue or participate in the Tranche A Letters of Credit, the Company and the Borrower hereby jointly and severally represent and warrant to the Administrative Agent and each Lender that:

4.1 Financial Condition. (a) The historical financial disclosure in the Disclosure Statement (other than the valuation analysis set forth in Section I.O.2 in the Disclosure Statement) presents fairly in all material respects the financial condition of DDi Corp. and its Subsidiaries, and no material changes to such financial disclosure have occurred that have not been disclosed in writing to the Lenders.

(b) The audited consolidated balance sheets of Details as at December 31, 2002 and December 31, 2001, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report

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from PriceWaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of Details as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Details as at September 30, 2003, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date present fairly in all material respects the consolidated financial condition of Details as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firms of accountants and disclosed therein). Details and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which pursuant to GAAP would have to be reflected in such financial statements, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2002 to and including the date hereof there has been no Disposition by Details or any of its Subsidiaries of any material part of its business or Property.

4.2 No Change. Except as set forth on Schedule 4.2 hereto, since December 31, 2002, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect, it being understood that the filing of the Cases and the facts related thereto as disclosed in filings with the Securities and Exchange Commission, press releases of DDi Corp. and its Subsidiaries and filings with the Bankruptcy Court in each case that are publicly available and/or have been previously provided in writing to the Lenders and as otherwise disclosed in writing to the Lenders shall not, in and of themselves, constitute a Material Adverse Effect. It is also understood and agreed that Schedule 4.2 shall not waive or relieve the Transaction Parties from any of their covenants or agreements under this Agreement.

4.3 Corporate Existence; Compliance with Law. Each of the Details, the Company, and their Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except where failure to comply would not result in a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.4 Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No

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consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the DDi Reorganization, the Restructuring and the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4, (ii) those consents, authorizations, filings and notices (to the extent material) which have been obtained or made and are in full force and effect and (iii) the filings referred to in Section 4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.5 No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Tranche A Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of Details, the Company or any of their Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable to Details, the Company or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

4.6 No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Company or the Borrower, threatened by or against Details, the Company or any of their Subsidiaries or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

4.7 No Default. Neither Details, the Company nor any of their Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect which could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

4.8 Ownership of Property; Liens. Each of Details, the Company and each of their Subsidiaries has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other Property, and none of such Property is subject to any Lien except as permitted by Section 7.3.

4.9 Intellectual Property. Except as set forth in Schedule 4.9, (i) Details, the Company and each of their Subsidiaries owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted; (ii) no material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does the Company or

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the Borrower know of any valid basis for any such claim; and (iii) the use of material Intellectual Property by Details, the Company and their Subsidiaries does not infringe on the rights of any Person in any material respect.

4.10 Taxes. Each of Details, the Company and each of their Subsidiaries has filed or caused to be filed all Federal, state and other material tax returns which are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all other taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority (other than any taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Details, the Company or their Subsidiaries, as the case may be); no tax Lien has been filed, and (except as disclosed on Schedule 4.10), to the knowledge of the Company and the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.

4.11 Federal Regulations. No part of the proceeds of any Loans will be used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board as now and from time to time hereafter in effect or for any purpose which violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in said Regulation U.

4.12 Labor Matters. There are no strikes or other labor disputes against Details, the Company or any of their Subsidiaries pending or, to the knowledge of the Company or the Borrower, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. Hours worked by, and payment made to, employees of Details, the Company and their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. All payments due from Details, the Company or any of their Subsidiaries on account of employee health and welfare insurance that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of, Details, the Company or such Subsidiary or otherwise disclosed in writing to the Lenders.

4.13 ERISA. Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer

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Plan which has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.

4.14 Investment Company Act; Other Regulations. No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) which limits its ability to incur Indebtedness.

4.15 Subsidiaries. The Subsidiaries listed on Schedule 4.15 constitute all the Subsidiaries of Details and the Company at the date hereof.

4.16 Use of Proceeds. The proceeds of the Tranche A Revolving Credit Loans and the Tranche A Letters of Credit shall be used for working capital needs and general corporate purposes of the Borrower and its Subsidiaries in the ordinary course of business (including in connection with any acquisition described in Section 7.8(h)).

4.17 Environmental Matters. Except as set forth on Schedule 4.17, and except as, in the aggregate, could not reasonably be expected to result in the payment of a Material Environmental Amount:

(a) The facilities and properties owned, leased or operated by Details, the Company or any of their Subsidiaries (the “Real Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances which (i) constitute or constituted a violation of, or (ii) could give rise to liability under, any Environmental Law.

(b) The Real Properties and all operations at the Real Properties are in material compliance, and have in the last five years been in material compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Real Properties or violation of any Environmental Law with respect to the Real Properties or the business operated by Details, the Company or any of their Subsidiaries (the “Business”) which could materially interfere with the continued operation of the Real Properties or materially impair the fair saleable value thereof. Neither Details, the Company nor any of their Subsidiaries has assumed any liability of any other Person under Environmental Laws.

(c) Neither Details, the Company nor any of their Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Business, nor does the Company or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.

(d) Materials of Environmental Concern have not been transported or disposed of from the Real Properties in violation of, or in a manner or to a location which could give rise to

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liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Real Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.

(e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Company and the Borrower, threatened, under any Environmental Law to which Details, the Company or any of their Subsidiaries is or will be named as a party with respect to the Real Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Real Properties or the Business.

(f) There has been no release or threat of release of Materials of Environmental Concern at or from the Real Properties, or arising from or related to the operations of Details, the Company or any of their Subsidiaries in connection with the Real Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

(g) Neither Details, the Company nor any of their Subsidiaries has assumed any liability of any other Person under Environmental Laws.

4.18 Accuracy of Information, etc. No statement or information (other than the projections and the pro forma financial information described in the immediately following sentence) contained in this Agreement, any other Loan Document, the Disclosure Statement or any other document, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents taken as a whole, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of Details to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Disclosure Statement or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

4.19 Security Documents. (a) Each of the Guarantee and Collateral Agreement and the DDi Corp. Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. When financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement and the DDi Corp. Guarantee and Collateral Agreement

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shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement and the DDi Corp. Guarantee and Collateral Agreement, as applicable), in each case prior and superior in right to any other Person (other than Liens permitted by Section 7.3).

(b) Each of the Mortgages pursuant to this Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof and, when these Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person.

4.20 Solvency. Each Loan Party (other than Dynamic Details Incorporated, Colorado Springs) is, and after giving effect to the DDi Reorganization and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith will be and will continue to be, Solvent.

4.21 Regulation H. No Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 unless such insurance has been obtained.

4.22 Related Agreements. (a) The Borrower has delivered to each Lender complete and correct copies of each Related Agreement and of all exhibits and schedules thereto as of the date hereof.

(b) On the Restatement Effective Date, (i) all of the conditions to effecting or consummating the DDi Reorganization and the Restructuring set forth in the Related Agreements have been duly satisfied or waived, and (ii) the DDi Reorganization has been consummated in accordance with the Plan of Reorganization, the Related Agreements and all applicable laws.

4.23 DDICS. As of the Restatement Effective Date, DDICS has no operations, assets or liabilities, other than pursuant to or arising from (i) that certain Lease, dated June 15, 1994, among Davila Family Limited Partnership and DDICS, with respect to 6031-6035 Galley Road, Colorado Springs, CO and (ii) that certain lease dated, June 15, 1994, among Davila Family Limited Partnership and DDICS, with respect to 2115 Victor Place, Colorado Springs, CO.

SECTION 5. CONDITIONS PRECEDENT

5.1 Conditions to the Restatement Effective Date. The amendment and restatement of the Original Credit Agreement to be effected hereby and the agreement of each Lender to make the extension of credit requested to be made by it hereunder is subject to the

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satisfaction, prior to or concurrently with execution of this Agreement, of the following conditions precedent:

(a) Loan Documents. The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of the Company and the Borrower, (ii) the Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of DDi Intermediate Holdco, the Company, Details and each other Subsidiary Guarantor, (iii) the DDi Corp. Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of DDi Corp., (iv) the Lender Warrant Agreement, executed and delivered by Mellon and a duly authorized officer of DDi Corp., (v) the Lender Registration Rights Agreement, executed and delivered by each Lender party thereto and a duly authorized officer of DDi Corp., (vi) the Non-Solicitation Agreement, executed and delivered by Bruce McMaster and a duly authorized officer of the Borrower, (vii) the Escrow Agreement, executed and delivered by Mellon and by a duly authorized officer of DDi Corp., (viii) the DDi Corp. Cash Account Agreement, executed and delivered by JPMorgan Chase Bank and by a duly authorized officer of DDi Corp., (ix) the JPM Controlled Account Agreement executed and delivered by JPMorgan Chase Bank and by a duly authorized officer of Details and (x) the JPM Qualified Cash Control Agreement executed and delivered by JPMorgan Chase Bank and by a duly authorized officer of Details.

(b) Confirmation Order and Plan of Reorganization.

(i) The Bankruptcy Court shall have entered the Confirmation Order in form and substance satisfactory to the Administrative Agent and the Required Lenders; the Confirmation Order shall be in full force and effect, shall not have been stayed, reversed, vacated or otherwise modified (unless otherwise satisfactory to the Administrative Agent and the Required Lenders); there shall be no appeal or petition for rehearing or certiorari pending in respect of the Confirmation Order or motion to revoke confirmation of the Plan of Reorganization; and the time to file any appeal or petition for rehearing or certiorari shall have lapsed; and

(ii) The conditions and transactions contemplated by the Plan of Reorganization to be satisfied and concluded on the Effective Date of the Plan of Reorganization (as defined in §2.1.74 of the Plan) shall have been satisfied and consummated substantially contemporaneously with the amendment and restatement of this Agreement on the Restatement Effective Date pursuant to documentation satisfactory to the Administrative Agent and the Required Lenders.

(c) Lender Warrants. DDi Corp. shall have issued the Lender Warrants pursuant to the Lender Warrant Agreement, and the Lender Warrants shall have been delivered to the escrow agent under and pursuant to the Escrow Agreement.

(d) Financial Statements. The Lenders shall have received (i) audited consolidated financial statements of the Borrower for the 2002 and 2001 fiscal years and (ii) unaudited interim consolidated financial statements of the Borrower for each fiscal quarterly

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period ended subsequent to the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Lenders, reflect any material adverse change in the consolidated financial condition of the Borrower, as reflected in the financial statements or projections previously distributed by Details to the Administrative Agent or the Lenders in writing.

(e) Business Plan. The Lenders shall have received a satisfactory written business plan for each fiscal year through 2005.

(f) Capitalization. The capitalization and structure of DDi Corp. and each of its Subsidiaries after giving effect to the DDi Reorganization and the Restructuring shall be consistent with the capitalization and structure previously disclosed to the Lenders in writing.

(g) Lien Searches. The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of DDi Corp. or any of its Subsidiaries are located, and such search shall reveal no liens on any of the assets of DDi Corp. or any of its Subsidiaries (other than DDi Europe) except for liens permitted by Section 7.3 and liens to be discharged on or prior to the Restatement Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent.

(h) Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

(i) Legal Opinions. The Administrative Agent shall have received:

(i) the legal opinion of Kirkland & Ellis LLP, counsel to the Company and its Subsidiaries, substantially in the form of Exhibit E; and

(ii) the legal opinion of such special and local counsel as may be required by the Administrative Agent.

Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

(j) Pledged Stock; Stock Powers; Pledged Notes. Subject to Section 6.12, the Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the DDi Corp. Guarantee and Collateral Agreement and the Guarantee and Collateral Agreement together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the DDi Corp. Guarantee and Collateral Agreement and the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

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(k) Filings, Registrations and Recordings. Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.3), shall have been filed, registered and recorded.

(l) Insurance. The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.2 of the Guarantee and Collateral Agreement.

(m) Transaction Fees and Expenses. The Lenders, the Administrative Agent and their respective professionals shall have received all fees and other amounts required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and reasonable and documented out-of-pocket expenses of legal counsel), on or before the Restatement Effective Date or arrangements satisfactory to such Persons shall have been made with respect thereto.

(n) Government and Third Party Approvals. The Administrative Agent shall have received copies of all governmental and third party approvals necessary in connection with the Restructuring contemplated hereby and the continuing operations of the Loan Parties and their respective Affiliates and Subsidiaries (excluding DDi Europe) and such approvals shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Restructuring.

(o) Benefit Plans. All management retention plans, management option plans, severance plans, senior management employment contracts and post-restructuring senior management employment arrangements in effect as of the Restatement Effective Date shall be satisfactory to the Administrative Agent.

5.2 Conditions to Restatement Effective Date and to Each Extension of Credit. The effectiveness of the Restatement Effective Date and the agreement of each Lender to make any extension of credit requested to be made by it on any date is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct on and as of such date as if made on and as of such date.

(b) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Each borrowing by and issuance of a Tranche A Letter of Credit on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied.

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SECTION 6. AFFIRMATIVE COVENANTS

The Company and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect, any Tranche A Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, each of the Company and the Borrower shall and shall cause each of their Subsidiaries to:

6.1 Financial Statements. Furnish to the Administrative Agent for distribution to each of the Lenders:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of DDi Corp. and Details, a copy of the audited consolidated balance sheet of DDi Corp. and its consolidated Subsidiaries and Details and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by an independent certified public accountants of nationally recognized standing;

(b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of DDi Corp. and Details, the unaudited consolidated balance sheet of DDi Corp. and its consolidated Subsidiaries and Details and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments);

(c) as soon as available, but in any event not later than 30 days after the end of each month occurring during each fiscal year of DDi Corp. and Details (other than the third, sixth, ninth and twelfth such month), the unaudited consolidated balance sheets of DDi Corp. and its consolidated Subsidiaries and Details and its consolidated Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments), together with a management discussion and analysis of such financial information;

(d) prompt written notice in the event that cash and cash equivalents on deposit in the Qualified Accounts fall below $12,500,000 and, during any period that cash and cash equivalents on deposit in Qualified Accounts is below $12,500,000, commencing on the first Wednesday to occur during such period and on every Wednesday thereafter during such period, a weekly report of the book cash and cash equivalents as of the week ending the preceding Friday; and

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(e) prompt written notice in the event that the balance on deposit in the JPM Qualified Cash Account falls below the Minimum Liquidity, which notice shall include a description of the current balance in such account;

all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except (x) as approved by such accountants or officer, as the case may be, and disclosed therein and (y) in the case of the financial statements delivered pursuant to clauses (b) and (c) above, for the absence of footnotes).

6.2 Certificates; Other Information. Furnish to the Administrative Agent for distribution to each of the Lenders, or, in the case of clause (h), to the relevant Lender:

(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default under the financial covenants set forth in Section 7.1, except as specified in such certificate;

(b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge on behalf of such Loan Party and not in such Responsible Officer’s individual capacity, each Loan Party during such period has in all material respects observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) (x) a Compliance Certificate containing all information necessary for determining compliance by the Company and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of Details, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a listing of any county or state within the United States where any Loan Party keeps inventory or equipment and of any material Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Original Closing Date);

(c) as soon as available, and in any event no later than 45 days after the end of each fiscal year of Details, a detailed consolidated budget for the then-current fiscal year (including a projected consolidated balance sheet of Details and its Subsidiaries as of the end of such then-current fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect;

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(d) within 45 days after the end of each fiscal quarter of Details, a narrative discussion and analysis of the financial condition and results of operations of Details and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year;

(e) no later than three Business Days prior to the effectiveness thereof (or, to the extent that the consent of all or any portion of the Lenders is required hereunder in connection with such amendment, supplement, waiver or modification, no later than 10 Business Days prior to the effectiveness thereof), copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the Company Indenture;

(f) within five days after the same are sent, copies of all financial statements and reports which DDi Corp., the Company or Details sends to the holders of any class of its debt securities or public equity securities and within five days after the same are filed, copies of all financial statements and reports which DDi Corp., the Company or Details may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority;

(g) within ten Business Days after any Related Agreement is amended, restated, supplemented, modified, waived or terminated or replaced, copies of such amendments, waivers or new contracts, delivered to the Administrative Agent (to the extent such delivery is permitted by the terms of any such agreement); and

(h) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Company or its Subsidiaries, as the case may be.

6.4 Conduct of Business and Maintenance of Existence, etc. (a) (i) Continue to engage in business of the same general type as now conducted by it, (ii) preserve, renew and keep in full force and effect its corporate existence and (iii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (iii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.5 Maintenance of Property; Insurance. (a) Keep all Property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable insurance companies insurance on all its Property in at least such amounts and against at least such risks (but including in any event

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public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.

6.6 Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) permit, upon two Business Days’ prior notice to the chief financial officer or other Responsible Officer of the Company or Details (except when a Default or Event of Default has occurred and is continuing, in which case, no notice shall be required), representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Company and its Subsidiaries with officers and employees of the Company and its Subsidiaries and with its independent certified public accountants; provided that all such visits and inspections shall be coordinated through the Administrative Agent.

6.7 Notices. Promptly give notice to the Administrative Agent and each Lender of:

(a) the occurrence of any Default or Event of Default;

(b) any litigation, investigation or proceeding which may exist at any time affecting DDi Corp. or any of its Subsidiaries which, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

(c) the following events, as soon as possible and in any event within 30 days after Details knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or Details or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan;

(d) any development or event which has had or could reasonably be expected to have a Material Adverse Effect; and

(e) no later than 10 Business Days prior to becoming effective or being adopted, any material amendment, supplement or other modification to or replacement of the Management Equity Incentive Plan, any management retention plan, management option plan or severance plan of any of DDi Corp. and its Subsidiaries.

Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Company or the relevant Subsidiary of the Company proposes to take with respect thereto.

6.8 Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all

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applicable Environmental Laws, and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.

(b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws.

6.9 Additional Collateral, etc.

(a) With respect to any Property acquired after the Restatement Effective Date by the Company or any other Loan Party (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 7.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or the DDi Corp. Guarantee and Collateral Agreement, as the case may be, or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or the DDi Corp. Guarantee and Collateral Agreement, as the case may be, or by law or as may be requested by the Administrative Agent.

(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $1,000,000 acquired after the Original Closing Date by the Company or any other Loan Party (other than any such real estate subject to a Lien expressly permitted by Section 7.3(g)), promptly upon request of the Administrative Agent or the Required Lenders (i) execute and deliver a first priority Mortgage or deed of trust, as the case may be, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, in form and substance reasonably satisfactory to the Administrative Agent, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Restatement Effective Date by DDi Corp. (which, for

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the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary) or any of its Subsidiaries (other than Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or the DDi Corp. Guarantee and Collateral Agreement, as the case may be, as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Company or any of its Subsidiaries, (ii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement or the DDi Corp. Guarantee and Collateral Agreement, as the case may be, and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement or the DDi Corp. Guarantee and Collateral Agreement, as the case may be, with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or the DDi Corp. Guarantee and Collateral Agreement, as the case may be, or by law or as may be requested by the Administrative Agent, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Restatement Effective Date by DDi Corp. or any of its Subsidiaries (other than DDi Europe), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or the DDi Corp. Guarantee and Collateral Agreement, as the case may be, as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by DDi Corp. or any of its Subsidiaries (other than DDi Europe) (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

6.10 Mortgages, etc. Within 30 days after the Original Closing Date (which period may be extended by the Administrative Agent for up to an additional 30 days):

(i) The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.

(ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed

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land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located.

(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy—1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.

(iv) If requested by the Administrative Agent, the Administrative Agent shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board.

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(v) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the Mortgaged Properties.

6.11 Control Accounts.

(a) The Borrower hereby agrees to maintain the Minimum Liquidity in the JPM Qualified Cash Account at all times and further agrees that (a) until such time as a Notice of Sole Control (as defined in the JPM Qualified Cash Control Agreement) has been issued by the Administrative Agent, any and all interest that accrues on the amount on deposit in the JPM Qualified Cash Account shall be available to the Borrower; (b) the Administrative Agent may, or, at the direction of the Required Lenders, shall issue a Notice of Sole Control at any time in its or their sole and absolute discretion as provided in the JPM Qualified Cash Control Agreement; provided that for so long as cash and cash equivalents on deposit in Qualified Accounts is greater than $9,000,000, the Administrative Agent may, or, at the direction of the Required Lenders, shall issue a Notice of Sole Control only upon the occurrence of a Default or Event of Default; and (c) upon the occurrence of a Default or an Event of Default, the Lenders may exercise at any time any or all of their rights, remedies, powers and privileges including but not limited to the right to seize, set-off or otherwise direct the use of funds in the JPM Qualified Cash Account, and commence enforcement and collection actions, under this Agreement and the other Loan Documents and the applicable law. In addition, the Borrower agrees to, and to cause each of its Subsidiaries to, use its best efforts to maintain cash and cash equivalents (other than cash necessary for day-to-day working capital needs) in Qualified Accounts maintained by the Administrative Agent. The Borrower agrees (i) to provide prompt written notice to the Administrative Agent at any time that cash and cash equivalents in Qualified Accounts falls below $9,000,000; (ii) to use cash and cash equivalents from all other accounts of the Borrower and its Subsidiaries other than the JPM Qualified Cash Account prior to requesting withdrawals of amounts from the JPM Qualified Cash Account; and (iii) at any time that the Borrower desires to withdraw amounts from the JPM Qualified Cash Account, to provide a written request to the Administrative Agent with an explanation of the reason and purpose for such withdrawal no later than seven (7) Business Days prior to the proposed date of withdrawal.

(b) The Borrower hereby agrees to maintain at all times the JPM Controlled Account.

(c) Within 60 days of the Restatement Effective Date or such longer time period acceptable to the Administrative Agent, the Borrower shall cause the operating account with Union Bank of California to be a Qualified Account.

6.12 Post-Closing Requirements. Within 10 Business Days after the Restatement Effective Date, to the extent not delivered pursuant to Section 5.1(j), deliver or cause to be delivered to the Administrative Agent (i) the certificates representing the shares of Capital Stock pledged pursuant to the DDi Corp. Guarantee and Collateral

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Agreement and the Guarantee and Collateral Agreement together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the DDi Corp. Guarantee and Collateral Agreement and the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

SECTION 7. NEGATIVE COVENANTS

The Company and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect, any Tranche A Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, each of the Company and the Borrower shall not, and shall not permit any of their Subsidiaries to, directly or indirectly:

7.1 Financial Condition Covenants.

(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the date set forth below to exceed the ratio set forth below opposite such date:

Period	Consolidated Leverage Ratio
March 31, 2004	7.5
June 30, 2004	5.4
September 30, 2004	4.9
December 31, 2004	4.6
March 31, 2005	3.9
June 30, 2005	3.2
September 30, 2005	2.7
December 31, 2005	2.3
Thereafter	2.3

(b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the date set forth below to be less than the ratio set forth below opposite such date:

Fiscal Quarter Ending	Consolidated Fixed Charge Coverage Ratio
September 30, 2004	1.0
December 31, 2004	1.5
March 31, 2005	1.9
June 30, 2005	1.6
September 30, 2005	1.4
December 31, 2005	1.3
Thereafter	1.3

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(c) Minimum EBITDA. (i) Permit Consolidated EBITDA from the period commencing on January 1, 2004 to the last day of each fiscal quarter ending on a date set forth below to be less than the amount set forth opposite such date:

Fiscal Quarter Ending	Consolidated EBITDA
March 31, 2004	$2,500,000
June 30, 2004	$7,000,000
September 30, 2004	$11,700,000

(ii) Permit Consolidated EBITDA as of the date set forth below for any four consecutive fiscal quarters to be less than the amount set forth opposite such date:

Fiscal Quarter Ending	Consolidated EBITDA
December 31, 2004	$16,500,000
March 31, 2005	$20,000,000
June 30, 2005	$23,400,000
September 30, 2005	$27,100,000
December 31, 2005	$30,500,000
Thereafter	$30,500,000

(d) Minimum Consolidated Revenue. Permit the Consolidated Revenue for the three-month period ending on the date set forth below to be less than the amount set forth opposite such date below:

Date	Consolidated Revenue
January 31, 2004	$30,600,000
February 28, 2004	$32,500,000
March 31, 2004	$34,900,000
April 30, 2004	$34,900,000
May 31, 2004	$34,900,000
June 30, 2004	$34,900,000
July 31, 2004	$36,100,000
August 31, 2004	$37,200,000
September 30, 2004	$38,400,000
October 31, 2004	$37,000,000
November 30, 2004	$35,600,000
December 31, 2004	$34,200,000
January 31, 2005	$36,700,000
February 28, 2005	$39,300,000
March 31, 2005	$41,800,000
April 30, 2005	$41,800,000

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Date	Consolidated Revenue
May 31, 2005	$41,800,000
June 30, 2005	$41,800,000
July 31, 2005	$43,300,000
August 31, 2005	$44,700,000
September 30, 2005	$46,100,000
October 31, 2005	$44,400,000
November 30, 2005	$42,700,000
December 31, 2005	$41,000,000
Thereafter	$41,000,000

(e) Minimum Liquidity. Permit less than $7,500,000 in the aggregate to be on deposit at all times in the JPM Qualified Cash Account (the “Minimum Liquidity”).

7.2 Limitation on Indebtedness. Create, incur, assume or suffer to exist (in each case, to “Incur”) any Indebtedness or issue any Preferred Stock, except:

(a) Indebtedness of any Loan Party pursuant to any Loan Document;

(b) Indebtedness of Details to any Subsidiary and of any Wholly Owned Subsidiary Guarantor to Details or any other Subsidiary;

(c) Indebtedness secured by Liens permitted by Section 7.3(g) (“Purchase Money Indebtedness”) existing as of the Restatement Effective Date and set forth in Schedule 7.2(c), and other Purchase Money Indebtedness, which other Purchase Money Indebtedness shall not exceed $500,000 at any one time outstanding;

(d) Capital Lease Obligations existing as of the Restatement Effective Date and set forth in Schedule 7.2(d), and other Capital Lease Obligations, which other Capital Lease Obligations shall not exceed $500,000 at any one time outstanding;

(e) Indebtedness outstanding on the date hereof and listed on Schedule 7.2(e) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof);

(f) guarantees made in the ordinary course of business by Details or any of its Subsidiaries of obligations of any Wholly Owned Subsidiary Guarantor;

(g) Indebtedness of the Company in respect of the Senior Accreting Notes in an aggregate, unaccreted principal amount not to exceed $17,656,000;

(h) Indebtedness of a Person which becomes a Subsidiary after the date hereof; provided, that (i) such Indebtedness existed at the time such Person became a Subsidiary and was not created in anticipation of the acquisition and (ii) such Indebtedness was not created in contemplation of such Person becoming a Subsidiary;

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(i) Indebtedness of Details and its Subsidiaries on account of the deferred purchase price for acquisitions of Capital Stock and assets permitted pursuant to Section 7.8;

(j) Indebtedness of Details or any of its Subsidiaries consisting of the guarantee of the obligation of DDi Corp. with respect to the Houlihan Note, which shall not exceed an aggregate principal amount (for Details and all Subsidiaries) equal to $500,000;

(k) additional Indebtedness of Details or any of its Subsidiaries, which shall not exceed an aggregate principal amount (for Details and all Subsidiaries) equal to $500,000 at any one time outstanding (other than such additional Indebtedness listed on Schedule 7.2(j) annexed hereto); and

(l) unsecured Indebtedness of the Company Incurred in accordance with Section 2.9(g).

7.3 Limitation on Liens. Except as set forth on Schedule 7.3 hereto, create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, except for:

(a) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Details or its Subsidiaries, as the case may be, in conformity with GAAP;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings;

(c) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;

(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e) Liens in existence on the date hereof listed on Schedule 7.3(e), securing Indebtedness permitted by Section 7.2(e), provided that no such Lien is spread to cover any additional Property after the date hereof and that the amount of Indebtedness secured thereby is not increased;

(f) zoning restrictions, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of Details or any of its Subsidiaries;

(g) Liens securing Indebtedness of Details or any of its Subsidiaries incurred pursuant to Section 7.2(c) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or

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capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased;

(h) Liens created pursuant to the Security Documents;

(i) any interest or title of a lessor under any lease entered into by Details or any Subsidiary in the ordinary course of its business and covering only the assets so leased (including, without limitation, with respect to the capital leases of Details’ principal manufacturing facility and related equipment and covering only such facility and related equipment); and

(j) Liens not otherwise permitted by this Section 7.3 so long as neither (i) the aggregate principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to Details and all Subsidiaries) $250,000 at any one time outstanding.

7.4 Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, all or substantially all of its Property or business, or make any material change in its present method of conducting business, except:

(a) any Subsidiary of Details may be merged or consolidated with or into Details (provided that Details shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation);

(b) Details or any of its Subsidiaries may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Details or any Wholly Owned Subsidiary Guarantor; and

(c) any Person may be merged or consolidated with or into Details or any of its Subsidiaries pursuant to an investment permitted subsection 7.8(g) or (h) (provided that Details or the applicable Subsidiary shall be the continuing or surviving corporation).

7.5 Limitation on Sale of Assets. Dispose of any of its Property or business (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

(a) the Disposition of property or assets, including, without limitation, Intellectual Property, that are no longer used or useful in the ordinary course of business not to exceed in the aggregate $500,000 in any fiscal year of Details;

(b) the sale of inventory in the ordinary course of business;

(c) Dispositions permitted by Section 7.4(b);

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(d) the sale or issuance of any Subsidiary’s Capital Stock to Details or any Wholly Owned Subsidiary Guarantor;

(e) Details and its Subsidiaries may, in the ordinary course of business, license Intellectual Property to third Persons and to one another, so long as each such license does not otherwise prohibit the granting of a Lien by Details or any of its Subsidiaries pursuant to the Security Documents in the Intellectual Property which is the subject of such license; and

(f) the sale of other assets (including pursuant to a Sale-Leaseback Transaction) having a fair market value not to exceed $1,000,000 in the aggregate for any fiscal year of Details.

7.6 Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of Details or any of its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Details or any of its Subsidiaries (collectively, “Restricted Payments”), except that:

(a) any Subsidiary may make Restricted Payments to Details or any Wholly Owned Subsidiary Guarantor; and

(b) Details may pay dividends to the Company to permit the Company, DDi Intermediate Holdco or DDi Corp. to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $500,000 in any fiscal year, provided that any such amount received by DDi Corp. shall be deposited into the DDi Corp. Cash Account, (ii) pay any taxes which are due and payable by DDi Corp. as part of a consolidated group of which the Company, DDi Intermediate Holdco and Details are members (provided that the amount of such dividends shall not exceed the lesser of (x) the actual cash tax liability of DDi Corp. which is then due and payable to Governmental Authorities and (y) the cash tax liability which would be owing by the Company and its Subsidiaries to Governmental Authorities on a stand-alone basis), (iii) pay an aggregate amount not to exceed $500,000 plus accrued interest on the Houlihan Note, provided that such amounts received by DDi Corp. shall be deposited into the DDi Corp. Cash Account, (iv) pay fees and expenses (other than to Affiliates) relating to the Senior Accreting Notes incurred on the ordinary course of business not to exceed $50,000 in any fiscal year, and (v) pay scheduled interest in cash as permitted under the terms of the Company Indenture on the Senior Accreting Notes (including, if applicable, pursuant to Section 2.9(d)).

Notwithstanding anything to the contrary in this Section 7.6, no Restricted Payment shall be made in reliance upon clause (b) above at any time when DDi Corp. shall have cash or Cash Equivalents in an aggregate amount in excess of $100,000.

7.7 Limitation on Capital Expenditures. Make or commit to make (by way of the acquisition of securities of a Person or otherwise) any Capital Expenditure, except Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not

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exceeding during any six months period the amount set forth below opposite the last day of such six months period (the “Base CapEx Amount”). Any amount that is not used for Capital Expenditures in any given six month period can be carried forward to the next six month period:

Fiscal Quarter	Base CapEx Amount
June 30, 2004	$	2,600,000
December 31, 2004	$	2,700,000
June 30, 2005	$	5,300,000
December 31, 2005	$	5,300,000
Thereafter	$	5,300,000

7.8 Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting all or a material part of a business unit of, or make any other investment in, any Person, except:

(a) extensions of trade credit in the ordinary course of business;

(b) investments in Cash Equivalents;

(c) Guarantee Obligations permitted by Section 7.2;

(d) loans and advances to employees of the Company and its Subsidiaries in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Company and its Subsidiaries not to exceed $200,000 at any one time outstanding (approximately $100,000 of which is outstanding on the Restatement Effective Date);

(e) deposits made in the ordinary course of business consistent with past practices to secure the performance of leases;

(f) investments by the Company or any of its Subsidiaries in Details or any Person that, prior to such investment, is a Wholly Owned Subsidiary Guarantor;

(g) in addition to investments otherwise expressly permitted by this Section 7.8, investments by Details or any of its Subsidiaries in an aggregate amount (valued at cost, but net of returns of capital from such investments) not to exceed during the term of this Agreement $500,000; and

(h) a loan made by Details in an amount not to exceed $10,000,000 to DDi Canada in exchange for a promissory note in the same amount; provided that (i) such promissory note is pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement, (ii) the proceeds of such loan are used to fund the recapitalization of DDi Canada and its subsidiaries and (iii) such transaction is otherwise on terms and conditions reasonably satisfactory to the Administrative Agent, including, without limitation, that the proceeds of such loan are held in a Qualified Account.

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7.9 Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the Senior Accreting Notes or any Indebtedness Incurred pursuant to Section 2.9(g), or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Accreting Notes or the Company Indenture or any agreement governing any Indebtedness Incurred pursuant to Section 2.9(g) (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon or (ii) is not adverse in any respect to the interests of the Lenders in the reasonable opinion of the Administrative Agent in its sole discretion).

7.10 Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Company, Details or any Wholly Owned Subsidiary Guarantor) unless such transaction is (a) not otherwise prohibited under this Agreement and (b) (i) upon fair and reasonable terms no less favorable to the Company, Details or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

7.11 Limitation on Sales and Leasebacks. Other than as permitted in Section 7.5(f), enter into any arrangement with any Person providing for the leasing by the Company or any of its Subsidiaries of real or personal property which has been or is to be sold or transferred by the Company or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Company or such Subsidiary (a “Sale-Leaseback Transaction”).

7.12 Limitation on Changes in Fiscal Periods. Permit the fiscal year of the Company or the Borrower to end on a day other than December 31 or change the Company’s or the Borrower’s method of determining fiscal quarters.

7.13 Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of the Company or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, other than (a) this Agreement and the other Loan Documents and (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).

7.14 Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of Details to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, Details or any other Subsidiary of Details, (b) make loans or advances to Details or any other Subsidiary of Details or (c) transfer any of its assets to Details or any other Subsidiary of Details, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the

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Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) the Company Indenture in effect on the Restatement Effective Date in connection with the Senior Accreting Notes.

7.15 Limitation on Lines of Business. Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or which are reasonably related thereto.

7.16 Limitation on Activities of the Company. In the case of the Company and notwithstanding anything to the contrary in this Agreement or any other Loan Document, (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its ownership of the Capital Stock of Details, (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, other than (i) nonconsensual obligations imposed by operation of law, (ii) pursuant to the Loan Documents to which it is a party, (iii) the Senior Accreting Notes and the Company Indenture and (iv) obligations with respect to its Capital Stock, or (c) own, lease, manage or otherwise operate any properties or assets (including cash and Cash Equivalents), other than Capital Stock of Details and cash received in connection with dividends made by Details in accordance with Section 7.6 pending application in the manner contemplated by said Section.

7.17 Cash Accounts. Permit cash and cash equivalents to be held by the Borrower and its Subsidiaries in accounts other than in Qualified Accounts, except that (x) the Borrower and its Subsidiaries may have up to $1,000,000 in the aggregate of cash and cash equivalents on deposit in (i) accounts located in Canada relating to its Canadian operations and (ii) payroll accounts established outside the Borrower’s main cash management system; provided that with the Administrative Agent’s prior written consent, the amounts on deposit in such accounts may temporarily exceed such limit in the event that any particular amount exceeds such limit, and (y) only until such time as the Borrower causes the operating account with Union Bank of California to become a Qualified Account in accordance with Section 6.11(c), the Borrower and its Subsidiaries may have cash and cash equivalents in such account in the ordinary course.

7.18 Swap Agreements. Enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect of Capital Stock of the Borrower or any of its Subsidiaries), (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates, (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary and (c) amendments to Swap Agreements entered into after the Restatement Effective Date in compliance with this Section 7.18; provided that any Specified Swap Agreement to be entered into shall require the prior written consent of the Administrative Agent.

7.19 Non-Solicitation Agreement. Amend, restate, supplement or otherwise modify the Non-Solicitation Agreement in effect as of the Restatement Effective Date without the prior written consent of the Required Lenders.

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7.20 Activities of DDICS. With respect to DDICS, (i) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations, (ii) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, other than the leases described in Section 4.23, or (iii) own, lease, manage or otherwise operate any properties or assets (including cash and cash equivalents) other than the leases described in Section 4.23.

SECTION 8. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) The Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within three days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b) Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or

(c) Any Loan Party shall default in the observance or performance of any agreement contained in Section 2.9(g), clause (i) or (ii) of Section 6.4(a) (with respect to the Company and the Borrower only), Section 6.7(a), Section 6.11 or in Section 7 (other than Section 7.1(e)); the Borrower shall default in the observance or performance of the agreement contained in Section 7.1(e) and such default shall continue unremedied for a period of 15 days after the earlier of (x) the date upon which the Borrower knows or should reasonably be expected to know of the existence of such default or (y) the date upon which the Borrower receives notice of such event from the Administrative Agent or any Lender; or

(d) Any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and (to the extent that such default is susceptible of remedy) such default shall continue unremedied for a period of 30 days after the earlier of (x) the date upon which the Borrower knows or should reasonably be expected to know of the existence of such default or (y) the date upon which the Borrower receives notice of such event from the Administrative Agent or any Lender; or

(e) DDi Corp. or any of its Subsidiaries (other than DDi Europe) shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or

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agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default under this Agreement unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $750,000; or

(f) (i) DDi Corp. or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or DDi Corp. or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against DDi Corp. or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against DDi Corp. or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) DDi Corp. or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) DDi Corp. or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; provided that this clause (f) shall not be applicable with respect to DDi Europe until on and after the first anniversary of the Restatement Effective Date (it being understood that any case, proceeding or other action covered by this clause (f) that is in existence on such date shall not, on or after such date, constitute a default under this clause (f)); or

(g) (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the

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Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of the Required Lenders, reasonably be expected to have a Material Adverse Effect; or

(h) One or more judgments or decrees shall be entered against (i) DDi Corp. or any of its Subsidiaries (other than DDi Europe) or (ii) any of their former, present or future respective officers and directors (the extent that DDi Corp. or any of its Subsidiaries is directly or indirectly liable therefore), involving in the aggregate a liability (not paid or fully covered by insurance) of $750,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or

(i) Any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or

(j) The guarantee contained in Section 2 of the Guarantee and Collateral Agreement or the Guarantee contained in Section 2 of the DDi Corp. Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or

(k) A breach of any term or condition of the Non-Solicitation Agreement shall occur; or

(l) A Change of Control or a Specified Change of Control shall occur; or

(m) (i) the Company shall cease to own directly 100% on a fully diluted basis of the economic and voting interest in Details’s capital stock, free of Liens except Liens created by the Guarantee and Collateral Agreement, (ii) DDi Intermediate Holdco shall cease to own directly 100% on a fully diluted basis of the economic and voting interest in the Company’s capital stock, free of Liens or (iii) DDi Corp. shall cease to own directly 100% on a fully diluted basis of the economic and voting interest in DDi Intermediate Holdco’s capital stock, free of Liens except Liens created by the DDi Corp. Guarantee and Collateral Agreement; or

(n) (i) DDi Corp. shall conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations, other than those incidental to its ownership of the Capital Stock of DDi Intermediate Holdco and DDi Europe (including under the Warrant Agreements and the Registration Rights Agreements); (ii) DDi Intermediate Holdco shall conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations, other than those incidental to its ownership of the Capital Stock of the Company; (iii) DDi Corp. or DDi Intermediate Holdco shall incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, other than (A) nonconsensual obligations imposed by operation of law, (B) obligations with respect to its Capital Stock, (C) the obligations of DDi Corp. under its Management Equity Incentive Plan, (D) the obligations of DDi Corp. with respect to any Indebtedness Incurred in

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accordance with Section 2.9(g) and (E) the obligations of DDi Corp. with respect to the Houlihan Note; (iv) DDi Corp. shall own, lease, manage or otherwise operate any properties or assets (including cash and Cash Equivalents), other than (A) Capital Stock of DDi Intermediate Holdco, (B) Capital Stock and Indebtedness of DDi Europe or (C) any amount of cash or cash equivalents attributable to any activity of DDi Corp. not otherwise prohibited by this Agreement and as to which this Agreement permits DDi Corp. to retain cash proceeds or to have cash proceeds distributed to it; (v) DDi Intermediate Holdco shall own, lease, manage or otherwise operate any properties or assets (including cash and Cash Equivalents), other than (A) the Capital Stock of the Company and (B) cash received directly or indirectly in connection with dividends paid by Details in accordance with Section 7.6 pending application in the manner contemplated by said Section; (vi) the Company shall amend, restate, supplement or otherwise modify the Company Indenture without the prior written consent of the Required Lenders; (vii) DDi Corp. shall amend, restate, supplement or otherwise modify or waive any of the Other Registration Rights Agreements, Other Warrant Agreements, the Non-Solicitation Agreement or the DDi Corp. Preferred Stock Certificate of Designation as in effect on the Restatement Effective Date, in each case without the prior written consent of the Required Lenders; or (viii) DDi Corp. shall issue any Capital Stock or any securities convertible into or exercisable for Capital Stock of DDi Corp. having substantially the same terms as the DDi Corp. Preferred Stock,

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of Tranche A L/C Obligations, whether or not the beneficiaries of the then outstanding Tranche A Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either of both of the following actions may be taken: (i) with the consent of the Majority Tranche A Revolving Credit Lenders, the Administrative Agent may, or upon the request of the Majority Tranche A Revolving Credit Lenders, the Administrative Agent shall, by notice to the Borrower declare the Tranche A Revolving Credit Commitments to be terminated forthwith, whereupon the Tranche A Revolving Credit Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of Tranche A L/C Obligations, whether or not the beneficiaries of the then outstanding Tranche A Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Tranche A Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Tranche A Letter of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Tranche A Letter of Credit, and the unused portion thereof after all such Tranche A Letter of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Tranche A Letter of Credit shall have expired or been fully drawn

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upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). In addition, upon the occurrence of a Default or an Event of Default, the Lenders may exercise at any time any or all of their rights, remedies, powers and privileges, including but not limited to the right to seize, set-off or otherwise direct the use of funds in the JPM Qualified Cash Account, and commence enforcement and collection actions, under this Agreement and the other Loan Documents and applicable law. Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

SECTION 9. THE ADMINISTRATIVE AGENT

9.1 Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

9.2 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.

9.3 Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing result from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

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9.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company or the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

9.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender, the Company or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

9.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not

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taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.7 Indemnification. The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Company or the Borrower and without limiting the obligation of the Company or the Borrower to do so), ratably according to their respective Tranche A Revolving Percentages, Tranche A Term Loan Percentages and Tranche B Term Loan Percentages in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of, the Commitments, this Agreement, the Restructuring, the DDi Reorganization, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements which result from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall have the right to deduct any amount owed to it by any Lender under this Section from any payment made by it to such Lender hereunder. The agreements in this Section 9.7 shall survive the payment of the Loans and all other amounts payable hereunder.

9.8 Administrative Agent in Its Individual Capacity. The Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though the Administrative Agent was not the Administrative Agent. With respect to its Loans made or renewed by it and with respect to any Tranche A Letter of Credit issued or participated in by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

9.9 Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and Details. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor

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agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be approved by Details (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

9.10 Authorization to Release Liens. The Administrative Agent is hereby irrevocably authorized by each of the Lenders to release any Lien covering any Property of the Company or any of its Subsidiaries that is the subject of a Disposition which is permitted by this Agreement or which has been consented to in accordance with Section 10.1.

SECTION 10. MISCELLANEOUS

10.1 Amendments and Waivers. Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive or reduce the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest, fee or letter of credit commission payable hereunder or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Tranche A Revolving Credit Commitment, in each case without the consent of each Lender directly affected thereby; (ii) amend, modify or waive any provision of this Section 10.1 or reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, consent to an Interest Period with a duration in excess of six months, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their

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obligations under the Guarantee and Collateral Agreement or the DDi Corp. Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (iii) reduce the percentage specified in the definition of Majority Facility Lenders without the written consent of all Lenders under each affected Facility; (iv) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (v) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender or (vi) amend, modify or waive any provision of Section 2.9(e) providing for the application of any mandatory prepayments which would reduce the amount or delay the application of any payment to be applied to any Facility without the written consent of the Majority Facility Lenders in respect of such Facility. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

10.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, certified, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of the Company, the Borrower and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:

The Company and the Borrower:	DDi Capital Corp.
	1231 Simon Circle
	Anaheim, California 92806
	Attention: Chief Financial Officer
	Telecopy: (714) 630-9438
	Dynamic Details, Incorporated
	1231 Simon Circle
	Anaheim, California 92806
	Attention: Chief Financial Officer
	Telecopy: (408) 935-9104

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The Administrative Agent:	JPMorgan Chase Bank
	c/o The Loan and Agency Services Group
	1111 Fannin, Floor 10 Houston, TX 77002 Attention: Cynthia A Aguirre and Gloria Javier Telephone: Cynthia A. Aguirrre: 713-750-7928 Gloria Javier: 713-750-7919 Telecopy: Cynthia A. Aguirrre: 713-750-2358 Gloria Javier: 713-750-2378
with a copy to:	JPMorgan Chase Bank
	270 Park Avenue
	New York, New York 10017
	Attention: Michael Lancia and Jonathan Katz
	Telecopy: (212) 270-0453

provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received.

10.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges of the Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4 Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.

10.5 Payment of Expenses and Taxes. The Company and the Borrower jointly and severally agrees (a) to pay or reimburse the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, including any reasonably necessary financial or legal analysis of DDi Corp. and its Subsidiaries prepared in connection herewith or therewith, and the consummation and administration of the

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transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and reasonable and document out-of-pocket disbursements and other charges of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and the reasonable fees and disbursements of the Administrative Agent’s Advisors, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and to the Administrative Agent and the reasonable fees and disbursements of the Lenders’ advisors and the Administrative Agent’s Advisors, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and each of its respective predecessor, affiliate, subsidiaries, successors and assigns, together with their past, present and future officers, directors, agents, attorneys, financial advisors, representatives, partners, joint ventures, affiliates and the successor and assigns of any and all of them (each, an “indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the Restructuring, the DDi Reorganization, the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Company or any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilities”), provided, that the Borrower shall have no obligation hereunder to any indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities are found by a final, non-appealable judgment of a court to result from the gross negligence or willful misconduct of such indemnitee, (e) so long as the Agreement is in effect, to pay the annual administrative agency fee payable to the Administrative Agent, and (f) so long as the Agreement is in effect, replenish and maintain the retainers provided to Simpson Thacher & Bartlett LLP and FTI Consulting on connection with the Loan Documents, in the amounts of $125,000 and $75,000, respectively. The agreements in this Section 10.5 (other than those agreements set forth in clauses (e) and (f), except with respect to amounts referred to in such clauses that are due and unpaid) shall survive repayment of the Loans and all other amounts payable hereunder.

10.6 Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Company, the Borrower, the Lenders, the Administrative Agent, all future holders of the Loans and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender.

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(b) Any Lender may, without the consent of the Company or the Borrower, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities (each, a “Participant”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Loans or any fees payable hereunder, or postpone the date of the final maturity of the Loans, in each case to the extent subject to such participation. The Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 10.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 2.18 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that, in the case of Section 2.17, such Participant shall have complied with the requirements of said Section and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.

(c) Any Lender (an “Assignor”) may, in accordance with applicable law, at any time and from time to time assign to any Lender or any Affiliate thereof or any Approved Fund or, with the consent of Details and the Administrative Agent (which, in each case, shall not be unreasonably withheld or delayed), to an additional bank, financial institution or other entity (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit D, executed by such Assignee and such Assignor (and, in the case of an Assignee that is not then a Lender or an affiliate thereof or Approved Fund, by Details and the Administrative Agent) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that no such assignment to an Assignee (other than any Lender or any affiliate thereof or Approved Fund) shall be in an aggregate principal amount of less than $5,000,000 (other than in the case of an assignment of all of a Lender’s interests under this Agreement), unless otherwise agreed to by Details and the Administrative Agent, and provided, further, that no such assignment to any Assignee may be made prior to the second anniversary of the Restatement Effective Date unless the proportionate rights and obligations under the Lender Warrant

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Agreement are also assigned to such Assignee. Any such assignment need not be ratable as among the Facilities. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documents with a Commitment and/or Loans as set forth therein, and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement and under the other Loan Documents (and, in the case of an Assignment and Acceptance covering all of an Assignor’s rights and obligations under this Agreement and the other Loan Documents, such assigning Lender shall cease to be a party hereto and thereto). Notwithstanding any provision of this Section 10.6, the consent of Details shall not be required, and, unless requested by the Assignee and/or the Assignor, new Notes shall not be required to be executed and delivered by the Borrower, for any assignment which occurs at any time when any of the events described in Section 8 shall have occurred and be continuing.

(d) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at its address referred to in Section 10.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and the principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement.

(e) Upon its receipt of an Assignment and Acceptance executed by an Assignor and an Assignee (and, in the case of an Assignee that is not then a Lender or an affiliate thereof or Approved Fund, by Details and the Administrative Agent) together with payment to the Administrative Agent of a registration and processing fee of $3,500, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) record the information contained therein in the Register on the effective date determined pursuant thereto; provided however, that no such fee shall be payable in the case of an assignment to another Lender or an Affiliate of a Lender or Approved Fund; and provided, further, that, in the case of contemporaneous assignments by a Lender to more than one fund managed by the same investment advisor (which funds are not then Lenders hereunder), only a single $3,500 such fee shall be payable for all such contemporaneous assignments.

(f) (i) To the extent requested by any Lender, the Loans made by such Lender shall be evidenced by a Note issued by the Borrower, substantially in the form of Exhibit F-1, F-2, or F-3, as the case may be, payable to the order of such Lender (or, in the case of any Alternative Note, payable to such Lender or its registered assigns). Each Lender is hereby authorized to record, on the schedule annexed to and constituting a part of the relevant Note, information regarding the relevant Loans made by such Lender, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation or any error in such recordation shall not affect the Borrower’s obligations hereunder or under any Note. On or prior to the effective date of an Assignment and Acceptance, the Borrower, at its own expense, shall, to the extent requested by the Assignee, execute and deliver to the Administrative Agent, in exchange for the relevant

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Notes, new Notes to the order of the Assignee and, if applicable, the Assignor. Such new Notes shall be dated the Restatement Effective Date.

(ii) Any Non-U.S. Lender that could become completely exempt from withholding of any tax, assessment or other charge or levy imposed by or on behalf of the United States or any taxing authority thereof (“U.S. Taxes”) in respect of payment of any Obligations due to such Non-U.S. Lender under this Agreement if the Obligations were in registered form for U.S. federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to exchange any promissory note(s) evidencing such Obligations for promissory note(s) substantially in the form of Exhibit F-3 or Exhibit F-4, as the case may be (each, an “Alternative Note”). Alternative Notes may not be exchanged for promissory notes that are not Alternative Notes. Each Non-U.S. Lender that holds Alternative Note(s) (an “Alternative Noteholder”) (or, if such Alternative Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrower prior to or at the time such Non-U.S. Lender becomes an Alternative Noteholder each of the forms and certifications required by Section 2.17(d). An Alternative Note and the Obligation(s) evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Alternative Note and the Obligation(s) evidenced thereby on the Register (and each Alternative Note shall expressly so provide). Any assignment or transfer of all or part of such Obligation(s) and the Alternative Note(s) evidencing the same shall be registered on the Register only upon surrender for registration of assignment or transfer of the Alternative Note(s) evidencing such Obligation(s), duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the Alternative Noteholder thereof, and thereupon one or more new Alternative Note(s) in the same aggregate principal amount shall be issued to the designated Assignee(s). No assignment of an Alternative Note and the Obligations evidenced thereby shall be effective unless it has been recorded in the Register.

(g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section 10.6 concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law.

10.7 Adjustments; Set-off. (a) Except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans or the Reimbursement Obligations owing to such other Lender, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or

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benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Company or the Borrower, any such notice being expressly waived by the Company and the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company or the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Company or the Borrower. Each Lender agrees promptly to notify the Company, the Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.8 Agreements among Lenders.

(a) Tranche A Lender True-Up Obligation. Each Tranche A Lender severally agrees that, if a True-Up Trigger exists on the Scheduled Tranche A Revolving Termination Date or, if earlier, on a SED Date, such Tranche A Lender shall purchase in accordance with Section 10.8(c) at par, without any further act of the Lenders (except as provided elsewhere in this Section 10.8), an undivided participation interest (the “Participation Interest”) in the outstanding Tranche B Term Loans in an amount equal to the Participating Share of such Tranche A Lender. The aggregate of the Participating Shares shall equal the True-Up Amount. It is not intended that this true-up mechanism create any additional cost, liability or exposure to any Loan Party.

(b) Calculation of True-Up Amount. Following the existence of a True-Up Trigger on the Scheduled Tranche A Revolving Termination Date or on the SED Date, as the case may be, if the Tranche B Lenders shall determine that amounts are payable to them under the Tranche A Lenders’ True-Up Obligation hereunder, they shall as soon as practicable thereafter provide a written payment request to the Administrative Agent. Promptly following the receipt of such a request, the Tranche B Lenders and the Administrative Agent shall jointly calculate the True-Up Amount and the Participating Interest applicable to each Tranche A Lender and the Administrative Agent shall notify the Tranche A Lenders thereof, with a copy to the Borrower, which notification to the Tranche A Lenders shall contain the calculations by which the Participating Interest applicable to each Tranche A Lender was determined.

(c) Purchase Mechanics. No later than five Business Days after the notification to the Tranche A Lenders referred to in clause (b) above, each Tranche A Lender shall purchase from the Tranche B Lenders on a pro rata basis, without recourse or representation or warranty by the Tranche B Lenders (other than that such Participation Interests are being assigned free and clear of any Liens), Participation Interests in the outstanding Tranche B Term Loans (pro rata among said Tranche B Term Loans) in an amount equal to the Participating Share applicable to such Tranche A Lender, by wire transfer of such amount to the Administrative Agent at its office specified in Section 10.2. The Administrative Agent will, prior to the close of business on each

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Business Day during such five Business Day period, wire transfer to each Tranche B Lender at its address in Section 10.2 (or such other address notified in writing to the Administrative Agent) such Tranche B Lender’s pro rata share (as notified to the Administrative Agent in writing at the time the True-Up Amount was calculated pursuant to clause (b) above) of the aggregate amount of available funds received from the Tranche A Lenders on such date in respect of the True-Up Amount. Although the Administrative Agent agrees to perform ministerial activities with respect to the Tranche B Lenders’ collection of amounts due from the Tranche A Lenders in respect of the True-Up Amount, in no event shall the Administrative Agent be obligated for collecting any unpaid Participating Share from the Tranche A Lenders or be liable to any Tranche B Lender for the failure by any Tranche A Lender to pay any such amount.

(d) Non-Payment of True-Up Amount. If a Tranche A Lender fails to pay all or any portion of the Participating Share of such Tranche A Lender prior to the expiration of the period of five Business Days referred to in clause (c) of Section 10.8, such unpaid Participating Share of such Tranche A Lender shall bear interest at the same rate as unpaid principal amount of any Loan pursuant to Section 2.12(c) from and excluding the last day of such five Business Day period to and including the date paid by such Tranche A Lender such default rate interest payable by such Tranche A Lender.

(e) Obligations Several and Unconditional. Notwithstanding anything herein to the contrary, each Tranche A Lender’s obligation under Section 10.8 (a) to purchase Participation Interests if any Participation Share is owing by such Tranche A Lender shall be several and not joint with the other Tranche A Lenders, but shall be irrevocable and unconditional and without regard to any then existing Events of Default (including a bankruptcy of the Borrower), a failure of the other Tranche A Lenders to perform their respective obligations hereunder or any other circumstance. In addition, Section 10.8 (a) is not intended to, nor shall it, confer any rights on the Borrower.

(f) Specific Performance. The Tranche B Lenders agree that they shall be entitled to injunctive or other equitable relief for the failure by any Tranche A Lender to perform its obligations under Section 10.8 (a), and such Tranche A Lender shall not plead in defense thereto that there is an adequate remedy at law.

(g) Payment Rights. The Borrower agrees that each Tranche A Lender purchasing a Participation Interest may exercise all rights of payment (including rights of set-off with respect to such Participation Interest) and is subject to the same terms and conditions as fully as if such Tranche A Lender were the direct holder of the Tranche B Term Loans represented by such Participation Interest; provided that each Tranche B Lender agrees that in the event it shall receive any payment with respect to the Participation Interests purchased by a Tranche A Lender, it shall promptly deliver such amounts to such Tranche A Lender.

10.9 Execution of Loan Documents. By execution hereof, each Lender hereby authorizes the Administrative Agent to sign each of the Lender Warrant Agreement and the Lender Registration Rights Agreement on its behalf.

10.10 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy),

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and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with Details and the Administrative Agent.

10.11 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.12 Integration. This Agreement and the other Loan Documents represent the agreement of the Company, the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

10.13 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.14 Submission To Jurisdiction; Waivers. Each of the Company and the Borrower hereby irrevocably and unconditionally:

(a) submits for itself and its Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Company or the Borrower, as the case may be at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 10.13 any special, exemplary, punitive or consequential damages.

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10.15 Acknowledgements. Each of the Company and the Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Company or the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Company and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Company, the Borrower and the Lenders.

10.16 WAIVERS OF JURY TRIAL. THE COMPANY, THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.17 Confidentiality. (a) Each of the Administrative Agent and each Lender agrees to use reasonable efforts to keep confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is designated by the provider thereof as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any affiliate thereof, (b) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee or any creditor of such Lender or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), in each case which agrees to comply with the provisions of this Section 10.17, (c) to the employees, directors, agents, attorneys, accountants and other professional advisors of such Lender or its affiliates, (d) upon the request or demand of any Governmental Authority having jurisdiction over the Administrative Agent or such Lender, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) which has been publicly disclosed other than in breach of this Section 10.16, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document.

(b) Notwithstanding anything herein to the contrary, each party hereto (and each affiliate and person acting on behalf of such party) agrees that each party (including each employee, representative and other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated

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by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of the transaction, (ii) the identities of participants or potential participants in the transaction, (iii) the existence or status of any negotiations, (iv) any pricing or financial information (except to the extent such information is related to tax treatment or tax structure) or (v) any other term or detail not relevant to tax treatment or tax structure of the transaction.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

DDI CAPITAL CORP.
By:	/s/    TIMOTHY DONNELLY
	Name:	Timothy Donnelly
	Title:	Vice President, Secretary and Assistant Treasurer

DYNAMIC DETAILS, INCORPORATED
By:	/s/    TIMOTHY DONNELLY
	Name:	Timothy Donnelly
	Title:	Vice President, Secretary and Assistant Treasurer

JPMORGAN CHASE BANK, as Administrative Agent and as a Lender
By:	/s/    MICHAEL LANCIA
	Name:	Michael Lancia
	Title:	Vice President

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, as a Lender
By:
	Name:
	Title:

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EX-10.2

EXECUTION COPY

EX – 10.2

GUARANTEE AND COLLATERAL AGREEMENT

made by

DDI CORP.

in favor of

JPMORGAN CHASE BANK,

as Administrative Agent

Dated as of December 12, 2003

TABLE OF CONTENTS

		Page
SECTION 1. DEFINED TERMS		1
1.1	Definitions	1
1.2	Other Definitional Provisions	5
SECTION 2. GUARANTEE		5
2.1	Guarantee	5
2.2	No Subrogation	6
2.3	Amendments, etc. with respect to the Borrower Obligations	6
2.4	Guarantee Absolute and Unconditional	6
2.5	Reinstatement	7
2.6	Payments	7
SECTION 3. GRANT OF SECURITY INTEREST		7
SECTION 4. REPRESENTATIONS AND WARRANTIES		8
4.1	Representations in Credit Agreement	8
4.2	Title, No Other Liens	8
4.3	Perfected First Priority Liens	8
4.4	Jurisdiction of Organization; Chief Executive Office	9
4.5	Inventory and Equipment	9
4.6	Farm Products	9
4.7	Investment Property	9
4.8	Receivables	9
4.9	Intellectual Property	10
4.10	Additional Representations	10
SECTION 5. COVENANTS		10
5.1	Delivery of Instruments, Certificated Securities and Chattel Paper	11
5.2	Payment of Obligations	11
5.3	Maintenance of Perfected Security Interest; Further Documentation	11
5.4	Changes in Locations, Name, etc.	11
5.5	Notices	11
5.6	Investment Property	12
5.7	Intellectual Property	13
5.8	Limitation on Negative Pledge Clauses	14
5.9	DDi Corp. Control Agreement	14
5.10	Additional Collateral, etc	14
SECTION 6. REMEDIAL PROVISIONS		14
6.1	Pledged Stock	14
6.2	Proceeds to be Turned Over to Administrative Agent	15
6.3	Application of Proceeds	15
6.4	Code and Other Remedies	16
6.5	Registration Rights	16

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		Page
6.6	Deficiency	17
SECTION 7. THE ADMINISTRATIVE AGENT		17
7.1	Administrative Agent’s Appointment as Attorney-in-Fact, etc.	17
7.2	Duty of Administrative Agent	19
7.3	Execution of Financing Statements	19
7.4	Authority of Administrative Agent	19
SECTION 8. MISCELLANEOUS		19
8.1	Amendments in Writing	19
8.2	Notices	19
8.3	No Waiver by Course of Conduct; Cumulative Remedies	20
8.4	Enforcement Expenses; Indemnification	20
8.5	Successors and Assigns; Third Party Beneficiaries	21
8.6	Set-Off	21
8.7	Counterparts	22
8.8	Severability	22
8.9	Section Headings	22
8.10	Integration	22
8.11	GOVERNING LAW	22
8.12	Submission To Jurisdiction; Waivers	22
8.13	Acknowledgements	22
8.14	Releases	23
8.15	New DDi Corp. Preferred Stock. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that:	23
8.16	WAIVER OF JURY TRIAL	24

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GUARANTEE AND COLLATERAL AGREEMENT

GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 12, 2003, made by DDi Corp. (the “Guarantor”), in favor of JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Second Amended and Restated Credit Agreement, dated as of December 12, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DDi Capital Corp. (“DDi Capital”), Dynamic Details, Incorporated (“Details” or the “Borrower”), the Lenders and the Administrative Agent.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to restructure and exchange the existing extensions of credit outstanding thereunder to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, the Borrower is a member of an affiliated group of companies that includes the Guarantor;

WHEREAS, the Borrower is an indirect, wholly-owned subsidiaries of the Guarantor, the Guarantor is engaged in related businesses, and the Guarantor will derive substantial direct and indirect benefit from the continuing extensions of credit under the Credit Agreement; and

WHEREAS, it is a condition precedent to the obligation of the Lenders to restructure and exchange the existing extensions of credit to the Borrower under the Credit Agreement that the Guarantor shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement, the Guarantor hereby agrees with the Administrative Agent, for the ratable benefit of the Lenders, as follows:

SECTION 1. DEFINED TERMS

1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Documents, Equipment, Farm Products, General Intangibles, Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations.

(b) The following terms shall have the following meanings:

“Agreement”: this Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Amended and Restated Guarantee and Collateral Agreement”: that certain Amended and Restated Guarantee and Collateral Agreement, dated as of December 12, 2003 among DDi Capital Corp., DDi Intermediate Holdings Corp., the Borrower, and certain of their subsidiaries in favor of the Administrative Agent, as defined therein.

“Borrower Obligations”: the collective reference to the unpaid principal of and interest on the Loans and the Reimbursement Obligations and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and the Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Hedge Agreement referred to below, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit or any Hedge Agreement entered into by the Borrower with any Lender (or any Affiliate of any Lender) or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements).

“Collateral”: as defined in Section 3.

“Collateral Account”: any collateral account established by the Administrative Agent as provided in Section 6.2.

“Copyrights”: (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 4(a)), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

“Copyright Licenses”: any written agreement naming the Guarantor as licensor or licensee (including, without limitation, those listed in Schedule 4(a)), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright, to the extent the grant by the Guarantor of a security interest pursuant to this Agreement in such agreement is not prohibited by such agreement without the consent of any other party thereto, would not give any other party to such agreement the right to terminate its obligations thereunder, or is permitted with consent if all necessary consents to such grant of a security interest have been obtained from the other parties thereto.

“DDi Capital”: as defined in the preamble hereto.

“DDi Europe”: collectively, DDi Europe Limited, a United Kingdom corporation, and its Subsidiaries.

“DDi Europe Value”: as defined in Section 8.15(a).

“DDi Intermediate Holdco”: DDi Intermediate Holdings Corp., a California corporation.

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“Deposit Account”: as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.

“Foreign Subsidiary”: any Subsidiary that is organized under the laws of any jurisdiction outside the United States of America.

“Foreign Subsidiary Voting Stock”: the voting Capital Stock of any Foreign Subsidiary.

“Guarantor Obligations”: with respect to the Guarantor all obligations and liabilities of the Guarantor which may arise under or in connection with this Agreement (including, without limitation, in Section 2) or any other Loan Document to which the Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Guarantor pursuant to the terms of this Agreement or any other Loan Document).

“Guarantor”: as defined in the preamble hereto.

“Hedge Agreements”: as to any Person, all interest rate swaps, caps or collar agreements or similar arrangements entered into by such Person providing for protection against fluctuations in interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intercompany Note”: any promissory note evidencing loans made by the Guarantor to any of its Subsidiaries.

“Investment Property”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

“Issuers”: the collective reference to each issuer of any Investment Property.

“New York UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York.

“Other Grantors”: the Grantors pursuant to the Amended and Restated Guarantee and Collateral Agreement.

“Other Guarantors”: the Guarantors pursuant to the Amended and Restated Guarantee and Collateral Agreement.

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“Patents”: (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 4(a), (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 4(a), and (iii) all rights to obtain any reissues or extensions of the foregoing.

“Patent License”: all agreements, whether written or oral, providing for the grant by or to the Guarantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 4(a) to the extent the grant by the Guarantor of a security interest pursuant to this Agreement in its right, title and interest in such agreement is not prohibited by such agreement without the consent of any other party thereto, would not give any other party to such agreement the right to terminate its obligations thereunder, or is permitted with consent if all necessary consents to such grant of a security interest have been obtained from the other parties thereto.

“Pledged Notes”: all promissory notes listed on Schedule 1, all Intercompany Notes at any time issued to the Guarantor and all other promissory notes issued to or held by the Guarantor (other than promissory notes issued in connection with extensions of trade credit by the Guarantor in the ordinary course of business) or any Investment Property.

“Pledged Securities”: the collective reference to the Pledged Notes and the Pledged Stock.

“Pledged Stock”: the shares of Capital Stock listed on Schedule 1, together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Person (other than DDi Europe) that may be issued or granted to, or held by, the Guarantor while this Agreement is in effect, provided that in no event shall more than 65% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary (other than DDi Europe) be required to be pledged hereunder.

“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from Investment Property, collections thereon or distributions or payments with respect thereto.

“Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

“Securities Act”: the Securities Act of 1933, as amended.

“Trademarks”: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 4(a) and (ii) the right to obtain all renewals thereof.

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“Trademark License”: any agreement, whether written or oral, providing for the grant by or to the Guarantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 4(a) to the extent the grant by the Guarantor of a security interest pursuant to this Agreement in its right, title and interest in such agreement is not prohibited by such agreement without the consent of any other party thereto, would not give any other party to such agreement the right to terminate its obligations thereunder, or is permitted with consent if all necessary consents to such grant of a security interest have been obtained from the other parties thereto.

1.2 Other Definitional Provisions. (a) The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to the Guarantor, shall refer to the Guarantor’s Collateral or the relevant part thereof.

SECTION 2. GUARANTEE

2.1 Guarantee. (a) The Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations.

(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors.

(c) The Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.

(d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of the Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations.

(e) No payment made by the Borrower, the Guarantor, any Other Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor, any Other Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the maximum liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Borrower Obligations or any payment received or collected from the Guarantor in respect of the Borrower Obligations), remain liable

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for the Borrower Obligations up to the maximum liability of the Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated.

2.2 No Subrogation. Notwithstanding any payment made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any Other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Other Guarantor in respect of payments made by the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

2.3 Amendments, etc. with respect to the Borrower Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

2.4 Guarantee Absolute and Unconditional. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Guarantor waives diligence, presentment, protest, demand for payment of the Borrower Obligations and notice of default or nonpayment to or upon the Borrower or the Guarantor with respect to the Borrower Obligations. The Guarantor understands and agrees to the fullest extent permitted by applicable law that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or

6

enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of the Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any Other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

2.5 Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or the Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or the Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

2.6 Payments. The Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the office of the Administrative Agent located at 270 Park Avenue, New York, New York 10017.

SECTION 3. GRANT OF SECURITY INTEREST

The Guarantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in, all of the following property now owned or at any time hereafter acquired by the Guarantor or in which the Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantor Obligations:

(a) all Accounts;

(b) all Chattel Paper;

(c) all Deposit Accounts;

(d) all Documents;

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(e) all Equipment;

(f) all General Intangibles;

(g) all Instruments;

(h) all Intellectual Property;

(i) all Inventory;

(j) all Investment Property;

(k) all Letter-of-Credit Rights;

(l) all other property not otherwise described above (except for property not covered by Article 9 of the New York UCC pursuant to Section 9-109(d)(11) thereof);

(m) all books and records pertaining to the Collateral; and

(n) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

Notwithstanding the foregoing, such Collateral does not include (i) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein or (ii) the Capital Stock of DDi Europe.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make or maintain their respective extensions of credit to the Borrower thereunder, the Guarantor hereby represents and warrants to the Administrative Agent and each Lender that:

4.1 Representations in Credit Agreement. In the case of the Guarantor, the representations and warranties set forth in Section 4 of the Credit Agreement as they relate to the Guarantor or to the Loan Documents to which the Guarantor is a party, each of which is hereby incorporated herein by reference, are true and correct, and the Administrative Agent and each Lender shall be entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such representation and warranty to the Borrower’s knowledge shall, for the purposes of this Section 4.1, be deemed to be a reference to the Guarantor’s knowledge.

4.2 Title, No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Lenders pursuant to this Agreement, the Guarantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement.

4.3 Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 (which, in the

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case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for the Guarantor Obligations, enforceable in accordance with the terms hereof against all creditors of the Guarantor and any Persons purporting to purchase any Collateral from the Guarantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law.

4.4 Jurisdiction of Organization; Chief Executive Office. On the date hereof, the Guarantor’s jurisdiction of organization and the location of the Guarantor’s chief executive office or sole place of business are specified on Schedule 3. The Guarantor has furnished to the Administrative Agent a certified charter, certificate of incorporation or other applicable organization document and long-form good standing certificate as of a date which is recent to the date hereof for the Guarantor’s jurisdiction of organization.

4.5 Inventory and Equipment. As of the date hereof, none of the Collateral constitutes, or is the Proceeds of, Inventory and Equipment.

4.6 Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products.

4.7 Investment Property. (a) The shares of Pledged Stock pledged by the Guarantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by the Guarantor (other than DDi Europe) or, in the case of Foreign Subsidiary Voting Stock, 65% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer (other than DDi Europe) owned by the Guarantor.

(b) All the shares of the Pledged Stock issued by each Issuer and pledged by the Guarantor hereunder have been duly and validly issued and are fully paid and nonassessable.

(c) Each of the Pledged Notes of the Borrower or any of its Subsidiaries constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(d) The Guarantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement.

4.8 Receivables. (a) No amount payable to the Guarantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent.

(b) None of the obligors on any Receivables is a Governmental Authority.

(c) The amounts represented by the Guarantor to the Lenders from time to time as owing to the Guarantor in respect of the Receivables will at such times be accurate.

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4.9 Intellectual Property. (a) Schedule 4(a) lists all patented, registered or pending applications for Intellectual Property owned by the Guarantor in its own name on the date hereof.

(b) On the date hereof, all material Intellectual Property owned by the Guarantor is valid, subsisting, unexpired and enforceable, has not been abandoned and does not infringe the intellectual property rights of any other Person.

(c) Except as set forth in Schedule 4(c), on the date hereof, none of the Intellectual Property owned by the Guarantor is the subject of any licensing or franchise agreement pursuant to which the Guarantor is the licensor or franchisor.

(d) The Guarantor owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted.

(e) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.

(f) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any Intellectual Property or such Grantor’s ownership interest therein, or (ii) which, if adversely determined, would have a material adverse effect on the value of any Intellectual Property.

4.10 Additional Representations. (a) The Guarantor (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) The execution, delivery and performance of the Loan Documents to which the Guarantor is a party will not violate any Requirement of Law or Contractual Obligation of the Guarantor or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than pursuant to this Agreement).

(c) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Guarantor, threatened by or against the Guarantor or any of its Subsidiaries or against any of its or their respective properties or revenues (x) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (y) which could reasonably be expected to have a Material Adverse Effect.

SECTION 5.COVENANTS

The Guarantor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Obligations shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:

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5.1 Delivery of Instruments, Certificated Securities and Chattel Paper. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.

5.2 Payment of Obligations. The Guarantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies), against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of the Guarantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.

5.3 Maintenance of Perfected Security Interest; Further Documentation. (a) The Guarantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever.

(b) The Guarantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of the Guarantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail.

(c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Guarantor, the Guarantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral perfected by “control”, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

5.4 Changes in Locations, Name, etc. The Guarantor will not, except upon 15 days’ prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein:

(i) change its jurisdiction of organization or the location of its chief executive office or sole place of business from that referred to in Section 4.4; or

(ii) change its name.

5.5 Notices. The Guarantor will advise the Administrative Agent and the Lenders promptly, in reasonable detail, of:

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(a) any Lien (other than security interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder, and

(b) the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby.

5.6 Investment Property. (a) If the Guarantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer or any Investment Property, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, the Guarantor shall accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Guarantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Guarantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by the Guarantor, the Guarantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of the Guarantor, as additional collateral security for the Obligations.

(b) Without the prior written consent of the Administrative Agent, the Guarantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Capital Stock of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of the Guarantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.

(c) Each Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.6(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 6.1(c) and 6.5 shall apply to it, mutatis mutandis with respect to all actions that may be required of it pursuant to Section 6.1(c) or 6.5 with respect to the Investment Property issued by it.

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5.7 Intellectual Property. (a) The Guarantor (either itself or through licensees) will (i) continue to use each material Trademark owned by the Guarantor on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way, except in each case to the extent that taking, or omitting to take, such action would not have a Material Adverse Effect.

(b) The Guarantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent owned by the Guarantor may become forfeited, abandoned or dedicated to the public, except in each case to the extent that taking, or omitting to take, such action would not have a Material Adverse Effect.

(c) The Guarantor (either itself or through licensees) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may become invalidated or otherwise impaired. The Guarantor will not (either itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain, except to the extent that taking such action would not have a Material Adverse Effect.

(d) The Guarantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe the intellectual property rights of any other Person, except to the extent that taking such action would not have a Material Adverse Effect.

(e) The Guarantor will notify the Administrative Agent and the Lenders immediately if it knows, or has reason to know, that any application or registration relating to any material Intellectual Property owned by the Guarantor may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding the Guarantor’s ownership of, or the validity of, any material Intellectual Property or the Guarantor’s right to register the same or to own and maintain the same.

(f) Whenever the Guarantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon the reasonable request of the Administrative Agent, the Guarantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of the Guarantor relating thereto or represented thereby.

(g) The Guarantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof,

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to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property owned by the Guarantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(h) In the event that any material Intellectual Property owned by the Guarantor is infringed, misappropriated or diluted by a third party, the Guarantor shall (i) take such actions as the Guarantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.

(i) Within 60 days after the execution of this Agreement, the Guarantor shall enter into a written license agreement with each of its Subsidiaries concerning the patents and patent applications listed on Schedule 4 (a). Each such license agreement shall include provisions relating to the term of the license, the non-assignability of the license, the scope of use of each patent and patent application, and any royalties or payments that may become payable.

5.8 Limitation on Negative Pledge Clauses. The Guarantor agrees not to enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of the Guarantor or any of its Subsidiaries (other than DDi Europe) to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, other than (a) this Agreement and the other Loan Documents and (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted by the Credit Agreement (in which case, any prohibition or limitation can only be effective against the assets financed thereby). The Guarantor agrees not to create, incur, assume or suffer to exist any Lien on the Capital Stock of DDi Europe or any other DDi Europe Value, whether now owned or hereafter acquired, other than as provided herein or in the DDi Corp. Preferred Stock Certificate of Designation.

5.9 DDi Corp. Control Agreement. The Guarantor agrees to establish on or before the Restatement Effective Date and to maintain the DDi Corp. Control Account and to enter into on or before the Restatement Effective Date the DDi Corp. Control Agreement in form and substance satisfactory to the Administrative Agent. For so long as any Borrower Obligations are outstanding, the Guarantor agrees to deposit all amounts received by Details pursuant to Section 7.6(b) of the Credit Agreement into the DDi Corp. Control Account.

5.10 Additional Collateral, etc. The Guarantor agrees to comply fully with all the terms and conditions of Section 6.9 of the Credit Agreement, which is hereby incorporated herein by reference.

SECTION 6. REMEDIAL PROVISIONS

6.1 Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the Guarantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.1(b), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be

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inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.

(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise its rights to the Guarantor, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by the Guarantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c) The Guarantor hereby authorizes and instructs each Issuer of any Investment Property pledged by the Guarantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Guarantor, and the Guarantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent.

6.2 Proceeds to be Turned Over to Administrative Agent. If an Event of Default shall occur and be continuing, all Proceeds received by the Guarantor consisting of cash, checks and other near-cash items shall be held by the Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Administrative Agent in a Collateral Account (or by the Guarantor in trust for the Administrative Agent and the Lenders) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.3.

6.3 Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the administrative agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account in payment of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to the Borrower or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Obligations shall have

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been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

6.4 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Guarantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Guarantor, which right or equity is hereby waived and released. The Guarantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at the Guarantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to the Guarantor. To the extent permitted by applicable law, the Guarantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

6.5 Registration Rights. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.4, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Guarantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Guarantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the

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Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) The Guarantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Guarantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(c) The Guarantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.5 valid and binding and in compliance with any and all other applicable Requirements of Law. The Guarantor further agrees that a breach of any of the covenants contained in this Section 6.5 will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.5 shall be specifically enforceable against the Guarantor, and the Guarantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

6.6 Deficiency. The Guarantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency.

SECTION 7. THE ADMINISTRATIVE AGENT

7.1 Administrative Agent’s Appointment as Attorney-in-Fact, etc. (a) The Guarantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor and in the name of the Guarantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, the Guarantor hereby gives the Administrative Agent the power and right, on behalf of the Guarantor, without notice to or assent by the Guarantor, to do any or all of the following:

(i) in the name of the Guarantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;

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(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in such Intellectual Property and the goodwill and general intangibles of the Guarantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv) execute, in connection with any sale provided for in Section 6.4 or 6.5, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v) (i) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (ii) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (iii) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (iv) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (v) defend any suit, action or proceeding brought against the Guarantor with respect to any Collateral; (vi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (vii) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (viii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and the Guarantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s and the Lenders’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as the Guarantor might do.

Anything in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1 (a) unless an Event of Default shall have occurred and be continuing.

(b) If the Guarantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the Guarantor, shall be payable by the Guarantor to the Administrative Agent on demand.

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(d) The Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

7.2 Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Guarantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to the Guarantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

7.3 Execution of Financing Statements. Pursuant any applicable law, the Guarantor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of the Guarantor in such form and in such offices as the Administrative Agent determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. The Guarantor authorizes the Administrative Agent to use the collateral description “all personal property” in any such financing statements. The Guarantor hereby ratifies and authorizes the filing by the Administrative Agent of any financing statement with respect to the Collateral made prior to the date hereof.

7.4 Authority of Administrative Agent. The Guarantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Guarantor, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and the Guarantor shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 8. MISCELLANEOUS

8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.1 of the Credit Agreement.

8.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows:

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The Guarantor	1220 Simon Circle Anaheim, CA 92806 Attention: Chief Financial Officer Telephone: 714-630-9438 Telecopy: 714-688-7640
The Administrative Agent	JPMorgan Chase Bank The Loan and Agency Services Attn. Cynthia A. Aguirre / Gloria Javier 1111 Fannin, Floor 10 Houston, TX 77002 Telephone: Cynthia A. Aguirrre: 713-750-7928 Gloria Javier: 713-750-7919 Telecopy: Cynthia A. Aguirrre: 713-750-2358 Gloria Javier: 713-750-2378

8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4 Enforcement Expenses; Indemnification. (a) The Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against the Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which the Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent.

(b) The Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable, with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(c) The Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement.

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(d) The Guarantor agrees to pay, indemnify, and hold each Lender and the Administrative Agent and each of its respective predecessor, affiliate, subsidiaries, successors and assigns, together with their past, present and future officers, directors, agents, attorneys, financial advisors, representatives, partners, joint ventures, affiliates and the successor and assigns of any and all of them (each, an “indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the Restructuring, the DDi Reorganization, the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Company or any of its Subsidiaries or any of the Properties (all the foregoing in, collectively, the “indemnified liabilities”), provided, that the Borrower shall have no obligation hereunder to any indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities are found by a final, non-appealable judgment of a court to result from the gross negligence or willful misconduct of such indemnitee.

(e) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

8.5 Successors and Assigns; Third Party Beneficiaries

.

(a) This Agreement shall be binding upon the successors and assigns of the Guarantor and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns; provided that the Guarantor may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.

(b) The holders of the DDi Corp. Preferred Stock shall be intended third party beneficiaries of Section 8.15 of this Agreement.

8.6 Set-Off. The Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to the Guarantor or any Other Grantor, any such notice being expressly waived by the Guarantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender to or for the credit or the account of the Guarantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of the Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against the Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify the Guarantor promptly of any such set-off and the application made by the Administrative Agent or such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

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8.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.10 Integration. This Agreement and the other Loan Documents represent the agreement of the Guarantor, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.12 Submission To Jurisdiction; Waivers. The Guarantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Guarantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.12 any special, exemplary, punitive or consequential damages.

8.13 Acknowledgements. The Guarantor hereby acknowledges that:

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(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Guarantor, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Guarantor and the Lenders.

8.14 Releases. (a) At such time as the Loans, the Reimbursement Obligations and the other then accrued Obligations shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and the Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Guarantor. At the request and sole expense of the Guarantor following any such termination, the Administrative Agent shall deliver to the Guarantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to the Guarantor such documents as the Guarantor shall reasonably request to evidence such termination.

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Guarantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of the Guarantor, shall execute and deliver to the Guarantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.

8.15 New DDi Corp. Preferred Stock. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that:

(a) any and all rights, claims, Liens and interests of the Administrative Agent and the Lenders hereunder and under the other Loan Documents to the extent that the terms of any such Loan Document create a claim against the Guarantor or a Lien on any asset of the Guarantor will be subordinate to any and all rights, claims and interests of the holders of the DDi Corp. Preferred Stock pursuant to the Plan of Reorganization or the DDi Corp. Preferred Stock Certificate of Designation (including, without limitation, unpaid dividends and other accretions both before and after any insolvency case or proceeding of the Guarantor) with respect to (i) the capital stock of DDi Europe Limited and (ii) any cash, property or other assets of DDi Europe Limited or any of its Subsidiaries that is transferred to the Guarantor by way of dividend or otherwise (collectively, clauses (i) and (ii), “DDi Europe Value”) until such time as the DDi Corp. Preferred Stock is redeemed in full, converted to preferred stock of DDi Europe Limited or otherwise no longer outstanding, and, in furtherance of the foregoing, the Guarantor agrees that, so long as the DDi Corp. Preferred Stock is outstanding, it shall not make any payments to the Administrative Agent or any Lender under the Loan Documents with amounts constituting DDi Europe Value, and no such payments shall be accepted by the Administrative Agent or such Lender;

(b) after such time as the DDi Corp. Preferred Stock is no longer outstanding, all of the DDi Europe Value shall be available, without limitation, to satisfy all obligations of the Guarantor under then existing agreements, including, without limitation, this Agreement;

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(c) for so long as the DDi Corp. Preferred Stock is outstanding, any distributions and/or redemptions required to be made thereunder pursuant to the DDi Corp. Preferred Stock Certificate of Designation shall be made only with and to the extent of DDi Europe Value and the holders of DDi Corp. Preferred Stock in respect of the DDi Corp. Preferred Stock shall have no rights, claims or interests in and to any other assets or equity interests, whether direct or indirect, of the Guarantor; and

(d) (i) if at any time that the DDi Corp. Preferred Stock is outstanding the Administrative Agent or any Lender shall receive any amount constituting DDi Europe Value (ii) or if, following the conversion of the DDi Corp. Preferred Stock to DDi Europe Limited preferred stock, the Administrative Agent or any Lender shall receive any amount constituting DDi Europe Value that was held by the Guarantor at any time that the DDi Corp. Preferred Stock was outstanding, then, in each case, such amount shall be held by the Administrative Agent or such Lender in trust for the Guarantor and the holders of the DDi Corp. Preferred Stock, segregated from other funds of the Administrative Agent or such Lender, and shall, forthwith upon receipt by the Administrative Agent or such Lender, be turned over to the Guarantor in the exact form received by the Administrative Agent or such Lender (duly indorsed by the Administrative Agent or such Lender to the Guarantor, if required), to be applied against any obligations then due and owing under the DDi Corp. Preferred Stock or, if prior to any such return to the Guarantor, the DDi Corp. Preferred Stock is or has been converted to DDi Europe Limited preferred stock, such amount shall be paid over to DDi Europe Limited to be applied against any obligations then due and owing under the DDi Europe Limited preferred stock.

8.16 WAIVER OF JURY TRIAL. THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written.

DDI CORP.
By:	/s/    TIMOTHY DONNELLY
	Name: Timothy Donnelly Title: Vice President, General Counsel and Secretary

ACKNOWLEDGEMENT AND CONSENT***

The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement dated as of         , 2003 (the “Agreement”), made by the Guarantors party thereto for the benefit of JPMorgan Chase Bank, as Administrative Agent. The undersigned agrees for the benefit of the Administrative Agent and the Lenders as follows:

1. The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned.

2. The undersigned will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.6(a) of the Agreement.

3. The terms of Sections 6.1(c) and 6.5 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.1(c) or 6.5 of the Agreement.

[NAME OF ISSUER]

By:

Title

Address for Notices:

Fax:

*** This consent is necessary only with respect to any Issuer which is not also a Grantor. This consent may be modified or eliminated with respect to any Issuer that is not controlled by a Grantor. If a consent is required, its execution and delivery should be included among the conditions to the initial borrowing specified in the Credit Agreement.

EX-10.3

EXECUTION COPY

EX – 10.3

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT

made by

DDI INTERMEDIATE HOLDINGS CORP.,

DDI CAPITAL CORP.,

DYNAMIC DETAILS, INCORPORATED,

DYNAMIC DETAILS, INCORPORATED, SILICON VALLEY

and certain of their Subsidiaries

in favor of

JPMORGAN CHASE BANK,

as Administrative Agent

Dated as of December 12, 2003

TABLE OF CONTENTS

	Page
SECTION 1.  DEFINED TERMS	2
1.1   Definitions	2
1.2   Other Definitional Provisions	5
SECTION 2.  GUARANTEE	5
2.1   Guarantee	5
2.2   Right of Contribution	6
2.3   No Subrogation	6
2.4   Amendments, etc. with respect to the Borrower Obligations	6
2.5   Guarantee Absolute and Unconditional	7
2.6   Reinstatement	7
2.7   Payments	8
SECTION 3.  CONFIRMATIONS AND GRANT OF SECURITY INTEREST	8
SECTION 4.  REPRESENTATIONS AND WARRANTIES	9
4.1   Representations in Credit Agreement	9
4.2   Title, No Other Liens	9
4.3   Perfected First Priority Liens	9
4.4   Jurisdiction of Organization; Chief Executive Office	9
4.5   Inventory and Equipment	10
4.6   Farm Products	10
4.7   Investment Property	10
4.8   Receivables	10
4.9   Intellectual Property	10
4.10 Representations of DDi Intermediate Holdco	11
SECTION 5.  COVENANTS	11
5.1   Delivery of Instruments, Certificated Securities and Chattel Paper	11
5.2   Maintenance of Insurance	11
5.3   Payment of Obligations	12
5.4   Maintenance of Perfected Security Interest; Further Documentation	12
5.5   Changes in Locations, Name, etc.	12
5.6   Notices	13
5.7   Investment Property	13
5.8   Receivables	14
5.9   Intellectual Property	14
5.10 Limitation on Negative Pledge Clauses	15
SECTION 6.  REMEDIAL PROVISIONS	16
6.1   Certain Matters Relating to Receivables	16
6.2   Communications with Obligors; Grantors Remain Liable	16
6.3   Pledged Stock	17
6.4   Proceeds to be Turned Over to Administrative Agent	17

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	Page
6.5   Application of Proceeds	18
6.6   Code and Other Remedies	18
6.7   Registration Rights	19
6.8   Deficiency	19
SECTION 7.  THE ADMINISTRATIVE AGENT	20
7.1   Administrative Agent’s Appointment as Attorney-in-Fact, etc.	20
7.2   Duty of Administrative Agent	21
7.3   Execution of Financing Statements	21
7.4   Authority of Administrative Agent	22
SECTION 8.  MISCELLANEOUS	22
8.1   Amendments in Writing	22
8.2   Notices	22
8.3   No Waiver by Course of Conduct; Cumulative Remedies	22
8.4   Enforcement Expenses; Indemnification	22
8.5   Successors and Assigns	23
8.6   Set-Off	23
8.7   Counterparts	23
8.8   Severability	23
8.9   Section Headings	23
8.10 Integration	23
8.11 GOVERNING LAW	23
8.12 Submission To Jurisdiction; Waivers	24
8.13 Acknowledgements	24
8.14 Additional Grantors	24
8.15 Releases	24
8.16 WAIVER OF JURY TRIAL	25

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AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 12, 2003, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Second Amended and Restated Credit Agreement, dated as of December 12, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DDi Capital Corporation, a California corporation (“DDi Capital”), Dynamic Details, Incorporated, a California corporation (“Details” or the “Borrower”), the Lenders and the Administrative Agent.

W I T N E S S E T H:

WHEREAS, DDi Capital, Details, DDISV, Dynamic Details Incorporated, Colorado Springs, Dynamic Details Incorporated, Texas and certain other Grantors are parties to the Guarantee and Collateral Agreement dated as of July 23, 1998 (the “Original Guarantee and Collateral Agreement”) and DDi Capital, Details and DDISV are also parties to a related Credit Agreement dated as of July 23, 1998 and as amended and restated as of August 28, 1998, and as amended by the First Amendment, dated as of March 10, 1999, the Second Amendment, dated as of March 22, 2000, the Third Amendment, dated as of October 10, 2000, the Fourth Amendment, dated as of February 13, 2001, the Fifth Amendment, dated as of December 31, 2001, the Sixth Amendment, dated as of June 28, 2002, the Seventh Amendment, dated as of June 27, 2003, the Eight Amendment, dated as of August 1, 2003 (as amended, supplemented or otherwise modified through the date hereof, the “Original Credit Agreement”);

WHEREAS, the Original Credit Agreement will be amended and restated as the Credit Agreement on the date hereof;

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to restructure and exchange the existing extensions of credit outstanding thereunder to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, the Borrower has requested that the Original Guarantee and Collateral Agreement be amended and restated to read in its entirety as provided herein to include again DDi Intermediate Holdco (as defined below) as an additional Guarantor and to reflect the Credit Agreement;

WHEREAS, the Borrower is a member of an affiliated group of companies that includes each other Grantor;

WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the continuing extensions of credit under the Credit Agreement; and

WHEREAS, it is a condition precedent to the obligation of the Lenders to agree to restructure and exchange the existing extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make or maintain

their respective extensions of credit thereunder, each Grantor hereby agrees with the Administrative Agent, for the ratable benefit of the Lenders, that effective on the date hereof, the Original Guarantee and Collateral Agreement shall be amended and restated in its entirety to read as follows:

SECTION 1. DEFINED TERMS

1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Documents, Equipment, Farm Products, General Intangibles, Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations.

(b) The following terms shall have the following meanings:

“Agreement”: this Amended and Restated Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Borrower Obligations”: the collective reference to the unpaid principal of and interest on the Loans and the Reimbursement Obligations and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and the Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Hedge Agreement referred to below, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit or any Hedge Agreement entered into by the Borrower with any Lender (or any Affiliate of any Lender) or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements).

“Collateral”: as defined in Section 3.

“Collateral Account”: any collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4.

“Copyrights”: (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 6(a)), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

“Copyright Licenses”: any written agreement naming any Grantor as licensor or licensee (including, without limitation, those listed in Schedule 6(a)), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and

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sell materials derived from any Copyright, to the extent the grant by such Grantor of a security interest pursuant to this Agreement in such agreement is not prohibited by such agreement without the consent of any other party thereto, would not give any other party to such agreement the right to terminate its obligations thereunder, or is permitted with consent if all necessary consents to such grant of a security interest have been obtained from the other parties thereto.

“DDi Capital”: as defined in the preamble hereto.

“DDi Corp.”: DDi Corp., a Delaware corporation.

“DDi Corp. Guarantee and Collateral Agreement”: that certain Guarantee and Collateral Agreement, dated as of December         , 2003 by DDi Corp. in favor of the Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time.

“DDi Intermediate Holdco”: DDi Intermediate Holdings Corp., a California corporation.

“Deposit Account”: as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.

“Foreign Subsidiary”: any Subsidiary that is organized under the laws of any jurisdiction outside the United States.

“Foreign Subsidiary Voting Stock”: the voting Capital Stock of any Foreign Subsidiary.

“Guarantor Obligations”: with respect to any Guarantor all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, in Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

“Guarantors”: the collective reference to each Grantor other than (i) with respect to the Borrower Obligations only, the Borrower and (ii) any Grantor that is a Foreign Subsidiary.

“Hedge Agreements”: as to any Person, all interest rate swaps, caps or collar agreements or similar arrangements entered into by such Person providing for protection against fluctuations in interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intercompany Note”: any promissory note evidencing loans made by any Grantor to its direct or indirect parent or any of its Subsidiaries.

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“Investment Property”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

“Issuers”: the collective reference to each issuer of any Investment Property.

“New York UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations”: (i) in the case of the Borrower, the Borrower Obligations and (ii) in the case of each Guarantor, its Guarantor Obligations.

“Patents”: (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 6(a), (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 6(a), and (iii) all rights to obtain any reissues or extensions of the foregoing.

“Patent License”: all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 6(a) to the extent the grant by such Grantor of a security interest pursuant to this Agreement in its right, title and interest in such agreement is not prohibited by such agreement without the consent of any other party thereto, would not give any other party to such agreement the right to terminate its obligations thereunder, or is permitted with consent if all necessary consents to such grant of a security interest have been obtained from the other parties thereto.

“Pledged Notes”: all promissory notes listed on Schedule 2, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).

“Pledged Securities”: the collective reference to the Pledged Notes and the Pledged Stock.

“Pledged Stock”: the shares of Capital Stock listed on Schedule 2, together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect, provided that in no event shall more than 65% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be pledged hereunder.

“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from Investment Property, collections thereon or distributions or payments with respect thereto.

“Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

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“Securities Act”: the Securities Act of 1933, as amended.

“Trademarks”: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 6(a) and (ii) the right to obtain all renewals thereof.

“Trademark License”: any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 6(a) to the extent the grant by such Grantor of a security interest pursuant to this Agreement in its right, title and interest in such agreement is not prohibited by such agreement without the consent of any other party thereto, would not give any other party to such agreement the right to terminate its obligations thereunder, or is permitted with consent if all necessary consents to such grant of a security interest have been obtained from the other parties thereto.

1.2 Other Definitional Provisions. (a) The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

(a) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(b) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

SECTION 2. GUARANTEE

2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations.

(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).

(c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.

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(d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations.

(e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the maximum liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated.

2.2 Right of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or DDi Corp., as “Guarantor” under the DDi Corp. Guarantee and Collateral Agreement, or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor or DDi Corp., as “Guarantor” under the DDi Corp. Guarantee and Collateral Agreement, in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be appliedagainst the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

2.4 Amendments, etc. with respect to the Borrower Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Borrower Obligations continued, and the Borrower Obligations, or

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the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

2.5 Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment of the Borrower Obligations and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees to the fullest extent permitted by applicable law that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor, DDi Corp. or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor, DDi Corp. or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor, DDi Corp., as “Guarantor” under the DDi Corp. Guarantee and Collateral Agreement, or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

2.6 Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the

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Borrower Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the office of the Administrative Agent located at 270 Park Avenue, New York, New York 10017.

SECTION 3. CONFIRMATIONS AND GRANT OF SECURITY INTEREST

Each Grantor hereunder that was not a Grantor party to the Original Guarantee and Collateral Agreement and each Grantor that was a party to the Original Guarantee and Collateral Agreement with respect to any Collateral that did not constitute “Collateral” as defined in and under the Original Guarantee and Collateral Agreement hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:

(a) all Accounts;

(b) all Chattel Paper;

(c) all Deposit Accounts;

(d) all Documents;

(e) all Equipment;

(f) all General Intangibles;

(g) all Instruments;

(h) all Intellectual Property;

(i) all Inventory;

(j) all Investment Property;

(k) all Letter-of-Credit Rights;

(l) all other property not otherwise described above (except for property not covered by Article 9 of the New York UCC pursuant to Section 9-109(d)(11) thereof);

(m) all books and records pertaining to the Collateral; and

(n) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

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Notwithstanding the foregoing, such Collateral does not include any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein. In addition, in the event that any Grantor disposes of assets, in a transaction permitted by Section 7.5 of the Credit Agreement, such assets, but not the proceeds or products thereof, shall be released from the Lien on the Collateral.

Each Grantor hereunder that was a Grantor party to the Original Guarantee and Collateral Agreement hereby confirms that pursuant to the Original Guarantee and Collateral Agreement it granted, and each such Grantor hereby continues to grant to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in all of the Collateral described in the Original Guarantee and Collateral Agreement in which such Grantor has, or had at any time, any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration of otherwise) of such Grantor’s Obligations.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make or maintain their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each Lender that:

4.1 Representations in Credit Agreement. In the case of each Guarantor, the representations and warranties set forth in Section 4 of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of which is hereby incorporated herein by reference, are true and correct, and the Administrative Agent and each Lender shall be entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such representation and warranty to the Borrower’s knowledge shall, for the purposes of this Section 4.1, be deemed to be a reference to such Guarantor’s knowledge.

4.2 Title, No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Lenders pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement.

4.3 Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form), will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law.

4.4 Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor’s jurisdiction of organization and the location of such Grantor’s chief executive office or sole place of business are specified on Schedule 4. Such Grantor has furnished to the Administrative Agent a

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certified charter, certificate of incorporation or other applicable organization document and long-form good standing certificate as of a date which is recent to the date hereof for such Grantor’s jurisdiction of organization.

4.5 Inventory and Equipment. On the date hereof, the Inventory and the Equipment (other than mobile goods) are kept at the locations listed on Schedule 5.

4.6 Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products.

4.7 Investment Property. (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, 65% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer owned by such Grantor.

(b) All the shares of the Pledged Stock issued by DDi Capital or the Borrower or any of their respective Subsidiaries have been duly and validly issued and are fully paid and nonassessable.

(c) Each of the Pledged Notes of either of DDi Capital or the Borrower or any of its Subsidiaries constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens permitted by Section 7.3 of the Credit Agreement.

4.8 Receivables. (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent.

(b) None of the obligors on any Receivables is a Governmental Authority.

(c) The amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate.

4.9 Intellectual Property. (a) Schedule 6(a) lists all patented, registered or pending applications for Intellectual Property owned by such Grantor in its own name on the date hereof.

(b) Except as set forth in Schedule 6(b), on the date hereof, all material Intellectual Property owned by such Grantor is valid, subsisting, unexpired and enforceable, has not been abandoned and does not infringe the intellectual property rights of any other Person.

(c) On the date hereof, none of the Intellectual Property owned by such Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.

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(d) Except as set forth on Schedule 6(d), each Grantor owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted.

(e) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.

(f) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any Intellectual Property or such Grantor’s ownership interest therein, or (ii) which, if adversely determined, would have a material adverse effect on the value of any Intellectual Property.

4.10 Representations of DDi Intermediate Holdco. In the case of DDi Intermediate Holdco:

(a) DDi Intermediate Holdco (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) The execution, delivery and performance of the Loan Documents to which DDi Intermediate Holdco is a party will not violate any Requirement of Law or Contractual Obligation of DDi Intermediate Holdco or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than pursuant to this Agreement).

(c) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of DDi Intermediate Holdco, threatened by or against DDi Intermediate Holdco or any of its Subsidiaries or against any of its or their respective properties or revenues (x) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (y) which could reasonably be expected to have a Material Adverse Effect.

SECTION 5. COVENANTS

Each Grantor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Obligations shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:

5.1 Delivery of Instruments, Certificated Securities and Chattel Paper. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.

5.2 Maintenance of Insurance. (a) Such Grantor will maintain, with financially sound and reputable companies, insurance policies (i) insuring the Inventory and Equipment against loss by fire,

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explosion, theft and such other casualties as may be reasonably satisfactory to the Administrative Agent and (ii) insuring such Grantor, the Administrative Agent and the Lenders against liability for personal injury and property damage relating to such Inventory and Equipment or to any motor vehicles owned or operated by such Grantor, such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Administrative Agent and the Lenders.

(b) All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof, (ii) name the Administrative Agent as insured party or loss payee, (iii) if reasonably requested by the Administrative Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Administrative Agent.

(c) The Borrower shall deliver to the Administrative Agent and the Lenders a report of a reputable insurance broker with respect to such insurance at the time of delivery of the financial statements described in Section 6.1(a) of the Credit Agreement.

5.3 Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies), against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.

5.4 Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever.

(b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail.

(c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral perfected by “control”, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

5.5 Changes in Locations, Name, etc. Such Grantor will not, except upon 15 days’ prior written notice to the Administrative Agent and delivery to the Administrative Agent of (a) all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein and (b) if

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applicable, a written supplement to Schedule 5 showing any additional location at which Inventory or Equipment shall be kept:

(i) permit any of the Inventory or Equipment to be kept at a location other than those listed on Schedule 5;

(ii) change its jurisdiction of organization or the location of its chief executive office or sole place of business from that referred to in Section 4.4; or

(iii) change its name.

5.6 Notices. Such Grantor will advise the Administrative Agent and the Lenders promptly, in reasonable detail, of:

(a) any Lien (other than security interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder, and

(b) the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby.

5.7 Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer or any Investment Property, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Grantor, as additional collateral security for the Obligations.

(b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Capital Stock of any nature of any Issuer except as permitted under the Credit Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property

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or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and Liens permitted under Section 7.3 of the Credit Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.

(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.7(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Investment Property issued by it.

5.8 Receivables. (a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof.

(b) Such Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables.

5.9 Intellectual Property. (a) Such Grantor (either itself or through licensees) will (i) continue to use each material Trademark owned by such Grantor on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way, except in each case to the extent that taking, or omitting to take, such action would not have a Material Adverse Effect.

(b) Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent owned by such Grantor may become forfeited, abandoned or dedicated to the public, except in each case to the extent that taking, or omitting to take, such action would not have a Material Adverse Effect.

(c) Such Grantor (either itself or through licensees) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain, except to the extent that taking such action would not have a Material Adverse Effect.

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(d) Such Grantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe the intellectual property rights of any other Person, except to the extent that taking such action would not have a Material Adverse Effect.

(e) Such Grantor will notify the Administrative Agent and the Lenders immediately if it knows, or has reason to know, that any application or registration relating to any material Intellectual Property owned by such Grantor may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or the validity of, any material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same.

(f) Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon the reasonable request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.

(g) Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property owned by such Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(h) In the event that any material Intellectual Property owned by such Grantor is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.

(i) Within 60 days following the execution of this Agreement, each Grantor shall enter into a written license agreement with DDi Corp. concerning the patents and patent applications listed on Schedule 6(d). Each such license agreement shall include provisions relating to the term of the license, the non-assignability of the license, the scope of use of each patent and patent application, and any royalties or payments that may become payable.

5.10 Limitation on Negative Pledge Clauses. In the case of DDi Intermediate Holdco, DDi Intermediate Holdco agrees not to enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of DDi Intermediate Holdco or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, other than (a) this Agreement and the other Loan Documents and (b) any agreements governing

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any purchase money Liens or Capital Lease Obligations otherwise permitted by the Credit Agreement (in which case, any prohibition or limitation can only be effective against the assets financed thereby).

SECTION 6. REMEDIAL PROVISIONS

6.1 Certain Matters Relating to Receivables. (a) The Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications; provided, that prior to a Default or Event of Default such test verifications shall be done without any notice that the verification is being done by a secured party being given to any of the obligors on such Receivables. At any time and from time to time, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, an trial balances for, the Receivables.

(b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent, for the account of the Lenders only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c) At the Administrative Agent’s request, upon the occurrence of a Default or an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

6.2 Communications with Obligors; Grantors Remain Liable. (a) The Administrative Agent in its own name or in the name of others may at any time communicate with obligors under the Receivables to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables; provided, that prior to the occurrence of an Event of Default, the Administrative Agent shall not indicate to any obligors that the verification is being done by a secured party.

(b) Upon the request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables that the Receivables have been assigned to the Administrative Agent for the ratable benefit of the Lenders and that payments in respect thereof shall be made directly to the Administrative Agent.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Administrative Agent nor any Lender shall have any obligation or liability under any

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Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Lender of any payment relating thereto, nor shall the Administrative Agent or any Lender be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.

(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent.

6.4 Proceeds to be Turned Over to Administrative Agent. In addition to the rights of the Administrative Agent and the Lenders specified in Section 6.1 with respect to payments of Receivables, if

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an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent and the Lenders) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.5.

6.5 Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account in payment of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to the Borrower or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

6.6 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the

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surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

6.7 Registration Rights. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11 (a) of the Securities Act.

(b) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(c) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

6.8 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency.

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disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency.

SECTION 7. THE ADMINISTRATIVE AGENT

7.1 Administrative Agent’s Appointment as Attorney-in-Fact, etc. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv) execute, in connection with any sale provided for in Section 6.6 or 6.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v) (i) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (ii) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (iii) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (iv) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (v) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (vi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (vii) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative

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Agent shall in its sole discretion determine; and (viii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s and the Lenders’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1 (a) unless an Event of Default shall have occurred and be continuing.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand.

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

7.2 Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

7.3 Execution of Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. Each Grantor authorizes the Administrative Agent to use the collateral description “all personal property” in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent of any financing statement with respect to the Collateral made prior to the date hereof.

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7.4 Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 8. MISCELLANEOUS

8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.1 of the Credit Agreement.

8.2 Notices. All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1.

8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent.

(b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable, with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement.

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(d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

8.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.

8.6 Set-Off. Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Grantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by the Administrative Agent or such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

8.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.10 Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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8.12 Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.12 any special, exemplary, punitive or consequential damages.

8.13 Acknowledgements. Each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Grantors and the Lenders.

8.14 Additional Grantors. Each Subsidiary of a Borrower that is required to become a party to this Agreement pursuant to subsection 6.9 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto.

8.15 Releases. (a) At such time as the Loans, the Reimbursement Obligations and the other then accrued Obligations shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any

24

instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

(a) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Subsidiary Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

1.2 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written.

DDI INTERMEDIATE HOLDINGS CORP.
By:	/s/    TIMOTHY DONNELLY
	Title: Vice President and Secretary

DDI CAPITAL CORP.
By:	/s/    TIMOTHY DONNELLY
	Title: Vice President, Secretary and Assistant Treasurer

DYNAMIC DETAILS, INCORPORATED
By:	/s/    TIMOTHY DONNELLY
	Title: Vice President, Secretary and Assistant Treasurer

DYNAMIC DETAILS INCORPORATED, SILICON VALLEY
By:	/s/    TIMOTHY DONNELLY
	Title: Vice President, Secretary and Assistant Treasurer

DYNAMIC DETAILS TEXAS, LLC
By:	/s/    TIMOTHY DONNELLY
	Title: Vice President, Secretary and Assistant Treasurer

DDI SALES CORP.
By:	/s/    TIMOTHY DONNELLY
	Title: Vice President, Secretary and Assistant Treasurer

DDI-TEXAS INTERMEDIATE HOLDINGS II, L.L.C.
By:	/s/    TIMOTHY DONNELLY
	Title: Vice President and Secretary

DDI-TEXAS INTERMEDIATE PARTNERS II, L.L.C.
By:	/s/    TIMOTHY DONNELLY
	Title: Vice President and Secretary

DYNAMIC DETAILS INCORPORATED, COLORADO SPRINGS
By:	/s/    TIMOTHY DONNELLY
	Title: Vice President and Secretary

DYNAMIC DETAILS INCORPORATED, VIRGINIA
By:	/s/    TIMOTHY DONNELLY
	Title: Vice President and Secretary

DYNAMIC DETAILS, L.P.
By:	/s/    TIMOTHY DONNELLY
	Title: Vice President and Secretary

LAMINATE TECHNOLOGY CORP.
By:	/s/    TIMOTHY DONNELLY
	Title: Vice President and Secretary

2

ACKNOWLEDGEMENT AND CONSENT

The undersigned hereby acknowledges receipt of a copy of the Amended and Restated Guarantee and Collateral Agreement dated as of         , 2003 (the “Agreement”), made by the Grantors parties thereto for the benefit of JPMorgan Chase Bank, as Administrative Agent. The undersigned agrees for the benefit of the Administrative Agent and the Lenders as follows:

1. The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned.

2. The undersigned will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.7(a) of the Agreement.

3. The terms of Sections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 of the Agreement.

[NAME OF ISSUER]

By

Title

Address for Notices:

Fax:

Annex 1 to

Guarantee and Collateral Agreement

ASSUMPTION AGREEMENT, dated as of                     , 200  , made by                                 , a                              corporation (the “Additional Grantor”), in favor of JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

W I T N E S S E T H:

WHEREAS, Dynamic Details, Incorporated (“Details”), the Lenders and the Administrative Agent have entered into an amended and restated credit agreement, dated as of             , 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates (other than the Additional Grantor) have entered into the Amended and Restated Guarantee and Collateral Agreement, dated as of             , 2003 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the benefit of the Lenders;

WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules                  **** to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

**** Refer to each Schedule which needs to be supplemented.

[ADDITIONAL GRANTOR]
By:
	Name: Title:

2

EX-10.4

EXECUTION COPY

EX – 10.4

SECURED LENDER WARRANT AGREEMENT

Dated as of

December 12, 2003

among

DDI CORP.

and

Mellon Investor Services LLC

as the Warrant Agent

and

JPMorgan Chase Bank

as the Administrative Agent

TABLE OF CONTENTS

	Page
ARTICLE 1. Defined Terms	1
SECTION 1.1.    Definitions	1
SECTION 1.2.    Other Definitions	6
SECTION 1.3.    Rules of Construction	6
ARTICLE 2. Warrant Certificates	6
SECTION 2.1.    Issuance and Dating; Terms of Warrants	6
SECTION 2.2.    Execution and Countersignature	7
SECTION 2.3.    Certificate Register	8
SECTION 2.4.    Transfer and Exchange	8
SECTION 2.5.    Legends	9
SECTION 2.6.    Replacement Certificates	9
SECTION 2.7.    Temporary Certificates	10
SECTION 2.8.    Cancellation	10
ARTICLE 3. Exercise Terms	10
SECTION 3.1.    Exercise Price	10
SECTION 3.2.    Exercise Periods	10
SECTION 3.3.    Expiration	10
SECTION 3.4.    Manner of Exercise	11
SECTION 3.5.    Issuance of Warrant Shares	11
SECTION 3.6.    Fractional Warrant Shares	12
SECTION 3.7.    Reservation of Warrant Shares	12
SECTION 3.8.    Compliance with Law	12
ARTICLE 4. Release of Warrants from Escrow	13
SECTION 4.1.    Terms of Release	13
SECTION 4.2.    Earn-In Release (an “Earn-In Release”)	13
SECTION 4.3.    Retirement Release (a “Retirement Release”)	14
SECTION 4.4.    Deadlock	14
SECTION 4.5.    Release Procedures	15
ARTICLE 5. Antidilution Provisions	15
SECTION 5.1.    Changes in Common Stock	15
SECTION 5.2.    Cash Dividends and Other Distributions.	15
SECTION 5.3.    Rights Issue	16
SECTION 5.4.    Issuance of Additional Shares of Common Stock.	17
SECTION 5.5.    Combination; Liquidation.	18
SECTION 5.6.    Tender Offers; Exchange Offers	19

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SECTION 5.7.    Other Events	19
SECTION 5.8.    Current Market Value	19
SECTION 5.9.    Superseding Adjustment	20
SECTION 5.10.  Minimum Adjustment	21
SECTION 5.11.  Notice of Adjustment	21
SECTION 5.12.  No Adjustment Under Certain Circumstances	21
SECTION 5.13.  Notice of Certain Transactions	22
SECTION 5.14.  Adjustment to Warrant Certificate	22
SECTION 5.15.  Adjustment of Per Share Warrant Price	22
ARTICLE 6. Rights of Holders	23
SECTION 6.1.    Registration Rights	23
SECTION 6.2.    No Voting Rights; Limitations of Liability	23
SECTION 6.3.    Convertible Securities	23
ARTICLE 7. Warrant Agent	23
SECTION 7.1.    Appointment of Warrant Agent	23
SECTION 7.2.    Rights and Duties of Warrant Agent	24
SECTION 7.3.    Individual Rights of Warrant Agent	26
SECTION 7.4.    Warrant Agent’s Disclaimer	26
SECTION 7.5.    Compensation and Indemnity	26
SECTION 7.6.    Successor Warrant Agent	26
ARTICLE 8. Miscellaneous	28
SECTION 8.1.    Reports	28
SECTION 8.2.    Persons Benefiting	28
SECTION 8.3.    Amendment	28
SECTION 8.4.    Notices	29
SECTION 8.5.    Business Days.	30
SECTION 8.6.  GOVERNING LAW	30
SECTION 8.7.    Successors	30
SECTION 8.8.    Counterparts	30
SECTION 8.9.    Table of Contents	30
SECTION 8.10.  Severability	30
SECTION 8.11.  Entire Agreement	30

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EXHIBIT A	-	Form of Warrant Certificate
EXHIBIT B	-	Form of Election to Purchase Warrant Certificates
EXHIBIT C	-	Form of Assignment
EXHIBIT D	-	Schedule of Fees
ANNEX A	-	List of Initial Lenders and Warrant Shares Distribution
ANNEX B	-	Release Certificate

iii

SECURED LENDER WARRANT AGREEMENT, dated as of December 12, 2003 (this “Agreement”), among DDi Corp., a Delaware corporation (the “Company”), Mellon Investor Services LLC, a New Jersey limited liability company, as Warrant Agent (in such capacity, the “Warrant Agent”), and JPMorgan Chase Bank, as Administrative Agent on behalf of the Lenders listed on Annex A hereto (in such capacity, the “Administrative Agent”).

W I T N E S S E T H :

WHEREAS, it is a condition to the obligations of the Lenders under the Second Amended and Restated Credit Agreement, dated as of December 12, 2003 (the “Credit Agreement”), among Dynamic Details, Incorporated, DDi Capital Corp., the Lenders from time to time parties thereto and the Administrative Agent and the Restructuring Support Agreement, dated as of August 1, 2003, as amended on August 7, 2003 and August 19, 2003 (the “Restructuring Support Agreement”), among the Company, DDi Intermediate Holdings Corp., DDi Capital Corp., Dynamic Details, Incorporated, Dynamic Details, Incorporated, Silicon Valley and their respective subsidiaries and affiliates, the Administrative Agent and the Consenting Lenders, and it is a condition to the effectiveness of the Debtors’ Modified First Amended Joint Plan of Reorganization, dated as of August 30, 2003 (as may be further amended, the “Plan”), as confirmed by Order of the United States Bankruptcy Court for the Southern District of New York entered December 2, 2003 (the “Confirmation Order”) that the Company execute and deliver (i) this Agreement, (ii) the Warrant Escrow Agreement, dated the date hereof (the “Warrant Escrow Agreement”), between the Company and Mellon Investor Services LLC, as Warrant Escrow Agent (in such capacity, the “Warrant Escrow Agent”), and to deposit with the Warrant Escrow Agent thereunder Warrants (the “Warrants”) to purchase from the Company 3,051,507 shares of Common Stock of the Company representing ten percent (10%) of the Common Stock of the Company on a Diluted Basis (as defined herein) on the Closing Date and (iii) the Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), between the Company and the Administrative Agent on behalf of the Holders;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows:

ARTICLE 1.

Defined Terms

SECTION 1.1. Definitions. All terms defined in the Credit Agreement shall have such defined meanings when used herein or in any Exhibit hereto unless otherwise defined herein or therein. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

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“Board” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board of Directors.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“Cashless Exercise Ratio” means a fraction, the numerator of which is the excess of the Current Market Value per share of Common Stock on the date of exercise over the Exercise Price per share as of the date of exercise and the denominator of which is the Current Market Value per share of the Common Stock on the date of exercise.

“Change of Control”, with respect to the Company, shall be considered to occur if:

(a) any Person or group (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended, as in effect on the Restatement Effective Date) is or becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of the voting stock of the Company (provided that for the purposes of this clause, such Person shall be deemed to beneficially own any voting stock of a Person held by any other Person (the “parent entity”) if such person is the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the voting power of the voting stock of such parent entity) or such Person or group has the power, directly or indirectly, to elect a majority of the members of the board of directors of the Company;

(b) there is a sale of all or substantially all of the assets of the Company to another Person or the merger or consolidation of the Company with or into another Person or the merger of another person with or into the Company, or if the securities of the Company that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the voting stock of the Company are changed into or exchanged for cash, securities, or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving person or transferee that represent, immediately after such transaction, a majority of the aggregate voting power of the voting stock of the surviving person or transferee; or

(c) the Company is dissolved or liquidated.

“Closing Date” means the “Restatement Effective Date” as such term is defined in the Credit Agreement.

“Combination” means an event in which the Company consolidates with, merges with or into, or sells, transfers or otherwise disposes of all or substantially all its property, assets or business to another Person, and shall include, without duplication, a Change of Control with respect to the Company.

2

“Commitments” has the meaning assigned to this term in the Credit Agreement.

“Common Stock” means the new common stock, $0.001 par value, of the Company together with any other equity securities that may be issued by the Company in substitution therefor.

“Convertible Securities” means (i) options to purchase or rights to subscribe for Common Stock, (ii) securities by their terms convertible into or exchangeable for Common Stock or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities.

“Convertible Subordinated Notes” means, collectively, the 5¼% Convertible Subordinated Notes due 2008 and the 6¼% Convertible Subordinated Notes due 2007 of the Company.

“Convertible Subordinated Note Holders” means, collectively, the holders as of the Closing Date of the 5¼% Convertible Subordinated Notes due 2008 and the 6¼% Convertible Subordinated Notes due 2007 of the Company.

“Current Market Value” has the meaning set forth in Section 5.8 of this Agreement.

“Deadlock Period” has the meaning set forth in Section 4.4 of this Agreement.

“Earn-In Date” means December 12, 2005, the date which is two years after the Closing Date.

“Exercise Date” has the meaning set forth in Section 3.5 of this Agreement.

“Exercise Price” has the meaning set forth in Section 3.1 of this Agreement.

“Expiration Date” means December 31, 2008.

“Fair Value” has the meaning set forth in Section 5.2 of this Agreement.

“Holder” means the duly registered holder of a Warrant under the terms of this Agreement and the Warrant Escrow Agreement.

“Houlihan” means Houlihan Lokey Howard & Zukin Capital, financial advisors to the Company.

“Houlihan Note” means the promissory note issued on the Closing Date by the Company to Houlihan in the amount of $500,000, which, if not paid in full by March 31, 2004, shall be convertible into 200,945 shares of Common Stock, as adjusted in accordance with the terms thereof.

3

“Independent Valuation Firm” means an investment banking firm of nationally recognized standing that is, in the reasonable judgment of the Person engaging such firm, qualified to perform the task for which it has been engaged. Such Independent Valuation Firm shall be selected by the Company and approved by the Required Lenders.

“Initial Lenders” means the Lenders listed in Annex A.

“Lenders” means the lenders party to the Credit Agreement and restructuring and exchanging Commitments pursuant to the Credit Agreement on the Closing Date and the permitted assignees and transferees of their rights hereunder and under the Credit Agreement.

“Management Incentive Plan” means the 2003 Management Equity Incentive Plan of the Company and its Subsidiaries.

“Management Options” means the Tranche A and Tranche B management options issued or issuable to the Company’s management employees under the Management Incentive Plan of the Company and its Subsidiaries.

“Management Securities” means 50% of the Tranche A1 Management Options, 50% of the Tranche A2 Management Options, 50% of the Tranche A3 Management Options and 1,250,000 shares of Common Stock reserved for issuance under the Management Incentive Plan.

“New Common Shareholders” means the former Convertible Subordinated Note Holders receiving new Common Stock of the Company on the Closing Date.

“New Senior Accreting Notes” means the new 16% Senior Accreting Notes due 2009 of the Company to be issued on the Closing Date.

“New Senior Accreting Note Holders” means the holders of the New Senior Accreting Notes.

“Officer” means the Chairman of the Board, the President, any Vice President, the Chief Financial Officer or the Treasurer of the Company.

“Per Share Warrant Price” has the meaning set forth in Section 5.15 of this Agreement.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Purchased Shares” has the meaning set forth in Section 5.6 of this Agreement.

“Registrar” has the meaning set forth in Section 3.7 of this Agreement.

4

“Registration Rights Agreement” means the New Common Stock Registration Rights Agreement, dated as of the date hereof, among the Company, the Lenders, the New Senior Accreting Note Holders and the New Common Shareholders.

“Release Certificate” means a certificate, substantially in the form attached hereto as Annex B, jointly executed and delivered by the Administrative Agent and the Company to the Warrant Agent in order to obtain release from escrow of some or all of the Warrants under the procedure described herein in Section 4.2 or Section 4.3, as applicable.

“Release Date” means the first Business Day following the Earn-In Date.

“Release Ratio” means, for the purposes of any determination thereof on any date, the ratio of (i) the aggregate principal amount of Commitments of a Lender or its predecessor(s) in interest under the Credit Agreement on the Closing Date to (ii) the aggregate principal amount of all outstanding Commitments under the Credit Agreement on the Closing Date; provided, however, that in no event shall the aggregate of all such ratios exceed 1.0 to 1.0.

“Required Lenders” has the meaning assigned to this term in the Credit Agreement.

“SEC” means the Securities and Exchange Commission (or any successor thereto).

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Discount Warrants” means the warrants of the Company issued on the Closing Date to the New Senior Accreting Note Holders.

“Success Fees” has the meaning assigned to this term in the Credit Agreement.

“Successor Company” has the meaning set forth in Section 5.5 of this Agreement.

“Time of Determination” has the meaning set forth in Section 5.8 of this Agreement.

“Transfer Agent” has the meaning set forth in Section 3.5 of this Agreement.

“Voting Stock” of a corporation means all classes of capital stock of such corporation then outstanding and normally entitled to vote in the election of directors.

“Warrant Certificates” means the certificates evidencing the Warrants to be delivered pursuant to this Agreement, substantially in the form of Exhibit A hereto.

“Warrant Shares” means the shares of Common Stock of the Company to be issued and received, or issued and received, as the case may be, upon exercise of the Warrants.

5

SECTION 1.2. Other Definitions.

Term	Defined in Section
“Agreement”	Preamble
“Cashless Exercise”	3.4
“Certificate Register”	2.3
“Company”	Preamble
“Confirmation Order”	Recitals
“Credit Agreement”	Preamble
“Diluted Basis”	2.1(b)
“Earn-In Release”	4.2
“Plan”	Recitals
“Registration Rights Agreement”	Recitals
“Retirement Release”	4.3
“Successor Company”	5.4(a)
“Warrant Agent”	Preamble
“Warrant Escrow Agent”	Recitals
“Warrant Escrow Agreement”	Recitals
“Warrants”	Recitals

SECTION 1.3. Rules of Construction. Unless the text otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time;

(c) “or” is not exclusive;

(d) “including” means including, without limitation; and

(e) words in the singular include the plural and words in the plural include the singular.

ARTICLE 2.

Warrant Certificates

SECTION 2.1. Issuance and Dating; Terms of Warrants. (a) The Warrants shall be initially issued on the Closing Date (the Company shall promptly notify the Warrant Agent of such date and until then, the Warrant Agent shall not be deemed to have knowledge of such date) and shall be deposited with the Warrant Escrow Agent pursuant to the terms of the Warrant Escrow Agreement. The Warrant Certificates will be issued in registered form as definitive

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Warrant Certificates, substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Agreement. The Warrant Certificates may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company and does not affect the rights, immunities, duties or liabilities of the Warrant Agent) and shall bear the legend required by Section 2.5. Each Warrant shall be dated the date of its countersignature. The terms of the Warrants set forth in Exhibit A are part of the terms of this Agreement.

(b) Each Warrant shall, when the Warrant Certificate or Certificates therefore are countersigned by the Warrant Agent, entitle the Holder(s) thereof, subject to and upon compliance with the provisions of this Agreement, to purchase one (1) share of Common Stock, which number of shares of Common Stock, in the aggregate for all Warrants, shall be equal to 3,051,507 which is equal to ten percent (10.0%) of the sum of (i) the number of shares of Common Stock outstanding as of the close of business on the Closing Date and (ii) without duplication, the number of additional shares of Common Stock not then outstanding, which are issuable upon exercise or conversion of the Warrants, the Senior Discount Warrants and the Management Securities (“Diluted Basis”). The number of Warrant Shares issuable upon exercise of a Warrant shall be subject to adjustment from time to time as set forth in Article 5 hereof.

SECTION 2.2. Execution and Countersignature. (a) With respect to the Warrants to be issued on the Closing Date (the Company shall promptly notify the Warrant Agent of such date and until then, the Warrant Agent shall not be deemed to have knowledge of such date), one or more Warrant Certificates as specified by the Administrative Agent representing the Warrants shall be executed in blank on behalf of the Company by manual or facsimile signature by one Officer and attested by its Secretary or an Assistant Secretary under its corporate seal which may be impressed, affixed, imprinted or reproduced on such Warrant Certificates or may be in facsimile form. The Warrant Agent is hereby instructed and authorized to countersign such Warrant Certificate(s) by manual or facsimile signature, and such Warrant Certificate(s) shall be delivered in accordance with Section 2.1 hereof.

(b) With respect to all other Warrants, the Warrant Certificates therefor shall be executed on behalf of the Company by one Officer and attested by its Secretary or an Assistant Secretary under its corporate seal. Such signature may be manual or facsimile signature. The Company’s seal shall be impressed, affixed, imprinted or reproduced on the Warrant Certificates and may be in facsimile form. If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrant Certificate shall be valid nevertheless. A Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.

(c) Upon written order from the Warrant Agent, the Company shall execute and deliver to the Warrant Agent, and the Warrant Agent is hereby instructed and authorized to countersign and deliver to the Warrant Escrow Agent, Warrant Certificates registered in the

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name or names and for such number of Warrants as shall be specified by the Warrant Agent in such order in exchange for Warrant Certificate(s) then held by the Warrant Escrow Agent for a like number of Warrants. To the extent the Warrant Certificate(s) delivered by the Warrant Escrow Agent to the Warrant Agent represent a greater number of Warrants than specified in the order from the Warrant Agent, the Company shall execute and deliver to the Warrant Agent, and the Warrant Agent is hereby instructed and authorized to countersign and deliver to the Warrant Escrow Agent, Warrant Certificates in blank for such excess number of Warrants to be held in escrow by the Warrant Escrow Agent pursuant to the Warrant Escrow Agreement.

(d) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificate. Unless limited by the terms of such appointment, such agent may countersign the Warrant Certificate whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.

SECTION 2.3. Certificate Register. The Warrant Agent shall keep at its office designed for such purpose a register (“Certificate Register”) of the Warrant Certificates and of their transfer and exchange. The Certificate Register shall show the names and addresses of the respective Holders and the date and number of Warrants evidenced on the face of each of the Warrant Certificates. The Company and the Warrant Agent may deem and treat the Person in whose name a Warrant Certificate is registered as the absolute owner of such Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary.

SECTION 2.4. Transfer and Exchange. (a) When Warrants are presented to the Warrant Agent with a written request to register the transfer of such Warrants or to exchange such Warrants for an equal number of Warrants of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if it is instructed by the Company to do so in writing and its reasonable requirements for such transaction are met, including for instance delivery of an Assignment in the form of Exhibit C hereto.

(b) (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby instructed and authorized to countersign Warrant Certificates as required pursuant to the provisions of this Section 2.4.

(ii) All Warrant Certificates issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered upon such registration of transfer or exchange.

(iii) Prior to due presentment for registration of transfer of any Warrant, the Warrant Agent and the Company may deem and treat the Person in whose name any Warrant is registered as the absolute owner of such Warrant and neither the Warrant Agent nor the Company shall be affected by notice to the contrary.

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(iv) No service charge shall be made to a Holder for any registration of transfer or exchange upon surrender of any Warrant Certificate at the office of the Warrant Agent maintained for that purpose. However, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty or obligation to take any action under any Section of this Agreement which requires the payment by a Holder of applicable taxes and governmental charges which are due and payable unless and until the Warrant Agent is satisfied that all such taxes and/or charges have been paid.

(c) Prior to the Release Date, no Holder may sell or transfer Warrants except to a Person who is (i) is an Affiliate of such Holder or (ii) is, or will become concurrently with such transfer, a Lender under the Credit Agreement. Any such sale or transfer shall also comply with the restrictions set forth in Section 10.6 of the Credit Agreement.

SECTION 2.5. Legends. Each Warrant Certificate evidencing the Warrants (and all Warrant Certificates issued in exchange therefor or substitution thereof) and each certificate representing the Warrant Shares shall bear a legend in substantially the following form:

“THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ISSUED PURSUANT TO THE JOINT PLAN OF REORGANIZATION (THE “PLAN”) OF DDI CAPITAL CORP. AND DDI CORP. (THE “DEBTORS”) IN THE CASE OF THE DEBTORS FILED IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (THE “BANKRUPTCY COURT”), CASE NO. 03-15261 (SMB) (JOINTLY ADMINISTERED). THE PLAN HAS BEEN CONFIRMED BY THE BANKRUPTCY COURT AND THIS WARRANT AND ANY WARRANT SHARE ISSUABLE UPON EXERCISE HEREOF AND ANY INTEREST THEREIN IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ANY STATE AND LOCAL SECURITIES LAWS AND IS FREELY TRANSFERABLE PURSUANT TO SECTION 1145(A) OF THE BANKRUPTCY REFORM ACT OF 1978, AS AMENDED, AS SET FORTH IN TITLE 11 OF THE UNITED STATES CODE, 11 U.S.C. §§ 101 ET. SEQ.”

“NO WARRANTS AND NO WARRANT SHARES HELD BY AN UNDERWRITER OR AN AFFILIATE OF THE DEBTORS MAY BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED IN VIOLATION OF THE SECURITIES ACT OR STATE SECURITIES LAWS. ACCORDINGLY, THE DEBTORS RECOMMEND THAT POTENTIAL RECIPIENTS OF WARRANTS AND WARRANT SHARES CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH SECURITIES.”

SECTION 2.6. Replacement Certificates. If a mutilated Warrant Certificate is surrendered to the Warrant Agent or if the Holder of a Warrant Certificate claims that the Warrant Certificate has been lost, destroyed or wrongfully taken, the Company shall issue and the Warrant Agent is hereby instructed and authorized to countersign a replacement Warrant Certificate if the reasonable requirements of the Warrant Agent and of Section 8-405 of the Uniform Commercial Code as in effect in the State of New York are met. If required by the Warrant Agent or the Company, such Holder shall furnish an indemnity bond sufficient in the

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judgment of the Company and the Warrant Agent to protect the Company and the Warrant Agent from any loss that either of them may suffer if a Warrant Certificate is replaced. The Company and the Warrant Agent may charge the Holder for their expenses in replacing a Warrant Certificate. Every replacement Warrant Certificate is an additional obligation of the Company.

SECTION 2.7. Temporary Certificates. Until definitive Warrant Certificates are ready for delivery, the Company may prepare and the Warrant Agent is hereby instructed and authorized to countersign temporary Warrant Certificates. Temporary Warrant Certificates shall be substantially in the form of definitive Warrant Certificates but may have variations that the Company considers appropriate for temporary Warrant Certificates. Without unreasonable delay, the Company shall prepare and upon receipt of written instruction from the Company, the Warrant Agent shall countersign definitive Warrant Certificates and deliver them in exchange for temporary Warrant Certificates.

SECTION 2.8. Cancellation. (a) In the event the Company shall purchase or otherwise acquire Warrants, the Warrant Certificates in respect thereof shall thereupon be delivered to the Warrant Agent for cancellation.

(b) The Warrant Agent and no one else shall cancel and destroy all Warrant Certificates surrendered for transfer, exchange, replacement, exercise or cancellation and deliver a certificate of such destruction to the Company unless the Company directs the Warrant Agent to deliver canceled Warrant Certificates to the Company. The Company may not issue new Warrant Certificates to replace Warrant Certificates to the extent they evidence Warrants, which have been exercised, or Warrants that the Company has purchased or otherwise acquired.

ARTICLE 3.

Exercise Terms

SECTION 3.1. Exercise Price. Each Warrant shall initially entitle the Holder thereof, subject to adjustment pursuant to the terms of this Agreement, to purchase one share of Common Stock for a per share exercise price of $0.001 (as the same may be adjusted pursuant to Article 5, the “Exercise Price”).

SECTION 3.2. Exercise Periods. (a) Subject to the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time on or after the Release Date; provided, however, that Warrants that are held in escrow pursuant to the terms of the Warrant Escrow Agreement are not eligible for exercise unless and until they are released from escrow pursuant to the terms of the Warrant Escrow Agreement and this Agreement.

(b) No Warrant shall be exercisable after the Expiration Date.

SECTION 3.3. Expiration. A Warrant shall terminate and become void as of the earlier of (a) the close of business on the Expiration Date and (b) the time and date such Warrant is exercised. The Company shall give notice not less than 90 and not more than 120 days prior to the Expiration Date to the Holders (and written notice thereof to the Warrant Agent) of all

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then outstanding Warrants to the effect that the Warrants will terminate and become void as of the close of business on the Expiration Date. The Warrants shall terminate and become void after the Expiration Date, notwithstanding the Company’s failure to give such notice.

SECTION 3.4. Manner of Exercise. Warrants may be exercised upon (a) surrender to the Warrant Agent at its office designed for such purpose of the Warrant Certificates, together with the form of election to purchase Common Stock on the reverse thereof and substantially in the form attached hereto as Exhibit B duly filled in and signed by the Holder thereof and (b) payment to the Warrant Agent, for the account of the Company, of the Exercise Price for the number of Warrant Shares in respect of which such Warrant is then exercised. Such payment shall be made (i) in cash or by certified or official bank check payable to the order of the Company or by wire transfer of funds to an account designated by the Company for such purpose or (ii) by the surrender of a Warrant or Warrants (represented by one or more relevant Warrant Certificates) without the payment of the Exercise Price in cash (such surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise) in exchange for the issuance of such number of shares of Common Stock equal to the product of (1) the number of shares of Common Stock for which such Warrant would otherwise then be nominally exercised if payment of the Exercise Price as of the date of exercise were being made in cash and (2) the Cashless Exercise Ratio. An exercise of a Warrant in accordance with the immediately preceding sentence is herein called a “Cashless Exercise”. All provisions of this Agreement shall be applicable with respect to an exercise of Warrant Certificates pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. Subject to Section 3.2, the rights represented by the Warrants shall be exercisable at the election of the Holders thereof either in full at any time or from time to time in part and in the event that a Warrant Certificate is surrendered for exercise in respect of less than all the Warrant Shares purchasable on such exercise at any time prior to the Expiration Date a new Warrant Certificate exercisable for the remaining Warrant Shares will be issued. The Warrant Agent is hereby instructed and authorized to countersign and deliver the required new Warrant Certificates, and the Company, at the Warrant Agent’s request, shall supply the Warrant Agent with Warrant Certificates duly signed on behalf of the Company for such purpose. The Warrant Agent shall have no duty (i) to determine or calculate the Exercise Price or (ii) to confirm or verify the accuracy or correctness of the Exercise Price. The Warrant Agent’s sole duty under this paragraph is to accept the certificates evidencing the Warrants and to take possession for the benefit of the Company of the Exercise Price delivered to it by a Warrant Holder.

SECTION 3.5. Issuance of Warrant Shares. Subject to Section 2.5, upon the surrender of Warrant Certificates and payment of the per share Exercise Price, as set forth in Section 3.4, the Company promptly (and in no event later than three Business Days after the Exercise Date (as defined below)) shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“Transfer Agent”) to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise to the Person or Persons entitled to receive the same, together with cash as provided in Section 3.6 in

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respect of any fractional Warrant Shares otherwise issuable upon such exercise. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date (the “Exercise Date”) of the surrender of such Warrant Certificates and the payment of the per share Exercise Price.

SECTION 3.6. Fractional Warrant Shares. The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be exercised in full at the same time by the same Holder, the number of full Warrant Shares which shall be issuable upon such exercise shall be computed on the basis of the aggregate number of Warrant Shares purchasable pursuant thereto. If any fraction of a Warrant Share would, except for the provisions of this Section 3.6, be issuable upon the exercise of any Warrant (or specified portion thereof), the Company shall, within five (5) Business Days after the Exercise Date, pay an amount in cash equal to the Current Market Value for one Warrant Share on the Business Day immediately preceding the date the Warrant is exercised multiplied by such fraction and computed to the nearest whole cent.

SECTION 3.7. Reservation of Warrant Shares. The Company shall at all times reserve and keep available for issue upon exercise of the Warrants such number of authorized but unissued shares of Common Stock as will be sufficient to provide for the exercise of all outstanding Warrants. The registrar for the Common Stock (the “Registrar”) shall at all times until the Expiration Date, or the time at which all Warrants have been exercised or cancelled, reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent. All Warrant Shares which may be issued upon exercise of Warrants shall, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be payable as provided in Section 3.6. The Company will furnish to such Transfer Agent a copy of all notices of adjustments and certificates related thereto transmitted to each Holder.

SECTION 3.8. Compliance with Law. If any shares of Common Stock required to be reserved for purposes of exercise of Warrants require, under any other Federal or state law or applicable governing rule or regulation of any national securities exchange, registration with or approval of any Governmental Authority, or listing on any such national securities exchange before such shares may be issued upon exercise, the Company will cause such shares to be duly registered or approved by such Governmental Authority or listed on the relevant national securities exchange; provided that the Company shall not have any obligation to register the Warrant Shares under the Securities Act except pursuant to the Registration Rights Agreement.

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ARTICLE 4.

Release of Warrants from Escrow

SECTION 4.1. Terms of Release. The Warrants created under the terms of this Agreement shall be released in whole or in part only through one of the procedures described below in Section 4.2, 4.3 or 4.5.

SECTION 4.2. Earn-In Release (an “Earn-In Release”). In accordance with the provisions of this Section 4.2, the number of Warrants, if any, that shall be released from escrow on the Release Date shall be determined based on the aggregate amount of Commitments outstanding under the Credit Agreement on the Earn-In Date. The number of Warrants which each Lender holding Commitments under the Credit Agreement will be entitled to receive under this Section 4.2 on the Release Date will be equal to a number calculated by taking the product of:

(a) the total number of Warrants initially issued under this Agreement (as adjusted in accordance with Article 5 hereof); and

(b) the Release Ratio applicable to such Lender;

multiplied by

(c) (i) 0.50, if on the Earn-In Date, the Commitments under the Credit Agreement have been permanently reduced by at least fifty percent (50%) but less than one hundred percent (100%) of the aggregate amount of such Commitments outstanding on the Closing Date, and any outstanding loans in excess of such reduced Commitments plus all accrued and unpaid interest and all accrued and unpaid Success Fees with respect thereto have been repaid in full, and such reduced Commitments are not subject to reborrowing;

(ii) 0, if on the Earn-In Date all outstanding loans and other extensions of credit pursuant to the Commitments under the Credit Agreement plus all accrued and unpaid interest with respect thereto and all accrued and unpaid Success Fees have been repaid in full, and all such loans and Commitments have been terminated and are not subject to reborrowing; or

(iii) 1.0, if on the Earn-In Date more than 50% of the aggregate amount of the Commitments under the Credit Agreement outstanding on the Closing Date remain outstanding.

As of the close of business on the Earn-In Date, the Administrative Agent and the Company shall jointly execute and deliver to the Warrant Agent a Release Certificate (and simultaneously deliver a copy thereof to each Holder), which Release Certificate shall be substantially in the form attached as Annex B hereto and shall indicate whether any Warrants are to be released from escrow pursuant to the terms of this Section 4.2. If any Warrants are to be released from escrow, the Release Certificate shall state the percentage of the total number of

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Warrants to be released and shall also provide a schedule indicating the proportionate number of Warrants to be released to each Holder entitled to receive Warrants from escrow. Following the Earn-In Date, Warrants not entitled to be released from escrow pursuant to the terms of this Section 4.2, if any, shall be returned to the Company for cancellation.

SECTION 4.3. Retirement Release (a “Retirement Release”). (a) In the event that, prior to the Earn-In Date, Dynamic Details, Incorporated has permanently reduced the Commitments under the Credit Agreement by at least fifty percent (50%) but less than one hundred percent (100%) of the aggregate amount of such Commitments outstanding on the Closing Date, and any outstanding loans in excess of such reduced Commitments plus all accrued and unpaid interest and all accrued and unpaid Success Fees with respect thereto have been repaid in full, and such Commitments are not subject to reborrowing, the Company may obtain the release of fifty percent (50%) of the Warrants then held in escrow (as determined pursuant to Section 4.2) by delivering a Release Certificate jointly executed by the Administrative Agent and the Company, modified as appropriate, to the Warrant Agent, substantially in the form attached hereto as Annex B.

(b) In the event that, prior to the Earn-In Date, Dynamic Details, Incorporated repays all the loans under the Credit Agreement, all accrued and unpaid interest and all accrued and unpaid Success Fees with respect thereto have been repaid in full, and the Commitments under the Credit Agreement have been terminated and are not subject to reborrowing, the Company may obtain the release of all Warrants then held in escrow (as determined pursuant to Section 4.2) by delivering a Release Certificate jointly executed by the Administrative Agent and the Company, modified as appropriate, to the Warrant Agent, substantially in the form attached hereto as Annex B, whereupon the rights of each Holder to obtain the release of any Warrants pursuant to this Article 4 shall terminate.

SECTION 4.4. Deadlock. In the event that the Administrative Agent and the Company fail to agree on the number of Warrants to be released from escrow pursuant to the terms of Section 4.2 or Section 4.3, as the case may be, the Administrative Agent and the Company shall use their best efforts to resolve such deadlock promptly but in any event no later than 7 days after the Earn-In Date (the “Deadlock Period”). In the event that the Administrative Agent and the Company are able to resolve such deadlock during the Deadlock Period, the Company shall have up to 3 Business Days from the time such deadlock is resolved to make any additional payments to repay any outstanding loans under the Credit Agreement plus any accrued and unpaid interest and any accrued and unpaid Success Fees with respect thereto and to reduce Commitments to an amount that would reduce the number of Warrants to be released from escrow. However, if the Company and the Administrative Agent fail to resolve such deadlock during the Deadlock Period, the Administrative Agent’s good faith calculation of the number of Warrants to be released from escrow shall be determinative, and both the Administrative Agent and the Company shall jointly execute and deliver an appropriate Release Certificate to the Warrant Agent; provided, however, that (i) the Company shall have the option to repay all or a portion of any outstanding loans under the Credit Agreement plus any accrued and unpaid interest and any accrued and unpaid Success Fees with respect thereto and to reduce the Commitments within 3 Business Days after the Deadlock Period and (ii) if the Company exercises its option to make any such repayment and it is subsequently determined that there was

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a calculation error on the part of the Administrative Agent relating to the number of Warrants to be released from escrow which resulted in an overpayment by the Company of any accrued and unpaid interest and any accrued and unpaid Success Fees with respect to any loans that have been repaid, the Lenders shall be obligated to promptly return the amount of such overpayment to the Company.

SECTION 4.5. Release Procedures. Upon receipt by the Warrant Agent of a properly completed Release Certificate described in Section 4.2 or Section 4.3, as the case may be, the Warrant Agent will present such Certificate to the Warrant Escrow Agent, promptly but no later than 5 days after receipt of such notice, as contemplated by Section 2 of the Warrant Escrow Agreement. In the case of a Release Certificate, Warrants released from escrow will be registered in the names requested by the Administrative Agent; provided that if any such name requested by the Administrative Agent is not of an Initial Lender, the Company may require that, as a condition of release of Warrants that the holder deliver to the Company and the Warrant Agent an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company, to the effect that such transfer is made in compliance with the Securities Act and all applicable state securities laws or pursuant to an exempt transaction under the Securities Act and state securities laws.

ARTICLE 5.

Antidilution Provisions

SECTION 5.1. Changes in Common Stock. In the event that at any time or from time to time after the Closing Date, the Company shall (a) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock or other shares of capital stock, (b) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (d) increase or decrease the number of shares of Common Stock outstanding by reclassification of its Common Stock (in each case, other than a transaction to which Section 5.5 is applicable), then the number of shares of Common Stock purchasable upon exercise of each Warrant immediately after the happening of such event shall be adjusted so that, after giving affect to such adjustment, the Holder of each Warrant shall be entitled to receive the number of shares of Common Stock upon exercise thereof that such Holder would have owned or have been entitled to receive had such Warrants been exercised immediately prior to the happening of the events described above (or, in the case of a dividend or distribution of Common Stock, immediately prior to the record date therefor). An adjustment made pursuant to this Section 5.1 shall become effective immediately after the effective date, retroactive to the record date therefor in the case of a dividend or distribution in shares of Common Stock, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. Notwithstanding escrow of the Warrants, the provisions of this Article 5 shall apply at all times commencing on the Closing Date until and including the Expiration Date.

SECTION 5.2. Cash Dividends and Other Distributions. In the event that at any time or from time to time after the Closing Date the Company shall distribute to holders of Common Stock (a) any dividend or other distribution of cash, evidences of its indebtedness,

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shares of its capital stock or any other properties or securities or (b) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (a) and (b), (i) any dividend or distribution described in Section 5.1 or (ii) any rights, options, warrants or securities described in Section 5.3), then the Company shall make the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). If the Company makes such distribution to the Holders of Warrants at a time such Warrants are not currently exercisable, such distributions shall be held in escrow until on or after the Release Date. In the event that the Company makes a good faith determination that it is impractical to distribute such distribution to Holders of Warrants, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, the numerator of which shall be the Current Market Value per share of Common Stock on the record date for such distribution, and the denominator of which shall be such Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the “Fair Value”) (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a certified copy of which will be sent to Holders) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, warrants, options or subscription of purchase rights. Such adjustments shall be made whenever any distribution described in the preceding sentence is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment made pursuant to this Section 5.2 shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price; provided, however, that such adjustment may have the effect of decreasing the Exercise Price.

SECTION 5.3. Rights Issue. In the event that at any time or from time to time after the Closing Date the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, any options or warrants for the purchase of, or any securities convertible into or exchangeable for, Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities convertible into or exchangeable for Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower on the record date for such issuance than the then Current Market Value per share of Common Stock, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Warrant immediately prior to the date of issuance of such rights, options, warrants or securities by a fraction, (a) the numerator of which shall be (i) the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus (ii) the number of additional shares of Common Stock offered for subscription or purchase or issuable upon exercise of such options or warrants or for which such securities are convertible into or exchangeable for, and (b) the denominator of which

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shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received through issuance of such rights, warrants, options, or convertible securities. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities. Notwithstanding any other provision of this Section 5.3, the number of shares of Common Stock purchasable upon exercise of any Warrant shall not be adjusted pursuant to this Section 5.3 in connection with the issuance or sale of rights, options, warrants or convertible or exchangeable securities described in clause (a) of Section 5.4.

If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible into or exchangeable for, Common Stock subject to this Section 5.3, the consideration allocated to each such security shall be determined in good faith by the Board whose determination shall be evidenced by a Board resolution filed with the Warrant Agent, a certified copy of which shall be delivered to each Holder.

SECTION 5.4. Issuance of Additional Shares of Common Stock. In the event that at any time or from time to time after the Closing Date (A) the Company shall issue or sell (x) any additional shares of Common Stock for consideration (or Convertible Securities convertible into or exercisable to purchase for aggregate consideration, including the consideration for issuance of the Convertible Securities) in an amount per additional share of Common Stock less than the Current Market Value, (y) any additional shares of Common Stock for consideration (or Convertible Securities convertible into or exercisable to purchase for aggregate consideration, including the consideration for issuance of the Convertible Securities) in an amount per additional share of Common Stock at or above the Current Market Value in case of issuances of equity permitted by Section 2.9(g) of the Credit Agreement or (z) without limiting the foregoing as set forth in clauses (x) and (y), any Management Options not included in the Management Securities, or (B) without limiting the foregoing as set forth in clauses (A)(x) and (A)(y), the Houlihan Note shall become convertible into Common Stock or Convertible Securities, as the case may be, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of each Warrant immediately prior to such issue or sale by a fraction (a) the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, assuming conversion or exercise of any Convertible Securities (as adjusted from time to time for increases due to accruals of interest or other adjustments (other than anti-dilution adjustments which separately result in similar adjustments pursuant to this Article 5) pursuant to the terms of such Convertible Securities), including, without limitation, the Houlihan Note, and (b) the denominator of which shall be (I), in the case of an issuance as set forth in clauses (A)(x), (A)(z) or (B) above the number, of shares of Common Stock outstanding immediately prior to such issue or sale and (II), in the case of an issuance as set forth in clause (A)(y) above, the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issue or sale, and (ii) the number of shares of Common Stock which could be purchased at the Current Market

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Value with the aggregate consideration received from the issuance or sale of the additional shares of Common Stock. For the purposes of this Section 5.4, the date as of which the Current Market Value per share of Common Stock shall be computed shall be the earlier of (x) the date immediately prior to the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (y) the date immediately prior to the date of actual issuance of such additional shares of Common Stock. In the event that the Company enters into a contract to acquire another Person in which transaction Common Stock is to be issued in exchange for such Person’s securities based upon a floating exchange ratio, then the Common Stock to be so issued shall be deemed to have been issued on the date immediately before the date such contract is entered into and the consideration to be received therefor shall be deemed to be the value for such Common Stock derived from such ratio on such date. Notwithstanding any other provision of this Section 5.4, the number of shares of Common Stock purchasable upon exercise of any Warrant shall not be adjusted pursuant to this Section 5.4 as a result of the issuance or series of issuances or sale of Common Stock in connection with: (a) a transaction to which Section 5.1, 5.2 or 5.3 is applicable, (b) the exercise of the Warrants or the Senior Discount Warrants, (c) the exercise of any Management Options and (d) the conversion of the Houlihan Note.

SECTION 5.5. Combination; Liquidation. (a) Except as provided in Section 5.5(b) and unless the escrowed Warrants have already been released from the escrow and returned to the Company for cancellation pursuant to Section 4.2(c)(ii) or 4.3(b) at the time of the consummation of any Combination, in the event of any Combination, upon consummation of any Combination, the escrowed Warrants of the Holders shall be released from the escrow, and the Holders shall receive new warrants in exchange for their released Warrants and the new warrants shall be immediately exercisable for such number of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrants been exercised immediately prior to such event. Unless paragraph (b) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (the “Successor Company”) in such Combination will enter into an agreement with the Warrant Agent confirming the Holders’ rights pursuant to this Section 5.5(a) and providing for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 5. The provisions of this Section 5.5(a) shall similarly apply to successive Combinations involving any Successor Company.

(b) In the event of (i) a Combination where consideration to holders of Common Stock in exchange for their shares is payable partly or solely in cash, or (ii) the dissolution, liquidation or winding-up of the Company, then the Holders of the Warrants shall be entitled to receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such event, less the Exercise Price; provided that if the consideration to holders of Common Stock in connection with a Combination is payable only partly in cash, with respect to the cash portion of the consideration, the Holders of the Warrants will receive cash distributions on a pro rata basis and, with respect to the non-cash portion of the consideration, the Holders of the Warrants shall receive new warrants as provided in Section 5.5(a).

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In case of any Combination described in this Section 5.5(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with the Warrant Agent the funds, if any, necessary to pay to the holders of the Warrants the amounts to which they are entitled to as described above. After such funds and the surrendered Warrant Certificates are received, the Warrant Agent shall make prompt payment to the Holders by delivering a check in such amount as is appropriate (or, in the case of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrants.

SECTION 5.6. Tender Offers; Exchange Offers. In the event that the Company or any subsidiary or Affiliate of the Company (excluding DDi Europe Limited and its wholly-owned (direct and indirect) subsidiaries) shall purchase shares of Common Stock pursuant to a tender offer or an exchange offer for a price per share of Common Stock that is greater than the then Current Market Value per share of Common Stock in effect at the end of the trading day immediately following the day on which such tender offer or exchange offer expires, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Warrant immediately prior to such purchase by a fraction the numerator of which shall be the sum of (x) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the expiration time of such tender offer or exchange offer (the “Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding (less the Purchased Shares) at the expiration time of such tender offer or exchange offer and the first reported sales price of the Common Stock on the trading day immediately following the day on which such tender offer or exchange offer expires and the denominator of which shall be the number of shares of Common Stock outstanding (including any Purchased Shares) at the expiration time of such tender offer or exchange offer multiplied by the first reported sales price of the Common Stock on the trading day immediately following the day on which such tender offer or exchange offer expires, such increase to become effective immediately prior to the opening of business on the day immediately following the day on which such tender offer or exchange offer expires.

SECTION 5.7. Other Events. If any event occurs as to which the foregoing provisions of this Article 5 are not strictly applicable, including but not limited to any other distribution, offer or similar dilutive event, or, if strictly applicable, would not, in the good faith judgment of the Board, fairly and adequately protect the purchase rights of the Warrants in accordance with the essential intent and principles of such provisions, then the Board shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Board, to protect such purchase rights as aforesaid, but in no event shall any such adjustment have the effect of decreasing the number of shares of Common Stock subject to purchase upon exercise of the Warrants.

SECTION 5.8. Current Market Value. For the purpose of any computation of Current Market Value under this Section 5 and Section 3.6, the “Current Market Value” per

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share of Common Stock at any date shall be (a) for purposes of Section 3.6, the closing price on the Business Day immediately prior to the date of the exercise of the applicable Warrant pursuant to Section 3 and (b) in all other cases, the weighted average of the daily closing prices for the five (5) consecutive trading days ending on the last full trading day on the exchange or market specified in the second succeeding sentence prior to the Time of Determination (as defined below); provided, however, that for purposes of the issuance of any Management Options, Current Market Value shall mean Fair Market Value as defined in the Management Incentive Plan. The term “Time of Determination” as used herein shall be the time and date of the earlier to occur of (A) the date as of which the Current Market Value is to be computed, (B) the date of the first public announcement of the issuance, sale, distribution or granting in question and (C) the last full trading day on such exchange or market before the commencement of “ex-dividend” trading in the Common Stock relating to the event giving rise to the adjustment required by this Section 5.8. The closing price for any day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case (1) on the principal national securities exchange on which the shares of Common Stock are listed or to which such shares are admitted to trading or (2) if the Common Stock is not listed or admitted to trading on a national securities exchange, in the over-the-counter market as reported by the Nasdaq National Market or Nasdaq Small Cap Market or any comparable system. In the absence of all of the foregoing, or if for any other reason the Current Market Value per share cannot be determined pursuant to the foregoing provisions of this Section 5.8, the Current Market Value per share shall be the fair market value thereof determined in good faith by the Board; provided that any determination of fair market value of such shares or other assets under this Agreement shall be subject to the approval of the Required Lenders, and provided, further that any dispute with regard to any such determination of fair market value shall be resolved by an Independent Valuation Firm. The Company shall pay the fees and expenses of any Independent Valuation Firm involved in the determination of fair market value.

SECTION 5.9. Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in adjustments pursuant to this Article 5, if any thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (a) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (b) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 5.1 or 5.5) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

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SECTION 5.10. Minimum Adjustment. The adjustments required by the preceding Sections of this Article 5 shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the number of shares of Common Stock purchasable upon exercise of Warrants that would otherwise be required shall be made (except in the case of a subdivision or combination of shares of Common Stock, as provided for in Section 5.1) unless and until such adjustment either by itself or with other adjustments not previously made increases or decreases by at least 1% the number of shares of Common Stock purchasable upon exercise of Warrants immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Article 5 and not previously made, would result in a minimum adjustment. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. In computing adjustments under this Article 5, fractional interests in Common Stock shall be taken into account to the nearest one-hundredth of a share.

SECTION 5.11. Notice of Adjustment. Whenever the number of shares of Common Stock and other property, if any, purchasable upon exercise of Warrants is adjusted, as herein provided, the Company shall deliver to the Warrant Agent a certificate of a firm of independent accountants (who may be the regular accountants employed by the Company) setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including a description of the basis on which the Board determined the fair market value of any evidences of indebtedness, other securities, property or warrants or other subscription or purchase rights), and specifying the number of shares of Common Stock purchasable upon exercise of Warrants after giving effect to such adjustment. The Warrant Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein, and the Warrant Agent shall have no duty with respect to and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such written certificate. The Company shall promptly mail a copy of such certificate to each Holder in accordance with Section 8.5. The Warrant Agent shall be entitled to rely on such certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time, to any Holder desiring an inspection thereof during reasonable business hours. The Warrant Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of the Exercise Price or the number of shares of Common Stock or other stock or property, purchasable on exercise of the Warrants, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment or the validity or value of any shares of Common Stock.

SECTION 5.12. No Adjustment Under Certain Circumstances. Notwithstanding anything herein to the contrary, the Exercise Price or the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall not be adjusted in connection with (i) any issuance on the Closing Date of any shares of Common Stock, the Warrants or the Senior Discount Warrants, (ii) any issuance after the Closing Date of any Management Securities or (iii) any adjustment to the exercise price of the Senior Discount Warrants or Management Options or the number of shares of Common Stock thereafter purchasable upon the exercise of each Senior

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Discount Warrant or Management Option if such adjustment is the result of the issuance of any shares of Common Stock, any stock or securities (directly or indirectly) convertible into or exchangeable for Common Stock or any rights or options for which an adjustment is provided pursuant to Article V of this Agreement.

SECTION 5.13. Notice of Certain Transactions. In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any reclassification of its Common Stock, capital reorganization or Combination or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 5.6, the Company shall within 5 Business Days of the effectiveness of any such event send to the Warrant Agent and the Administrative Agent and the Warrant Agent shall within two Business Days thereafter send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer, such notice to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, purchasable upon exercise of each Warrant after giving effect to any adjustment which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and, in the case of any action covered by clause (a) or (b) above, at least 10 days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action (including any action contemplated by clause (a) of Section 5.4), at least 30 Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

SECTION 5.14. Adjustment to Warrant Certificate. The form of Warrant Certificate need not be changed because of any adjustment made pursuant to this Article 5, and Warrant Certificates issued after such adjustment may state the same number of shares of Common Stock as are stated in any Warrant Certificates issued prior to the adjustment. The Company, however, may at any time in its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and that does not affect the substance of the Warrant Certificate, and any Warrant Certificate thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed.

SECTION 5.15. Adjustment of Per Share Warrant Price. Upon each adjustment of the aggregate number of Warrant Shares issuable upon exercise of this Warrant under the provisions of this Section 5, the warrant price as measured per share (the “Per Share Warrant Price”) shall be adjusted by multiplying the Per Share Warrant Price in effect immediately prior to such adjustment by a fraction the numerator of which is the aggregate number of Warrant

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Shares for which this Warrant may be exercised immediately prior to such adjustment and the denominator of which is the aggregate number of Warrant Shares for which this Warrant may be exercised immediately after such adjustment. The Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the then Per Share Warrant Price.

ARTICLE 6.

Rights of Holders

SECTION 6.1. Registration Rights. The Holders of the Warrants and Warrant Shares shall be entitled to the registration rights set forth in the Registration Rights Agreement.

SECTION 6.2. No Voting Rights; Limitations of Liability. The Warrants shall not entitle any Holder thereof to any voting rights or other rights as a stockholder of the Company. No provision hereof, in the absence of affirmative action by the Holder to purchase Common Stock, and no enumeration herein of the rights or privileges of the Holder shall give rise to any liability of such Holder for the Exercise Price of Common Stock acquirable by exercise thereof or as a stockholder of the Company.

SECTION 6.3. Convertible Securities. The Company shall not issue any (a) Convertible Securities or similar securities that contain a provision that provides for any change or determination of the applicable conversion price, conversion rate or exercise price (or a similar provision which might have a similar effect) based on any determination of the Current Market Value or other value of the Company’s securities or any other market-based or contingent standard (or such other value so long as the applicable conversion price, conversion rate or exercise price (or similar provision which might have a similar effect) is not less than 80% of the Current Market Value at the time of the issuance of such Convertible Securities) or (b) any preferred stock, debt instruments or similar securities or investment instruments providing for (i) preferences or other payments substantially in excess of the original investment by purchasers thereof or (ii) dividends, interest or similar payments other than dividends, interest or similar payments (but not including as interest or dividends the amortization as original issue discount or otherwise of a Convertible Security or similar security issued concurrently with or together with such debt or other investment interest if such Convertible Security or similar security triggers an adjustment pursuant to Article V above), computed on an annual basis and not in excess, directly or indirectly, of a rate equal to the greater of (A) twice the interest rate on 10-year U.S. Treasury Notes and (B) 20% of the initial purchase price of such securities.

ARTICLE 7.

Warrant Agent

SECTION 7.1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the express provisions of this Agreement and the Warrant Agent hereby accepts such appointment.

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SECTION 7.2. Rights and Duties of Warrant Agent. (a) In acting under this Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship or agency or trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrants.

(b) The Warrant Agent may consult with counsel (who may be legal counsel for the Company) satisfactory to it, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in accordance with such advice or opinion of such counsel.

(c) The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties; and such Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document shall be full authorization and protection to the Warrant Agent for any action taken, suffered or omitted by it under the provisions of this Agreement in reliance upon such Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document; but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such matter or may require such further or additional evidence as it may deem reasonable.

(d) The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably requested. The Warrant Agent shall not be liable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Agreement or for the application by the Company of the proceeds of the Warrants. The Warrant Agent shall have no liability, duty or responsibility in case of any default by the Company in the performance of its covenants, conditions or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise. The Warrant Agent shall have no liability, duty or responsibility for the making of any adjustment in the Exercise Price, or number of shares issuable upon exercise of the Warrant Certificates or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities are or will be validly authorized and issued and fully paid and nonassessable.

(e) The Warrant Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist that may require an adjustment of the number of shares of Common Stock purchasable upon exercise of each Warrant or with

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respect to the nature or extent of any adjustment when made, or with respect to the method employed, or herein or in any supplemental agreement provided to be employed, in making the same. The Warrant Agent shall not be accountable with respect to the validity or value of any shares of Common Stock or of any securities or property that may at any time be issued or delivered upon the exercise of any Warrant or upon any adjustment pursuant to Article 5, and it makes no representation with respect thereto. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates upon the surrender of any Warrant Certificate for the purpose of exercise or upon any adjustment pursuant to Article 5, or to comply with any of the covenants of the Company contained in Article 5.

(f) The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any one of the Officers, and to apply to such Officers for advice or instructions in connection with its duties, and such instructions shall be full authorization and protection to the Warrant Agent, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with instructions of any such Officer.

(g) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Warrant Agent shall not be liable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct (each as finally determined by a court of competent jurisdiction), except by reason of acts constituting bad faith, gross negligence or willful misconduct in the selection and continued employment thereof.

(h) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it believes that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

(i) The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same.

(j) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company, the holder of any Warrant Certificate or any other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.

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(k) The provisions of this Section 7.2 shall survive the termination of this Agreement, the exercise or expiration of the Warrants and the resignation or removal of the Warrant Agent.

SECTION 7.3. Individual Rights of Warrant Agent. The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or its affiliates or become pecuniarily interested in transactions in which the Company or its affiliates may be interested, or contract with or lend money to the Company or its affiliates or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

SECTION 7.4. Warrant Agent’s Disclaimer. The Warrant Agent shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement or the Warrant Certificates and it shall not be responsible for any statement in this Agreement or the Warrant Certificates other than its countersignature thereon.

SECTION 7.5. Compensation and Indemnity. The Company shall pay to the Warrant Agent compensation in accordance with the fee schedule attached hereto as Exhibit D for its engagement and services hereunder and to reimburse the Warrant Agent upon request for all reasonable out-of-pocket expenses incurred by it, including the reasonable compensation and expenses of the Warrant Agent’s agents and counsel incurred in the preparation, administration, delivery, execution and amendment of this Agreement and the performance of its duties under this Agreement. The Company shall indemnify the Warrant Agent against any and all losses, liabilities or expenses (including judgments, damages, fines, penalties, claims, demands, settlements, costs and agents’ and attorneys’ fees and expenses) for anything done or omitted by the Warrant Agent arising out or in connection with this Agreement except as a result of its bad faith, gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). The Warrant Agent shall notify the Company promptly of any claim for which it may seek indemnity. The Company’s obligations pursuant to this Section 7.5 shall survive the termination of this Agreement. The costs and expenses incurred by the Warrant Agent in enforcing the right to indemnification shall be paid by the Company unless it is determined by a final order, judgment, decree or ruling of a court of competent jurisdiction that the Warrant Agent is not entitled to indemnification due to its own bad faith, gross negligence or willful misconduct. In no event will the Warrant Agent be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the possibility of such loss or damage. Any liability of the Warrant Agent under this Agreement to the Company will be limited to the amount of fees paid by the Company to the Warrant Agent.

SECTION 7.6. Successor Warrant Agent. (a) The Company agrees for the benefit of the Holders that there shall at all times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable.

(b) The Warrant Agent or any successor Warrant Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date

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on which its desired resignation shall become effective; provided, however, that such date shall not be less than 30 days after the date on which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective, which date shall not be less than 30 days after such notice is given unless the Warrant Agent otherwise agrees. Any removal under this Section 7.6 shall take effect upon the appointment by the Company as hereinafter provided of a successor Warrant Agent (which shall be a Person authorized under the laws of the jurisdiction of its organization to exercise corporate powers) and the acceptance of such appointment by such successor Warrant Agent.

(c) In case at any time the Warrant Agent shall resign, shall be removed, shall become incapable of acting, shall be adjudged a bankrupt or insolvent, or shall commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or under any other applicable Federal or state bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant Agent or its property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action, or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect of the Warrant Agent in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or similar law; or a decree order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant Agent or of its property or affairs, or any public officer shall take charge or control of the Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation, winding up of or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder; provided, however, that in the event of the resignation of the Warrant Agent hereunder, such resignation shall be effective on the earlier of (i) the date specified in the Warrant Agent’s notice of resignation and (ii) the appointment and acceptance of a successor Warrant Agent hereunder.

(d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the rights and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder.

27

(e) Any Person into which the Warrant Agent hereunder may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any Person to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

ARTICLE 8.

Miscellaneous

SECTION 8.1. Reports. (a) As soon as any Warrant becomes outstanding, the Company shall provide the Warrant Agent and each Holder with such financial statements and reports as are distributed to holders of Common Stock generally.

SECTION 8.2. Persons Benefiting. Nothing in this Agreement is intended or shall be construed to confer upon any Person other than the Company, the Warrant Agent and the Holders any legal or equitable right, remedy or claim under or by reason of this Agreement or any part hereof, and this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders and their successors and permitted assigns.

SECTION 8.3. Amendment. This Agreement may be amended by the parties hereto without the consent of any Holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or making any other provisions with respect to matters or questions arising under this Agreement as the Company and the Warrant Agent may deem necessary or desirable; provided, however, that such action shall not affect adversely the rights of the Holders or the rights, immunities, duties or liability of the Warrant Agent. Any amendment or supplement to this Agreement (including any Exhibit or Annex hereto) that has or would have an adverse effect on the interests of the Holders shall require the written consent of the Holders of a majority of the outstanding Warrants or, if no Warrants are outstanding, the Initial Lenders. The consent of each Holder affected shall be required for any amendment pursuant to which (i) the Exercise Price would be increased, (ii) the number of Warrant Shares purchasable upon exercise of Warrants would be decreased (other than pursuant to adjustments provided herein) or (iii) restrictions on transfer of the Warrants or Warrant Shares would be imposed. In determining whether the Holders of the required number of Warrants have concurred in any direction, waiver or consent, Warrants owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Warrant Agent shall be protected in relying on any such direction, waiver or consent, only Warrants which the Warrant Agent knows are so owned shall be so disregarded. Also, subject to the foregoing, only Warrants outstanding at the time shall be considered in any such determination. Notwithstanding the foregoing, the Warrant Agent shall have no obligation to, and shall incur no liability in failing to, join in and execute any such supplemental agreement or amendment if the rights, duties, liabilities or obligations of the Warrant Agent will be materially affected in any manner thereby.

28

SECTION 8.4. Notices. Any notice or communication shall be in writing and delivered in person or mailed by overnight delivery service addressed as follows:

if to the Company:	DDi Corp.
	1220 North Simon Circle
	Anaheim, CA 92806
	Attention: Timothy J. Donnelly
with a copy to:	Kirkland & Ellis LLP
	777 South Figueroa Street, Suite 3400
	Los Angeles, CA 90017
	Attention: Eva H. Davis
if to the Warrant Agent:	Mellon Investor Services LLC
	400 S. Hope Street, 4th Floor
	Los Angeles, CA 90071
	Attention: Relationship Manager
with a copy to:	Mellon Investor Services LLC
	85 Challenger Road
	Ridgefield Park, New Jersey 07660
	Attention: General Counsel
if to the Administrative Agent:
	JPMorgan Chase Bank
	270 Park Avenue
	New York, New York 10017
	Attention: Jonathan Katz
with a copy to:	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, New York 10017
	Attention: Kathrine McLendon

The Company or the Warrant Agent or the Administrative Agent by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the Certificate Register and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

29

SECTION 8.5. Business Days.

In any case where the Earn-In Date, the Release Date or any date on which a Holder has a right to exercise Warrants shall not be a Business Day, then (notwithstanding any other provision of this Agreement), such action may be made or taken on the next succeeding Business Day with the same force and effect as if made or taken on the Earn-In Date, the Release Date or such last day for exercise, respectively.

SECTION 8.6. GOVERNING LAW. THIS AGREEMENT AND THE WARRANT CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 8.7. Successors. All agreements of the Company in this Agreement and the Warrant Certificates shall bind its successors. All agreements of the Warrant Agent in this Agreement shall bind its successors.

SECTION 8.8. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

SECTION 8.9. Table of Contents. The table of contents and headings of the Articles and Sections of this Agreement have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 8.10. Severability. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid, illegal or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect in that jurisdiction only such clause or provision, or part thereof, and shall not in any manner affect such clause or provision in any other jurisdiction or any other clause or provision of this Agreement in any jurisdiction.

SECTION 8.11. Entire Agreement. This Agreement shall constitute the entire agreement of the parties with respect to the subject matter herein and supersedes all prior oral or written agreements in regard thereto.

30

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

DDI CORP.
By:	/s/    Timothy Donnelly
	Name: Timothy Donnelly
	Title: Vice President
MELLON INVESTOR SERVICES LLC
as Warrant Agent
By:	/s/    Martha Mijango
	Name: Martha Mijango
	Title: Assistant Vice President
JPMORGAN CHASE BANK
as Administrative Agent
By:	/s/    Michael Lancia
	Name: Michael Lancia
	Title: Vice President

31

EXHIBIT A

TO

SECURED LENDER WARRANT AGREEMENT

[FORM OF FACE OF WARRANT CERTIFICATE]

“THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ISSUED PURSUANT TO THE JOINT PLAN OF REORGANIZATION (THE “PLAN”) OF DDI CAPITAL CORP. AND DDI CORP. (THE “DEBTORS”) IN THE CASE OF THE DEBTORS FILED IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (THE “BANKRUPTCY COURT”), CASE NO. 03-15261 (SMB) (JOINTLY ADMINISTERED). THE PLAN HAS BEEN CONFIRMED BY THE BANKRUPTCY COURT AND THIS WARRANT AND ANY WARRANT SHARE ISSUABLE UPON EXERCISE HEREOF AND ANY INTEREST THEREIN IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ANY STATE AND LOCAL SECURITIES LAWS AND IS FREELY TRANSFERABLE PURSUANT TO SECTION 1145(A) OF THE BANKRUPTCY REFORM ACT OF 1978, AS AMENDED, AS SET FORTH IN TITLE 11 OF THE UNITED STATES CODE, 11 U.S.C. §§ 101 ET. SEQ.”

“NO WARRANTS AND NO WARRANT SHARES HELD BY AN UNDERWRITER OR AN AFFILIATE OF THE DEBTORS MAY BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED IN VIOLATION OF THE SECURITIES ACT OR STATE SECURITIES LAWS. ACCORDINGLY, THE DEBTORS RECOMMEND THAT POTENTIAL RECIPIENTS OF WARRANTS AND WARRANT SHARES CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH SECURITIES.”

No.      Certificate for      Warrants

WARRANTS TO PURCHASE COMMON STOCK OF

DDI CORP.

THIS CERTIFIES THAT,             , or its registered assigns, is the registered holder of the number of Warrants set forth above (the “Warrants”). Each Warrant entitles the holder thereof (the “Holder”), at its option and subject to the provisions contained herein and in the Warrant Agreement referred to below, to purchase from DDi Corp., a California corporation (“the Company”), one share of Common Stock, 0.001 par value, of the Company (the “Common Stock”) at the per share exercise price of $0.001 (the “Exercise Price”), or by Cashless Exercise referred to below. This Warrant Certificate shall terminate and become void as of the close of business on December 31, 2008 (the “Expiration Date”) or upon the exercise hereof as to all the shares of Common Stock subject hereto. The number of shares purchasable upon exercise of the Warrants and the Exercise Price per share shall be subject to adjustment from time to time as set forth in the Warrant Agreement.

This Warrant Certificate is issued under and in accordance with a Warrant Agreement dated as of December     , 2003 (the “Warrant Agreement”), between the Company and Mellon Investor Services LLC (the “Warrant Agent”), which term includes any successor

Warrant Agent under the Warrant Agreement), and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Warrant Agreement for a full statement of the respective rights, limitations of rights, duties and obligations of the Company, the Warrant Agent and the Holders of the Warrants. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Warrant Agreement. A copy of the Warrant Agreement may be obtained for inspection by the Holder hereof upon written request to the Warrant Agent at Mellon Investor Services LLC, 400 S. Hope Street, 4^th Floor, Los Angeles, CA 90071, Attention: Relationship Manager.

Subject to the terms of the Warrant Agreement, the Warrants may be exercised in whole or in part (i) by surrender of this Warrant Certificate with the form of election to purchase Warrant Shares attached hereto duly executed and with the simultaneous payment of the Exercise Price in cash (subject to adjustment) to the Warrant Agent for the account of the Company at the office of the Warrant Agent or (ii) by Cashless Exercise. Payment of the Exercise Price in cash shall be made in cash or by certified or official bank check payable to the order of the Company or by wire transfer of funds to an account designated by the Company for such purpose. Payment by Cashless Exercise shall be made by the surrender of a Warrant or Warrants represented by one or more Warrant Certificates and without payment of the Exercise Price in cash, in exchange for the issuance of such number of shares of Common Stock equal to the product of (1) the number of shares of Common Stock for which such Warrant would otherwise then be nominally exercised if payment of the Exercise Price were being made in cash and (2) the Cashless Exercise Ratio.

As provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the Warrants shall be exercisable at any time from and after they have been released from escrow under the terms of the Warrant Agreement; provided, however, that no Warrant shall be exercisable after the Expiration Date.

Unless the escrowed Warrants have already been released from the escrow and returned to the Company for cancellation pursuant to Section 4.2(c)(ii) or 4.3(b) of the Warrant Agreement at the time of the consummation of any Combination, in the event the Company enters into a Combination involving an exchange of securities and/or property, upon consummation of the Combination, the escrowed Warrants of the Holder hereof will be released from the escrow, and such Holder will receive new warrants of the Successor Company in exchange for its released Warrants with substantially similar terms to the Warrants, and such new warrants will be immediately exercisable for such number of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrants been exercised immediately prior to such event. In the event the Company enters into a Combination where the consideration to holders of Common Stock in exchange for their shares is payable partly or solely in cash, upon consummation of the Combination (a) with respect to the cash portion of the consideration, the Holder hereof will be entitled to receive cash distributions on an equal (but pro rata) basis with the holders of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such event, less the Exercise Price and (b) with respect to the

non-cash portion of the consideration, the Holder hereof will receive a pro rata amount of new warrants of the Successor Company in exchange for such pro rata portion of its Warrants, which will be released from the escrow account as a result of such Combination, with substantially similar terms to the Warrants, and such new warrants will be immediately exercisable for a pro rata portion of such number of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrants been exercised immediately prior to such event. In the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price.

The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 2.4 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares.

Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate in respect of the shares of Common Stock as to which the Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. No fractional Warrant Shares will be issued upon the exercise of the Warrants, but the Company shall pay an amount in cash equal to the Current Market Value for one Warrant Share on the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole cent.

The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company. All shares of Common Stock issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable.

The holder in whose name the Warrant Certificate is registered may be deemed and treated by the Company and the Warrant Agent as the absolute owner of the Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary.

This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent.

	DDI CORP.
	By
[SEAL]
Attest:
	Secretary
DATED:
Countersigned:
MELLON INVESTOR SERVICES LLC
as Warrant Agent
by
	Authorized Signatory

EXHIBIT B

TO

SECURED LENDER WARRANT AGREEMENT

FORM OF ELECTION TO PURCHASE WARRANT SHARES

(to be executed only upon exercise of Warrants)

The undersigned hereby irrevocably elects to exercise              Warrants at an exercise price per Warrant (subject to adjustment) of $.01 to acquire an equal number of shares of Common Stock of DDi Corp., on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to the Warrant Agent, and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto.

Date:                     ,     

(Signature of Owner)*

(Street Address)

(City)    (State)    (Zip Code)

Signature Guaranteed by:

Securities and/or check to be issued to:

* The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a national bank or trust company or by a member firm of any national securities exchange.

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

EXHIBIT C

TO

SECURED LENDER WARRANT AGREEMENT

FORM OF ASSIGNMENT

(To be signed only upon transfer of Warrant)

For value received, the undersigned hereby sells, assigns and transfers unto                      the right represented by the within Warrant to purchase              of Common Stock of DDi Corp. to which the within Warrant relates, and appoints                      Attorney to transfer such right on the books of DDi Corp. with full power of substitution in the premises.

Alternative 1: The undersigned is not currently an affiliate of the Company or an underwriter engaged in the distribution of such Warrant as those terms are defined in the rules of the Securities and Exchange Commission.

Or

Alternative 2: If the undersigned is an affiliate or an underwriter, (a) the undersigned has sold the securities represented by the within Warrant pursuant to a registration statement filed and made effective in accordance with the Securities Act and in a manner described under the caption “Plan of Distribution” in the prospectus included in such registration statement and that such sale complies with all applicable securities laws applicable to the undersigned, including without limitation, the prospectus delivery requirements, or (b), only in the case of an affiliate, has transferred such securities pursuant to an exemption from registration under the Securities Act and provided reasonable evidence of such exemption.

The Warrant being transferred hereby is one of the Warrants issued by DDi Corp. as of December     , 2003 to purchase an aggregate of              shares of Common Stock.

Date:                     ,     

(Signature of Owner)*

* The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a national bank or trust company or by a member firm of any national securities exchange.

(Street Address)

(City)    (State)    (Zip Code)

Signature Guaranteed by:

Securities to be issued to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

EXHIBIT D

TO

SECURED LENDER WARRANT AGREEMENT

MELLON INVESTOR SERVICES LLC

Schedule of Fees

As Warrant Agent for

Secured Lender Warrants &

Senior Discount Warrants

Set-Up Fee	Included
Annual Administration Fee for combined warrant issues	$2,500.00
Examining & Transferring Warrants (per warrant certificate)	$75.00
Exercise of Warrants, each	$100.00
Special Services
* Programming fees	$250 per hour
* Internal Attorney Review of Agreement (if there	$1,000.00
are any variations on the standard language)
*Changes to shareholder file
including transfer journal updates	$50.00/account
* Additional Special Services	By Appraisal
* Media & Drafting Services	$175 per hour

(1) Out of Pocket Expenses

Additional

Including Postage, Printing, Stationery,

Overtime, Transportation, Microfilming, Imprinting, etc.

ANNEX A

TO

SECURED LENDER WARRANT AGREEMENT

List of Initial Lenders and Warrant Shares Distribution

	Total Outstanding		% of Total Outstanding		Warrant Shares	% of Warrant Shares
JPMorgan Chase Bank	$	6,392,896.04	8.77	%	267,625.0	8.77	%
Crescent/Mach I Partners, L.P.		1,492,174.23	2.05	%	62,466.7	2.05	%
KZH Crescent-2 LLC		1,989,565.64	2.73	%	83,288.9	2.73	%
KZH Crescent-3 LLC		1,492,174.23	2.05	%	62,466.7	2.05	%
TCW Select Loan Fund, Limited		3,153,468.21	4.33	%	132,013.2	4.33	%
Castle Hill I-Ingots, Ltd.		6,631,885.45	9.10	%	277,629.8	9.10	%
Sankaty High Yield Partners II, L.P.		1,432,289.53	1.96	%	59,959.8	1.96	%
Jana Master Fund, LTD		6,963,479.80	9.55	%	291,511.3	9.55	%
Morgan Stanley Prime Income Trust		4,642,319.86	6.37	%	194,340.9	6.37	%
Grayston CLO 2001-01 Ltd.		3,882,422.21	5.33	%	162,529.4	5.33	%
KZH CypressTree-1 LLC		3,398,841.33	4.66	%	142,285.3	4.66	%
Spring Street Partners - II, L.P.		3,380,914.98	4.64	%	141,534.8	4.64	%
Van Kampen Senior Loan Fund		2,984,348.47	4.09	%	124,933.4	4.09	%
Deutsche Bank Trust Company Americas		2,535,686.24	3.48	%	106,151.1	3.48	%
CypressTree Investment Partners I		2,155,362.80	2.96	%	90,229.7	2.96	%
CypressTree Investment Partners II		331,594.30	0.45	%	13,881.5	0.45	%
IBM Credit LLC		2,391,990.20	3.28	%	100,135.6	3.28	%
Dresdner Bank AG		2,253,943.32	3.09	%	94,356.5	3.09	%
Citizens Financial Corporation		2,253,943.32	3.09	%	94,356.5	3.09	%
Smoky River CDO, L.P.		2,238,261.36	3.07	%	93,700.1	3.07	%
Bank of Nova Scotia		1,690,457.49	2.32	%	70,767.4	2.32	%
Pilgrim CLO 1999-1 Ltd.		1,661,293.93	2.28	%	69,546.5	2.28	%
Pilgrim America High Income Investments Ltd.		1,492,174.23	2.05	%	62,466.7	2.05	%
JPMorgan Chase Bank		1,286,292.21	1.76	%	53,847.9	1.76	%
Massachusetts Mutual Life Insurance Company		746,087.12	1.02	%	31,233.4	1.02	%
Somers CDO Ltd.		497,391.42	0.68	%	20,822.2	0.68	%
Bank Austria Creditanstalt Corp. Finance		1,126,971.67	1.55	%	47,178.3	1.55	%
Brant Point II CBO 2000-1 Ltd.		557,276.09	0.76	%	23,329.2	0.76	%
Harbour Town Funding Trust		552,657.14	0.76	%	23,135.8	0.76	%
MassMutual High Yield Partners II, LLC		746,087.12	1.02	%	31,233.4	1.02	%
Indosuez Capital Funding IIA, Ltd.		407,847.67	0.56	%	17,073.7	0.56	%
SunAmerica Senior Floating Rate Fund Inc.		82,898.56	0.11	%	3,470.4	0.11	%
GSC Partners Gemini Fund Limited		47,920.00	0.07	%	2,006.1	0.07	%
Total	$	72,892,916.17	100.00	%	3,051,507.0	100.00	%

ANNEX B

TO

SECURED LENDER WARRANT AGREEMENT

Release Certificate

[Use the following paragraph in the event of an Earn-In Release]

As an authorized representative of the Lenders and the holders of $                     aggregate principal amount of Commitments under the Amended and Restated Credit Agreement, dated as of December     , 2003 (the “Credit Agreement”), among Dynamic Details, Incorporated, DDi Capital Corp., the Lenders from time to time parties thereto and JPMorgan Chase Bank, as Administrative Agent thereunder (in such capacity, the “Administrative Agent”), the undersigned hereby certifies that, as of the Earn-In Date, each Lender listed on the attached Schedule I was the holder of Commitments under the Credit Agreement in the principal amount set forth beside such Lender’s name.

Upon receipt of this duly completed Release Certificate, the Warrant Escrow Agent is hereby instructed to release to each Lender the number of Warrants set forth beside such Lender’s name on the attached Schedule I, as provided under Section 4.2 of the Warrant Agreement between DDi Corp. and Mellon Investor Services LLC, dated as of December     , 2003.

	JPMORGAN CHASE BANK,
	as Administrative Agent
Date:
	CONSENTED TO AND AGREED BY:
	DDI CORP.
	By:

[Attach Schedule I, which shall include a complete list of Lender names, the aggregate principal amount of Commitments outstanding under the Credit Agreement as of the Earn-In Date, the principal amount of Commitments of each Lender as of the Earn-In Date, the percentage and the corresponding total number of Warrants to be released from escrow, and the percentage of the total number of Warrants to be released to each Lender.]

[Use the following paragraph in the event that the Commitments under the Credit Agreement have been permanently reduced by at least 50% as of the Earn-In Date.]

As the authorized representative of DDI Corp., I hereby certify that, as of the Earn-In Date (as defined in the Warrant Agreement), the borrowers under the Credit Agreement (referred to below) have permanently reduced the Commitments under the Credit Agreement by at least fifty percent (50%) of the aggregate amount of such Commitments outstanding on the Closing Date and any outstanding loans in excess of such reduced Commitments plus all accrued and unpaid interest and all accrued and unpaid Success Fees with respect thereto have been repaid in full, and such Commitments are not subject to reborrowing. The undersigned therefore requests that Mellon Investor Services LLC, as Warrant Escrow Agent, release fifty percent (50%) of the unearned Warrants for the Common Stock of DDi Corp. in escrow as of the date hereof, and deliver such Warrants to Mellon Investor Services LLC (the “Warrant Agent”) for cancellation.

[Use the following paragraph in the event that all outstanding loans have been repaid and all Commitments under the Credit Agreement have been terminated as of the Earn-In Date.]

As the authorized representative of DDi Corp., I hereby certify that, as of the Earn-In Date (as defined in the Warrant Agreement), the borrowers under the Credit Agreement (referred to below) have repaid in full all outstanding loans and other extensions of credit under the Commitments under the Credit Agreement plus all accrued and unpaid interest and all accrued and unpaid Success Fees under the Credit Agreement, and such Commitments have been terminated and are not subject to reborrowing. The undersigned therefore requests that Mellon Investor Services LLC, as Warrant Escrow Agent, release all of the unearned Warrants for the Common Stock of DDi Corp. in escrow as of the date hereof, and deliver such Warrants to Mellon Investor Services LLC (the “Warrant Agent”) for cancellation.

	DDI CORP.
Date:	By:
	CONSENTED TO AND AGREED BY:
	JPMORGAN CHASE BANK,
	as Administrative Agent
	By:

[Use the following paragraph, modified as appropriate.]

As the authorized representative of JPMorgan Chase Bank, which serves as the Administrative Agent under the terms of the Second Amended and Restated Credit Agreement, dated as of December     , 2003 (the “Credit Agreement”), among Dynamic Details, Incorporated, DDi Capital Corp., the Lenders from time to time parties thereto and JPMorgan Chase Bank, as Administrative Agent thereunder (in such capacity, the “Administrative Agent”), the undersigned hereby certifies that, as of the Earn-In Date, [the borrowers under the Credit Agreement] have [permanently reduced at least fifty percent (50%) of the aggregate amount, including principal, accrued interest and fees thereon, of the Commitments and indebtedness incurred under the terms of the Credit Agreement, and DDi Corp. is therefore entitled to the release of fifty percent (50%)] [repaid the entire amount, including principal, all accrued interest and fees thereon, of the Commitments and indebtedness incurred under the terms of the Credit Agreement and has repaid in full all accrued Success Fees, and DDi Corp. is therefore entitled to the release of all] of the unearned Warrants for the Common Stock of DDi Corp. from escrow.

	JPMORGAN CHASE BANK,
	as Administrative Agent
Date:	By:
	CONSENTED TO AND AGREED BY:
	DDI CORP.
	By:

EX-10.5

EX-10.5

SECURED LENDER WARRANT ESCROW AGREEMENT

THIS SECURED LENDER WARRANT ESCROW AGREEMENT (this “Agreement”), is dated as of December 12, 2003, by and among DDi CORP., a Delaware corporation (the “Company”), Mellon Investor Services LLC, a New Jersey limited liability company, as escrow agent (the “Escrow Agent”) and JPMorgan Chase Bank, as Administrative Agent under the Credit Agreement (as defined below) (in such capacity, the “Credit Agreement Agent”). The Company and the Credit Agreement Agent are sometimes referred to herein as the “Interested Parties”.

WHEREAS, it is a condition to the obligations of the lenders (each a “Lender” and collectively, the “Lenders”) under the Amended and Restated Credit Agreement, dated as of 12, 2003 (the “Credit Agreement”), among Dynamic Details, Incorporated, Dynamic Details, Incorporated, Silicon Valley, DDi Capital Corp., the Lenders from time to time parties thereto and the Credit Agreement Agent, and the Restructuring Support Agreement, dated as of August 1, 2003, as amended on August 7, 2003 and August 19, 2003, among the Company, DDi Intermediate Holdings Corp., DDi Capital Corp., Dynamic Details, Incorporated, Dynamic Details, Incorporated, Silicon Valley and their respective subsidiaries and affiliates, the Credit Agreement Agent and the Consenting Lenders (as defined therein), and it is a condition to the effectiveness of the Debtors’ First Amended Joint Plan of Reorganization, dated as of August 30, 2003 (the “Plan”), as confirmed by Order of the United States Bankruptcy Court for the Southern District of New York entered December 2, 2003 that the Company, among other things, issue warrants (the “Warrants”) to the Lenders, representing the right to purchase up to an aggregate of 3,401,360 shares of its common stock, $0.001 par value per share (the “Common Stock”), which Warrants will be deposited on the effective date of the Plan (the “Effective Date”) with the Escrow Agent hereunder and released and delivered to the Lenders on the first business day after the twenty-four (24) month anniversary of the Effective Date (the “Release Date”) upon the terms and conditions set forth herein; and

WHEREAS, the Interested Parties wish to engage the Escrow Agent to act, and the Escrow Agent is willing to act, as escrow agent hereunder and, in that capacity, to hold, administer and distribute the Warrants deposited in escrow hereunder in accordance with, and subject to, the terms of this Agreement.

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Secured Lender Warrant Agreement

NOW THEREFORE, for valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Escrow Agreement; Deposit of the Warrant.

(a) Appointment of and Acceptance by Escrow Agent. The Interested Parties hereby appoint the Escrow Agent to serve as escrow agent hereunder. The Escrow Agent hereby accepts such appointment and, upon receipt of the Warrants in accordance with section l(b) below, agrees to hold and release such Warrants in accordance with the terms this Agreement.

(b) Deposit of Warrant. On the Effective Date, the Company shall deposit the Warrants with the Escrow Agent (such Warrants while held by the Escrow Agent pursuant to this Agreement, the “Escrow Property”). The Escrow Agent hereby agrees that, upon receipt thereof, such Escrow Property shall be released from escrow hereunder only in conformity with, and upon the terms and conditions set forth in this Agreement.

SECTION 2. Release of the Escrow Property from Escrow. On the Release Date, the Escrow Agent shall release all or any portion of the Escrow Property in accordance with the instructions set forth in a certificate substantially in the form of Exhibit A hereto (the “Release Certificate”) which shall be jointly executed by the Interested Parties. The number of Warrants to be released shall be the number of Warrants calculated under the terms of Sections 4.2 or 4.3 of the Secured Lender Warrant Agreement dated as of the date hereof by and among the Company, Mellon Investor Services LLC, as Warrant Agent and the other parties thereto. The Release Certificate shall provide in reasonable detail instructions as to the delivery of the Escrow Property and the name(s) of the parties who will be receiving the Escrow Property. To the extent that certificates representing all or any portion of the Warrants are to be registered in names and/or denominations other than those set forth on the certificates constituting the Escrow Property, the Release Certificate shall provide such information and instructions. If necessary, the Escrow Agent shall present such certificates and information to the Company for registration of transfer, assignment or exchange and shall deliver such Warrants and any replacement Warrant(s) in accordance with the terms of the Release Certificate.

SECTION 3. Compensation and Reimbursement of Escrow Agent. The Company shall pay to the Escrow Agent compensation in accordance with the fee schedule attached hereto as Exhibit B for its engagement hereunder on or before the date hereof and to reimburse the Escrow Agent for all reasonable out-of-pocket costs and expenses, including the reasonable compensation and expenses of one counsel to the Escrow Agent incurred in the preparation, administration, delivery, execution and amendment of this Agreement and the performance of its duties under this Agreement, the escrow created hereby, and the performance or observance of duties hereunder.

SECTION 4. Responsibilities of the Escrow Agent. The Escrow Agent shall be obligated to perform only such duties as are expressly set forth in this Agreement. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement of the Company or the Lenders beyond the specific terms hereof.

(a) Except as otherwise provided in section 5 below, the Escrow Agent shall not be liable hereunder except for its own gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) and the Interested Parties shall jointly and severally agree to indemnify and hold the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants and experts for and hold it harmless as to any and all losses, liabilities or expenses, including judgments, damages, fines, penalties, claims, demands, settlements, costs and agents’ and attorneys’ fees and expenses for anything done or omitted by the Escrow Agent arising out of or in connection with this Agreement except as a result of its gross negligence, bad faith or willful

2

misconduct (each as finally determined by the court of competent jurisdiction).. The Escrow Agent shall notify the Interested Parties promptly of any claim for which it may seek indemnity. The Interested Parties’ obligations pursuant to this Section 4(a) shall survive the termination of this Agreement. The costs and expenses incurred by the Escrow Agent in enforcing the right to indemnification shall be jointly and severally paid by the Interested Parties unless it is determined by a final order, judgment, decree or ruling of a court of competent jurisdiction that the Escrow Agent is not entitled to indemnification due to its own gross negligence, bad faith or willful misconduct. In no event shall the Escrow Agent be liable (i) for acting in good faith, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction), in accordance with instructions from the Company and/or the Credit Agreement Agent in accordance with the terms hereof, (ii) for the acts or omissions of its nominees, correspondents, designees, sub-holders or sub-custodians that do not constitute gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction), (iii) for incidental, indirect, special, punitive or consequential losses or damages, or (iv) for any amount in excess of the fees paid by the Company to the Escrow Agent.

(b) The Escrow Agent shall (in the absence of gross negligence, bad faith or willful misconduct; each as finally determined by a court of competent jurisdiction) be entitled to rely upon any order, judgment, certification, instruction, notice, opinion or other writing delivered to it in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof or such court’s jurisdiction in the matter. The Escrow Agent may (in the absence of gross negligence, bad faith or willful misconduct; each as finally determined by a court of competent jurisdiction) act in reliance upon any instrument comporting with the provisions of this Agreement or signature believed by it to be genuine and assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to inquire into or investigate the validity, accuracy or content of any such instrument or signature.

The Escrow Agent may at any time request in writing written instructions from the Interested Parties and may at its option include in such request the course of action it proposes to take, and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder. In the absence of gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction), the Escrow Agent shall not be liable for acting without the consent of the Interested Parties in accordance with such a proposal and the terms of this Agreement on or after the date specified therein, provided that the specified date shall be at least five (5) business days after the Interested Parties receive the Escrow Agent’s request for instructions and its proposed course of action, and provided further that, prior to so acting, the Escrow Agent has not received the written instructions requested or other written instructions signed by the Interested Parties not inconsistent with the terms of this Agreement. The Interested Parties and the Escrow Agent shall send copies of all such written correspondence received or sent by such party to the other parties hereto.

(c) The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Property, any account in which Escrow Property

3

is deposited or this Agreement, or to prosecute or defend any such legal action or proceeding brought by persons not a party to this Agreement. The Escrow Agent may act in accordance with the written advice of counsel chosen by it with respect to any matter relating to this Agreement and shall not be liable and shall be fully indemnified for any liability whatsoever for any action taken or omitted to be taken in accordance with such written advice. The Interested Parties shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

(d) The Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow agent only and has only possession thereof.

(e) The Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any security or other document or instrument held by or delivered to it by the Company, the Credit Agreement Agent or the Lenders.

(f) The Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder.

(g) The Escrow Agent may consult and obtain advice from counsel (who may be counsel to a party hereto or an employee of the Escrow Agent) and shall be full protected in taking, suffering or omitting to take any action in reliance on said advice.

(h) The Escrow Agent shall not be required to invest any amounts held as part of the Escrow Property.

(i) The Escrow Agent shall have no duties, responsibilities or obligations as the Escrow Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Escrow Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. Without limiting the foregoing, the Escrow Agent shall not be subject to, nor be required to comply with, the Credit Agreement or any other agreement between or among the parties hereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.

(j) The Escrow Agent may execute or perform any duty, responsibility or obligation hereunder either directly or through agents, attorneys, accountants or other experts.

(k) The Escrow Agent may engage or be interested in any financial or other transaction with any party hereto or affiliate thereof, and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such party or affiliate, as freely as if it were not the Escrow Agent hereunder.

(l) The Escrow Agent shall not be obligated to expand or risk its own funds or to take any action which it believes would expose it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it.

4

(m) The Escrow Agent shall not take instructions or directions except those given in accordance with this Agreement.

(n) The Escrow Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Escrow Agent (including without limitation any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication).

(o) This Section 4 shall survive termination of this Agreement and the resignation or substitution of the Escrow Agent.

SECTION 5. No Reimbursement or Indemnification Under Certain Circumstances. Notwithstanding anything herein to the contrary, any costs and expenses (including, but not limited to attorneys’ fees) incurred as a result of any legal action, proceeding or dispute between any or all of the parties hereunder shall be born by the party adjudged liable or responsible in connection therewith.

SECTION 6. Resignation and Removal of Escrow Agent. The Escrow Agent may resign at any time by giving at least thirty (30) days written notice to the Interested Parties. Such resignation shall take effect upon the appointment of a successor escrow agent as provided below. During such 30-day period, the Company shall appoint a successor escrow agent that is reasonably acceptable to the Credit Agreement Agent at which time the Escrow Agent shall hold such property or funds, pending distribution, until all fees, costs and expenses or other obligations owed to the Escrow Agent are paid. If a successor escrow agent has not been appointed or has not accepted such appointment by the end of the 30-day period, the Escrow Agent shall apply to a court of competent jurisdiction for the appointment of a successor escrow agent, or for other appropriate relief.

(b) The Company may remove the Escrow Agent upon thirty (30) days written notice to the Escrow Agent and the Credit Agreement Agent. Such removal shall take effect upon delivery of the Escrow Property to a successor escrow agent designated in writing by the Company that is reasonably acceptable to the Credit Agreement Agent, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement and shall have no further duties or responsibilities in connection herewith. The Escrow Agent shall deliver the Escrow Property without unreasonable delay after receiving notice from the Company of its designation of a successor escrow agent and upon receipt of all fees and reimbursement for all reasonable costs and other expenses or other obligations owed to the Escrow Agent.

(c) If after forty-five (45) days from the date of delivery of its written notice of intent to resign or of the Company’s notice of removal the Escrow Agent has not received a written designation of a successor escrow agent, the Escrow Agent’s sole responsibility shall be to retain custody of the Escrow Property, or to apply to a court of competent jurisdiction for appointment of a successor escrow agent and after such appointment to have no further duties or responsibilities in connection herewith.

5

(d) Upon the appointment of a successor escrow agent and the acceptance of such appointment, such successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent’s resignation or removal, the provisions of this Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement.

SECTION 7. Dispute Resolution. Except as provided in section 2, which provision shall be unaffected by this section 7, it is understood and agreed that, should any dispute arise with respect to the delivery, ownership, right of possession, and/or disposition of the Escrow Property, or should any claim be made upon the Escrow Agent or the Escrow Property by any party hereunder or any third party, the Escrow Agent upon receipt of notice of such dispute or claim is authorized and shall retain in its possession without liability to anyone, all or any of said Escrow Property until such dispute shall have been settled either by the mutual written agreement of the parties involved, by a final order, decree or judgment of a court of competent jurisdiction in New York, New York, the time for perfection of an appeal of such order, decree or judgment having expired. The Escrow Agent may, but shall be under no duty whatsoever to, institute or defend any legal proceedings which relate to the Escrow Property.

SECTION 8. Waiver of Jury Trial. THE ESCROW AGENT AND THE INTERESTED PARTIES HEREBY WAIVE A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN THE ESCROW AGENT AND THE INTERESTED PARTIES OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF ITS PROVISIONS OR ANY NEGOTIATIONS IN CONNECTION HEREWITH.

SECTION 9. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

SECTION 10. Persons Benefiting. Nothing in this Agreement is intended or shall be construed to confer upon any Person other than the Interested Parties, the Escrow Agent and the Lenders any legal or equitable right, remedy or claim under or by reason of this Agreement or any part hereof, and this Agreement shall be for the sole and exclusive benefit of the Interested Parties, the Escrow Agent and the Lenders and their successors and permitted assigns.

SECTION 11. Amendment and Waiver. This Agreement may be amended by the parties hereto for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or making any other provisions with respect to matters or questions arising under this Agreement as the parties hereto may deem necessary or desirable.

SECTION 12. Headings. The headings contained in this Agreement are for convenience of reference only and shall have no effect on the interpretation or operation thereof.

6

SECTION 13. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows:

(a) if to the Escrow Agent:

Mellon Investor Services LLC

400 S. Hope Street, 4th Floor

Los Angeles, CA 90071

Attn: Relationship Manager

with a copy to:

Mellon Investor Services LLC

85 Challenger Road

Ridgefield Park, New Jersey 07660

Attn: General Counsel

(b) if to the Company:

DDi Corp.

1220 North Simon Circle

Anaheim, CA 92806

Attn: Timothy J. Donnelly

with a copy to:

Kirkland & Ellis LLP

777 South Figueroa Street

Los Angeles, CA 90017

Attention: Eva H. Davis

(c) if to the Credit Agreement Agent:

JPMorgan Chase Bank

270 Park Avenue, 20^th Floor

New York, NY 10017

Attn: Jonathan Katz

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Kathrine A. McLendon

The Company, the Escrow Agent or the Credit Agreement Agent by notice to the other may designate additional or different addresses for subsequent notices or communications.

7

Any notice or communication mailed to a Lender shall be mailed to the Lender at the Lender’s address as it appears on the Certificate Register and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Lender or any defect in it shall not affect its sufficiency with respect to other Lenders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

SECTION 14. Business Days. In any case where the Release Date or any date on which a Lender has a right to exercise Warrants shall not be a business day, then (notwithstanding any other provision of this Agreement), such action may be made or taken on the next succeeding business day with the same force and effect as if made or taken on the Release Date.

SECTION 15. Severability. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid, illegal or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect in that jurisdiction only such clause or provision, or part thereof, and shall not in any manner affect such clause or provision in any other jurisdiction or any other clause or provision of this Agreement in any jurisdiction.

SECTION 16. Entire Agreement. This Agreement shall constitute the entire agreement of the parties with respect to the subject matter herein and supersedes all prior oral or written agreements in regard thereto.

SECTION 17. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

SECTION 18. Successors. All agreements of the Company in this Agreement shall bind its successors. All agreements of the Escrow Agent in this Agreement shall bind its successors.

SECTION 19. Table of Contents. The table of contents and headings of the sections of this Agreement have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 20. Termination. This Agreement shall terminate automatically following (i) disbursement of all Escrow Property or (ii) by agreement of the parties hereto (in accordance with the terms hereof); provided, however, that the obligations of the Company under section 3 and the Interested Parties under section 4(b) (and any existing claims thereunder) shall survive termination of this Agreement and the resignation or removal of the Escrow Agent; provided, further, that until such disbursement, the Interested Parties will cause this Agreement (or any permitted successor agreement) to remain in effect and will cause there to be an escrow agent (including any permitted successor thereto) acting hereunder (or under any such permitted successor agreement).

*    *    *    *    *

8

IN WITNESS WHEREOF, the parties have caused this Secured Lender Warrant Escrow Agreement to be executed by duly authorized representatives as of the day and year first written above.

DDI CORP.
By:	/s/    Timothy Donnelly
	Name: Timothy Donnelly
	Title: Vice President

[SIGNATURE PAGE TO SECURED LENDER WARRANT ESCROW AGREEMENT]

MELLON INVESTOR SERVICES LLC, AS Escrow Agent
By:	/s/    Martha Mijango
	Name: Martha Mijango
	Title: Assistant Vice President

[SIGNATURE PAGE TO SECURED LENDER WARRANT ESCROW AGREEMENT]

JPMORGAN CHASE BANK, as Credit Agreement Agent
By:	/s/    Michael Lancia
	Name: Michael Lancia
	Title: Vice President

[SIGNATURE PAGE TO SECURED LENDER WARRANT ESCROW AGREEMENT]

Exhibit A

Release Certificate

[Use the following paragraph in the event of an Earn-In Release]

As an authorized representative of the Lenders and the holders of $                 aggregate principal amount of Commitments under the Amended and Restated Credit Agreement, dated as of                  , 2003 (the “Credit Agreement”), among Dynamic Details, Incorporated, DDi Capital Corp., the Lenders from time to time parties thereto and JPMorgan Chase Bank, as Administrative Agent thereunder (in such capacity, the “Administrative Agent”), the undersigned hereby certifies that, as of the Earn-In Date, each Lender listed on the attached Schedule I was the holder of Commitments under the Credit Agreement in the principal amount set forth beside such Lender’s name.

Upon receipt of this duly completed Release Certificate, the Warrant Escrow Agent is hereby instructed to release to each Lender the number of Warrants set forth beside such Lender’s name on the attached Schedule I, as provided under Section 4.2 of the Warrant Agreement between DDi Corp. and Mellon Investor Services LLC, dated as of [            ], 2003.

		JPMORGAN CHASE BANK,
		as Administrative Agent
Date:
	CONSENTED TO AND AGREED BY:
	DDI CORP.
	By:

[Attach Schedule I, which shall include a complete list of Lender names, the aggregate principal amount of Commitments outstanding under the Credit Agreement as of the Earn-In Date, the principal amount of Commitments of each Lender as of the Earn-In Date, the percentage and the corresponding total number of Warrants to be released from escrow, and the percentage of the total number of Warrants to be released to each Lender.]

[Use the following paragraph in the event that the Commitments under the Credit Agreement have been permanently reduced by at least 50% as of the Earn-In Date.]

As the authorized representative of DDI Corp., I hereby certify that, as of the Earn-In Date (as defined in the Warrant Agreement), the borrowers under the Credit Agreement (referred to below) have permanently reduced the Commitments under the Credit Agreement by at least fifty percent (50%) of the aggregate amount of such Commitments outstanding on the Closing Date and any outstanding loans in excess of such reduced Commitments plus all accrued and unpaid interest and all accrued and unpaid Success Fees with respect thereto have been repaid in full, and such Commitments are not subject to reborrowing. The undersigned therefore requests that [            ], as Warrant Escrow Agent, release fifty percent (50%) of the unearned Warrants for the Common Stock of DDi Corp. in escrow as of the date hereof, and deliver such Warrants to Mellon Investor Services LLC (the “Warrant Agent”) for cancellation.

[Use the following paragraph in the event that all outstanding loans have been repaid and all Commitments under the Credit Agreement have been terminated as of the Earn-In Date.]

As the authorized representative of DDi Corp., I hereby certify that, as of the Earn-In Date (as defined in the Warrant Agreement), the borrowers under the Credit Agreement (referred to below) have repaid in full all outstanding loans and other extensions of credit under the Commitments under the Credit Agreement plus all accrued and unpaid interest and all accrued and unpaid Success Fees under the Credit Agreement, and such Commitments have been terminated and are not subject to reborrowing. The undersigned therefore requests that Mellon Investor Services LLC, as Warrant Escrow Agent, release all of the unearned Warrants for the Common Stock of DDi Corp. in escrow as of the date hereof, and deliver such Warrants to Mellon Investor Services LLC (the “Warrant Agent”) for cancellation.

	DDI CORP.
Date:	By:
		CONSENTED TO AND AGREED BY:
		JPMORGAN CHASE BANK,
		as Administrative Agent
	By:

[Use the following paragraph, modified as appropriate.]

As the authorized representative of JPMorgan Chase Bank, which serves as the Administrative Agent under the terms of the Second Amended and Restated Credit Agreement, dated as of                  , 2003 (the “Credit Agreement”), among Dynamic Details, Incorporated, DDi Capital Corp., the Lenders from time to time parties thereto and JPMorgan Chase Bank, as Administrative Agent thereunder (in such capacity, the “Administrative Agent”), the undersigned hereby certifies that, as of the Earn-In Date, [the borrowers under the Credit Agreement] have [permanently reduced at least fifty percent (50%) of the aggregate amount, including principal, accrued interest and fees thereon, of the Commitments and indebtedness incurred under the terms of the Credit Agreement, and DDi Corp. is therefore entitled to the release of fifty percent (50%)] [repaid the entire amount, including principal, all accrued interest and fees thereon, of the Commitments and indebtedness incurred under the terms of the Credit Agreement and has repaid in full all accrued Success Fees, and DDi Corp. is therefore entitled to the release of all of the unearned Warrants for the Common Stock of DDi Corp. from escrow.

		JPMORGAN CHASE BANK,
		as Administrative Agent
Date:	By:
		CONSENTED TO AND AGREED BY:
		DDI CORP.
		By:

Exhibit B

MELLON INVESTORS SERVICES LLC

Schedule of Fees

As Escrow Agent

Annual Fee	$1,500.00
Includes:

Set-Up of escrow account

Processing of Escrow Issuances

EX-10.6

EX- 10.6

DDi CAPITAL CORP.,

as Issuer

and

WILMINGTON TRUST COMPANY,

as Trustee

Indenture

Dated as of December 12, 2003

16% Senior Accreting Notes due 2009

Reconciliation and tie between Trust Indenture Act

of 1939 and Indenture, dated as of December 12, 2003¹

Trust Indenture Act Section	Indenture Section
§ 310(a)(1)	608
(a)(2)	608
(b)	609
§ 312(a)	701
(c)	702
§ 313(a)	703
(c)	703
§ 314(a)(4)	1007(a)
(c)(1)	102
(c)(2)	102
(e)	102
§ 315(a)	601(a)
(b)	602
(c)	601(b)
(d)	601(c), 603
§ 316(a)(last sentence)	101
(a)(1)(A)	502,512
(a)(1)(B)	513
(b)	508
(c)	104(d)
§ 317(a)(1)	503
(a)(2)	504
(b)	1003
§ 318(a)	111

¹  Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS

ARTICLE ONE. DEFINITIONS and OTHER PROVISIONS of GENERAL APPLICATION	2
SECTION 101. Definitions	2
SECTION 102. Compliance Certificates and Opinions	20
SECTION 103. Form of Documents Delivered to Trustee	21
SECTION 104. Acts of Holders	22
SECTION 105. Notices, Etc., to Trustee and Holdings	23
SECTION 106. Notice to Holders; Waiver	23
SECTION 107. Effect of Headings and Table of Contents	24
SECTION 108. Successors and Assigns	24
SECTION 109. Separability Clause	24
SECTION 110. Benefits of Indenture	24
SECTION 111. Governing Law	24
SECTION 112. Legal Holidays	25
SECTION 113. No Personal Liability of Directors, Officers, Employees, Stockholders or Incorporators	25
SECTION 114. Counterparts	25
SECTION 115. Communications by Holders with Other Holders	25
SECTION 116. New Parent Preferred Stock	25
ARTICLE TWO. NOTE FORMS	26
SECTION 201. Forms Generally	26
SECTION 202. Registration; Restrictive Legends	27
SECTION 203. Form of Senior Note	28
SECTION 204. Form of Trustee’s Certificate of Authentication	39
ARTICLE THREE. THE SENIOR NOTES	40
SECTION 301. Title and Terms	40
SECTION 302. Denominations	41
SECTION 303. Execution, Authentication, Delivery and Dating	41
SECTION 304. Temporary Discount Notes	42
SECTION 305. Registration, Registration of Transfer and Exchange	43
SECTION 306. Book-Entry Provisions for Global Senior Notes	44
SECTION 307. Special Transfer Provisions.	45
SECTION 308. Mutilated, Destroyed, Lost and Stolen Discount Notes	46
SECTION 309. Payment of Cash Interest; Interest Rights Preserved	47
SECTION 310. Persons Deemed Owners	48
SECTION 311. Cancellation	48
SECTION 312. Computation of Interest	48
SECTION 313. CUSIP Numbers.	48
ARTICLE FOUR. SATISFACTION AND DISCHARGE	49
SECTION 401. Satisfaction and Discharge of Indenture	49
SECTION 402. Application of Trust Money	50
ARTICLE FIVE. REMEDIES	49
SECTION 501. Events of Default	50
SECTION 502. Acceleration of Maturity; Rescission and Annulment	52
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee	53

i

SECTION 504. Trustee May File Proofs of Claim	53
SECTION 505. Trustee May Enforce Claims Without Possession of Discount Notes	54
SECTION 506. Application of Money Collected	54
SECTION 507. Limitation on Suits	54
SECTION 508. Unconditional Right of Holders to Receive Accreted Value and Interest	55
SECTION 509. Restoration of Rights and Remedies	55
SECTION 510. Rights and Remedies Cumulative	55
SECTION 511. Delay or Omission Not Waiver	55
SECTION 512. Control by Holders	56
SECTION 513. Waiver of Past Defaults	56
SECTION 514. Undertaking for Costs	57
ARTICLE SIX. THE TRUSTEE	57
SECTION 601. Certain Duties and Responsibilities	57
SECTION 602. Notice of Defaults	58
SECTION 603. Certain Rights of Trustee	58
SECTION 604. Trustee Not Responsible for Recitals or Issuance of Discount Notes	60
SECTION 605. May Hold Discount Notes	60
SECTION 606. Money Held in Trust	60
SECTION 607. Compensation and Reimbursement	60
SECTION 608. Corporate Trustee Required; Eligibility	61
SECTION 609. Resignation and Removal; Appointment of Successor	62
SECTION 610. Acceptance of Appointment by Successor	63
SECTION 611. Merger, Conversion, Consolidation or Succession to Business	63
SECTION 612. Trustee’s Application for Instructions from Holdings	64
ARTICLE SEVEN. HOLDERS LISTS AND REPORTS BY TRUSTEE AND HOLDINGS	64
SECTION 701. Holdings to Furnish Trustee Names and Addresses	64
SECTION 703. Reports by Trustee	64
ARTICLE EIGHT. MERGER, CONSOLIDATION, OR SALE OF ASSETS	65
SECTION 801. Holdings May Consolidate, Etc., Only on Certain Terms	65
SECTION 802. Successor Substituted	66
ARTICLE NINE. SUPPLEMENTS AND AMENDMENTS TO INDENTURE	66
SECTION 901. Supplemental Indentures Without Consent of Holders	66
SECTION 903. Execution of Supplemental Indentures	68
SECTION 904. Effect of Supplemental Indentures	68
ARTICLE TEN. COVENANTS	69
SECTION 1001. Payment of Accreted Value and Interest	69
SECTION 1002. Maintenance of Office or Agency	69
SECTION 1003. Money for Note Payments to Be Held in Trust	69
SECTION 1004. Corporate Existence	70
SECTION 1009. Limitation on Restricted Payments	71
SECTION 1010. Limitation on Indebtedness by Holdings	74
SECTION 1011. Limitation on Indebtedness by the Company	74
SECTION 1012. Limitation on Affiliate Transactions	77
SECTION 1010. Limitation on Restrictions on Distributions from Restricted Subsidiaries	77
SECTION 1011. Limitation on the Sale or Issuance of Preferred Stock of Restricted Subsidiaries	78

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SECTION 1012. Change of Control	78
SECTION 1013. Limitation on Sales of Assets and Subsidiary Stock	79
SECTION 1014. Reports	80
SECTION 1015. Limitation on Lines of Business	82
SECTION 1016. Statement by Officers as to Default	82
SECTION 1017. Stay, Extension and Usury Laws.	83
SECTION 1018. Limitation on Liens.	83
SECTION 1019. Insurance Matters.	84
SECTION 1020. Payments for Consent.	84
ARTICLE ELEVEN. REDEMPTION OF SENIOR NOTES	85
SECTION 1101. Optional Redemption	85
SECTION 1102. Applicability of Article	85
SECTION 1103. Election to Redeem; Notice to Trustee	85
SECTION 1104. Notice of Redemption	85
SECTION 1105. Deposit of Redemption Price	86
SECTION 1106. Senior Notes Payable on Redemption Date	86
ARTICLE TWELVE. LEGAL DEFEASANCE AND COVENANT DEFEASANCE	87
SECTION 1201. DDi Capital’s Option to Effect Legal Defeasance or Covenant Defeasance	87
SECTION 1202. Legal Defeasance and Discharge	87
SECTION 1203. Covenant Defeasance	87
SECTION 1204. Conditions to Legal Defeasance or Covenant Defeasance	88
SECTION 1205. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	89
SECTION 1206. Reinstatement	90

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INDENTURE, dated as of December 12, 2003, between DDi CAPITAL CORP. (f/k/a Details Capital Corp.), a California corporation (together with its permitted successors and any other permitted entity that assumes the obligations under the Senior Notes pursuant to this Indenture, “DDi Capital”), having its principal office at 1231 Simon Circle, Anaheim, California 92806, and WILMINGTON TRUST COMPANY, a Delaware banking corporation and trust company, as trustee (together with its successors, the “Trustee”), having its principal corporate trust office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890.

RECITALS:

A. Pursuant to an indenture dated as of November 18, 1997 (as amended, modified or supplemented from time to time prior to the date hereof, the “Original Indenture”), by and between DDi Capital, as issuer, and Wilmington Trust Company, as successor trustee to U.S. Bank National Association, as successor in interest to The State Street Bank and Trust Company, as indenture trustee, DDi Capital issued $110,000,000 of 12 ¹/2% senior discount notes due 2007 (collectively, the “Original Notes”).

B. On August 20, 2003, DDi Capital and its indirect parent, DDi Corp. (together with DDi Capital, the “Debtors”), filed separate voluntary petitions for relief under Chapter 11 of the Bankruptcy Reform Act of 1978, as amended, as set forth in title 11 of the United States Code, 11 U.S.C. §§ 101 et. seq. (the “Bankruptcy Code”), in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), Case No. 03-15261 (SMB) (Jointly Administered).

C. Pursuant to Debtors’ Joint Plan of Reorganization (as amended, modified or supplemented from time to time, and including the exhibits thereto and the documents relating thereto, the “Plan”), it is contemplated that the Original Notes and the Original Indenture will be extinguished and that the holders of the Original Notes will receive in exchange therefor, among other things, 16% Senior Accreting Notes due 2009 of DDi Capital issued pursuant to the terms of this Indenture (the “Senior Notes”) in an Initial Principal Amount equal to the outstanding principal amount of the Original Notes plus accrued and unpaid interest, fees and expenses relating thereto.

D. The required holders of the Original Notes have voted to accept the Plan, and it is a condition to the confirmation and effectiveness of the Plan that this Indenture shall have been duly and validly executed.

E. All things necessary have been done to make the Senior Notes, when executed and duly issued by DDi Capital and authenticated and delivered hereunder by the Trustee or the Authenticating Agent, the valid obligations of DDi Capital and to make this Indenture a valid agreement of DDi Capital in accordance with their and its terms.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the exchange of the Original Notes held by the holders thereof for the Senior Notes issued hereunder, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Senior Notes, as follows:

ARTICLE ONE. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.

SECTION 101. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to them in this Article, and words in the singular include the plural as well as the singular, and words in the plural include the singular as well as the plural;

(b) all other terms used herein which are defined in the TIA, either directly or by reference therein, or defined by SEC rule and not otherwise defined herein have the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating paper”, as used in TIA Section 311, shall have the meanings assigned to them in the rules of the SEC adopted under the TIA;

(c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

(d) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(e) the word “or” is not exclusive; and

(f) provisions of this Indenture apply to successive events and transactions.

“Accreted Value” means, as of any date of determination with respect to any Senior Note, the sum of (a) the Initial Principal Amount of such Senior Note, plus (b) the amount of interest on such Senior Note which has been accreted to such Senior Note on each Interest Payment Date on or prior to such date in accordance with Section 301.

“Additional Assets” means (i) any property or assets (other than Indebtedness and Capital Stock) to be used by DDi Capital or a Restricted Subsidiary in a Related Business; (ii) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by DDi Capital or a Restricted Subsidiary; or (iii) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary; provided, however, that, in the case of clauses (ii) and (iii), such Restricted Subsidiary is primarily engaged in a Related Business.

“Administrative Agent” means JPMorgan Chase Bank and any and all successors thereto.

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“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Asset Disposition” means any sale, lease (other than operating leases entered into in the ordinary course of business), transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions that are part of a common plan) of shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares), property or other assets (each referred to for the purposes of this definition as a “disposition”) by DDi Capital or any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction) other than (i) a disposition by a Restricted Subsidiary to DDi Capital or by DDi Capital or a Restricted Subsidiary to a Wholly-Owned Subsidiary, (ii) the sale of Cash Equivalents or Temporary Cash Investments in the ordinary course of business, (iii) a disposition of inventory or a licensing of intellectual property in the ordinary course of business, (iv) a disposition of obsolete or worn out equipment or equipment that is no longer useful or to be used in the conduct of the business of DDi Capital and its Restricted Subsidiaries and that is disposed of in each case in the ordinary course of business, (v) transactions permitted under Section 801, (vi) for purposes of Section 1013 only, a disposition subject to Section 1006 and (vii) the sale, discount or factoring, in each case without recourse, of accounts receivable arising in the ordinary course of business.

“Attributable Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate implicit in such Sale/Leaseback Transaction, compounded semi-annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended).

“Board of Directors” means, as to any Person, the board of directors of such Person or any duly authorized committee thereof. Unless otherwise specified herein, each reference to the Board of Directors shall refer to the Board of Directors of DDi Capital.

“Board Resolution” means, as to any Person, a resolution duly adopted by the Board of Directors of such Person in accordance with the certificate of incorporation, bylaws and other operative documents of such Person and under applicable law, which resolution is in full force and effect and has not been amended, modified revoked or rescinded, as certified by an Officers’ Certificate. Unless otherwise specified herein, each reference to the a Board Resolution shall refer to a Board Resolution of DDi Capital.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required by law to close in New York City or Wilmington, Delaware.

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“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Cash Equivalents” means (i) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality thereof, having maturities of not more than one year from the date of acquisition; (ii) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof, having a credit rating of “A” or better from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (iii) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank the long-term debt of which is rated at the time of acquisition thereof at least “A” or the equivalent thereof by Standard & Poor’s Ratings Group, or “A” or the equivalent thereof by Moody’s Investors Service, Inc., and having capital and surplus in excess of $500 million; (iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (i), (ii) and (iii) entered into with any bank meeting the qualifications specified in clause (iii) above; (v) commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by Standard & Poor’s Ratings Group or “P-2” or the equivalent thereof by Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in either case maturing within 270 days after the date of acquisition thereof; and (vi) interests in any investment company which invests solely in instruments of the type specified in clauses (i) through (v) above.

“Change of Control” means (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of DDi Capital or the Company (or any of their respective successors by merger, consolidation or purchase of all or substantially all of its assets) (for the purposes of this clause, such person shall be deemed to beneficially own any Voting Stock of DDi Capital or the Company held by a parent corporation, if such person “beneficially owns” (as defined above), directly or indirectly, more than 50% of the voting power of the Voting Stock of such parent corporation); (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted

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the Board of Directors of DDi Capital, Parent or the Company (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of DDi Capital, Parent or the Company was approved by a vote of at least a majority of the directors of DDi Capital, Parent or the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved or is a designee of the Permitted Holders or was nominated or elected by such Permitted Holders or any of their designees) cease for any reason to constitute a majority of the Board of Directors of DDi Capital, Parent or the Company then in office; (iii) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of DDi Capital and its Restricted Subsidiaries taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder or Parent; or (iv) the adoption by the stockholders of a plan for the liquidation or dissolution of DDi Capital, Parent or the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means Dynamic Details, Inc., a California corporation, and any and all successors thereto.

“Consolidated Coverage Ratio” means as of any date of determination the ratio of (i) the aggregate amount of Consolidated EBITDA of the Company for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination to (ii) Consolidated Interest Expense for such four fiscal quarters (in each case, determined, for each fiscal quarter (or portion thereof) of the four fiscal quarters ending prior to or including the Issue Date, on a pro forma basis to give effect to the consummation of the Plan, the issuance of the Senior Notes and the consummation of the other transactions contemplated to be effected under Plan as if they had occurred at the beginning of such four quarter period adjusted for any pro forma expense and cost reductions and related adjustments that are directly attributable to such exchange and consummation); provided, however, that (1) if DDi Capital or any of its Restricted Subsidiaries (x) has Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period, or (y) has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a discharge of

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Indebtedness (in each case other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period, (2) if since the beginning of such period DDi Capital or any of its Restricted Subsidiaries shall have made any Asset Disposition or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Asset Disposition, the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of DDi Capital or any of its Restricted Subsidiaries repaid, repurchased, defeased or otherwise discharged with respect to DDi Capital and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent DDi Capital and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale), (3) if since the beginning of such period DDi Capital or any of its Restricted Subsidiaries (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period (adjusted for any pro forma expense and cost reductions and related adjustments calculated on a basis consistent with the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder) and (4) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into DDi Capital or any of its Restricted Subsidiaries since the beginning of such period) shall have made any Asset Disposition or any Investment that would have required an adjustment pursuant to clause (2) or (3) above if made by DDi Capital or one of its Restricted Subsidiaries during such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition or Investment occurred on the first day of such period. For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of DDi Capital. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months).

“Consolidated EBITDA” for any period means, with respect to any Person, Consolidated Net Income or such Person for such period plus, (a) without duplication and to the extent

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reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (i) total income tax expense, (ii) total interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness, (iii) depreciation and amortization expense, (iv) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (v) any extraordinary or non-operational, restructuring or reorganizational non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business), (vi) charges for the write-off of any step-up in basis in inventory required in a transaction which is accounted for under the purchase method of accounting, and (vii) any other non-cash charges, minus (b) to the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) interest income, (ii) any extraordinary or non-operational, restructuring or reorganizational income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business), (iii) any other non-cash income (other than non-cash income resulting from the Company’s accrual method of accounting in accordance with past practice), and (iv) any cash payments made during such period with respect to items that were added back in a prior period pursuant to clauses (a)(v) and (vii) above. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the interest, depreciation and amortization of, a Restricted Subsidiary of a Person shall be added to Consolidated Net Income to compute Consolidated EBITDA of such Person only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person.

“Consolidated Interest Expense” means, for any period, the total interest expense of DDi Capital and its Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP, plus, to the extent not included in such interest expense, (i) interest expense attributable to Capitalized Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with GAAP, (ii) amortization of debt discount and debt issuance cost, (iii) capitalized interest, (iv) non-cash interest expense, (v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, (vi) interest actually paid by DDi Capital or any such Subsidiary under any Guarantee of Indebtedness or other obligation of any other Person, (vii) net costs associated with Hedging Obligations (including amortization of fees), (viii) dividends in respect of all Disqualified Stock of DDi Capital and any Restricted Subsidiaries, in each case, held by Persons other than DDi Capital or a Wholly-Owned Subsidiary and (ix) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than DDi Capital) in connection with Indebtedness Incurred by such plan or trust to purchase Capital Stock of DDi Capital; provided, however, that there shall be excluded therefrom any such interest expense of any Unrestricted Subsidiary to the extent the related Indebtedness is not Guaranteed or paid by DDi Capital or any Restricted Subsidiary. For purposes of the foregoing, total interest expense shall be determined after giving effect to any net payments made or received by DDi Capital and its Subsidiaries with respect to Interest Rate Agreements. Notwithstanding the foregoing, the Consolidated Interest Expense with respect to any Restricted Subsidiary of DDi Capital that was not a Wholly-Owned Subsidiary shall be included only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income.

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“Consolidated Net Income”: means, for any period, with respect to any Person, the consolidated net income (or loss) of such Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded therefrom (a) the income (or deficit) of any other Person accrued prior to the date it becomes a Subsidiary of such Person or is merged into or consolidated with such Person or any of its Subsidiaries, (b) the income (or deficit) of any other Person (other than a Subsidiary of such Person) in which such Person or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by such Person or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of such Person to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than the Indenture or any Senior Note) or Requirement of Law applicable to such Subsidiary.

“Consolidated Net Worth” means, with respect to any Person, the total of the amounts shown on the balance sheet of such Person and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of the end of the most recent fiscal quarter of such Person ending prior to the taking of any action for the purpose of which the determination is being made, as (i) the par or stated value of all outstanding Capital Stock of such Person plus (ii) paid-in capital or capital surplus relating to such Capital Stock plus (iii) any retained earnings or earned surplus less (A) any accumulated deficit and (B) any amounts attributable to Disqualified Stock of such Person.

“Consolidated Tangible Assets” means, as of any date of determination, the total assets, less goodwill, deferred financing costs and other intangibles less accumulated amortization, shown on the balance sheet of DDi Capital and its Restricted Subsidiaries as of the most recent date for which such balance sheet is available, determined on a consolidated basis in accordance with GAAP.

“Consolidation” means, with respect to any Person, the consolidation of the accounts of each of the Restricted Subsidiaries of such Person with those of such Person in accordance with GAAP; provided, however, that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of such Person in any Unrestricted Subsidiary will be accounted for as an Investment. The term “Consolidated” has a correlative meaning.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

“Corporate Trust Office” of the Trustee is the office of Wilmington Trust Company at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890.

“Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement or other similar agreement as to which such Person is a party or a beneficiary.

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“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Depositary” means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository institution hereinafter appointed by DDi Capital.

“Designated Noncash Consideration” means the fair market value of noncash consideration received by DDi Capital or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate executed by the principal executive officer and the principal financial officer of DDi Capital or such Restricted Subsidiary, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration. Such Officers’ Certificate shall state the basis of such valuation, which shall be as determined by an Independent Appraiser with respect to the receipt in one or a series of related transactions of Designated Noncash Consideration with a fair market value in excess of $10 million.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding capital stock which is convertible or exchangeable solely at the option of DDi Capital or a Restricted Subsidiary) or (iii) is redeemable at the option of the holder thereof, in whole or in part, in each case on or prior to the Stated Maturity of the Senior Notes, provided, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such Stated Maturity shall be deemed to be Disqualified Stock.

“Excess Cash” has the meaning given such term in the Senior Credit Agreement as in effect on the date hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the date hereof, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (including, without limitation, the National Association of Insurance Commissioners).

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“Guarantee” means, as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

“Holder” or “Noteholder” means the Person in whose name a Senior Note is registered in the Register.

“Houlihan Lokey Note” means the Promissory Note payable by the Parent to Houlihan Lokey Howard & Zukin Capital (“Houlihan Lokey”) or its assigns in exchange for services rendered by Houlihan Lokey pursuant to the Engagement Agreement, dated as of September 24, 2002 (as amended) among Houlihan Lokey, the Parent and certain of its Subsidiaries.

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary.

“Indebtedness” means, with respect to any Person on any date of determination, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person’s business which are current liabilities), (c) all obligations

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of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capitalized Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party under bankers’ acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock (other than common stock) of such Person, (h) all Guarantees of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation; and (j) the net exposure of such Person in respect of Currency Agreements and Interest Rate Agreements.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Independent Appraiser” means, with respect to any transaction or series of related transactions, an independent, nationally recognized appraisal or investment banking firm or other expert with experience in evaluating or appraising the terms and conditions of such transaction or series of related transactions.

“Initial Principal Amount” means, with respect to any Senior Note, the stated principal amount of such Senior Note on the Issue Date, which amount, with respect to all of the Senior Notes, is $17,656,000.

“Interest Payment Date” means (i) December 15, March 15, June 15 and September 15 of each year, commencing March 15, 2004, (ii) any date of redemption, purchase or repurchase in part or in full of any or all of the Senior Notes and (iii) the Maturity Date of the Senior Notes.

“Interest Rate Agreement” means with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary.

“Interest Swap Obligations” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

“Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business) or other extension of credit (including

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by way of Guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes of Section 1006, (i) “Investment” shall include the portion (proportionate to DDi Capital’s direct or indirect equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of DDi Capital at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, DDi Capital shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) DDi Capital’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to DDi Capital’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of DDi Capital. If DDi Capital or any Restricted Subsidiary of DDi Capital sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of DDi Capital such that, after giving effect to any such sale or disposition, DDi Capital no longer owns, directly or indirectly, 100% of the outstanding Common Stock of such Restricted Subsidiary, DDi Capital shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

“Irrevocable Cash Interest Election Date” means the date on which DDi Capital notifies the Trustee that it irrevocably elects to pay interest due on the Senior Notes on all Interest Payment Dates subsequent to such date in cash.

“Issue Date” means the date on which the Senior Notes are originally issued.

“Leverage Ratio” shall mean, as of any date of determination, the ratio of (i) Indebtedness of DDi Capital and its Restricted Subsidiaries on a Consolidated basis to (ii) Consolidated EBITDA of DDi Capital and its Restricted Subsidiaries for the period of the most recent twelve consecutive months ending prior to the date of such determination.

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

“Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other noncash form) therefrom, in each case net of (i) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees

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and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP, as a consequence of such Asset Disposition, (ii) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition, (iii) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition and (iv) the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by DDi Capital or any Restricted Subsidiary after such Asset Disposition.

“Officer” means the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary of DDi Capital.

“Officers’ Certificate” means a certificate signed by two Officers.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to DDi Capital or the Trustee.

“Parent” means DDi Corp., DDi Intermediate Holdings Corp., and any other Person which is a direct of indirect beneficial holder of all of the equity interests in DDi Capital.

“Permitted Holders” means DDi Corp., DDi Intermediate Holdings Corp. and any direct or indirect wholly-owned Subsidiary of either such Person other than DDi Capital (except with respect to the Company) or any of its Subsidiaries.

“Permitted Investment” means an Investment by DDi Capital or any Restricted Subsidiary in (i) a Restricted Subsidiary or a Person which will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business; (ii) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, DDi Capital or a Restricted Subsidiary; provided, however, that such Person’s primary business is a Related Business; (iii) cash, Cash Equivalents and Temporary Cash Investments; (iv) receivables owing to DDi Capital or any Restricted Subsidiary created or acquired in the ordinary course of business; (v) payroll, travel and similar advances made in the ordinary course of business; (vi) loans or advances to employees and officers made in the ordinary course of business; (vii) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to DDi Capital or any Restricted Subsidiary or in satisfaction of judgments; and (viii) Currency Agreements and Interest Rate Agreements entered into in the ordinary course of DDi Capital’s or its Restricted Subsidiaries’ businesses and otherwise in compliance with this Indenture; (ix) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (x) Investments the payment for which consists exclusively of Capital Stock (other than Disqualified Stock) of DDi Capital; provided that the fair market value of such Investments shall not be

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counted under clause (3)(B) of paragraph (a) of Section 1006; (xii) Investments received by DDi Capital or its Restricted Subsidiaries as consideration for asset dispositions, including Asset Dispositions; provided in the case of an Asset Disposition, such Asset Disposition is effected in compliance with Section 1013; and (xiii) other Investments in an aggregate amount outstanding at any time not to exceed the greater of (A) $7.5 million and (B) 5% of Total Consolidated Assets.

“Permitted Liens” means the following types of Liens:

(a) Liens for taxes, assessments or governmental charges or claims either

(i) not delinquent or

(ii) contested in good faith by appropriate proceedings and as to which DDi Capital or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

(b) statutory and contractual Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

(c) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(d) judgment Liens not giving rise to an Event of Default;

(e) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of DDi Capital or of any of its Restricted Subsidiaries;

(f) any interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to any property or asset which is not leased property subject to such Capitalized Lease Obligation;

(g) purchase money Liens to finance property or assets of DDi Capital or any Restricted Subsidiary acquired after the Issue Date; provided, however, that

(i) the related purchase money Indebtedness shall not exceed the cost of such property or assets and shall not be secured by property or assets of DDi Capital or any Restricted Subsidiary other than the property and assets so acquired; and

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(ii) the Lien securing such Indebtedness shall be created within 90 days of such acquisition;

(h) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(i) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(j) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of DDi Capital or any of its Restricted Subsidiaries, including rights of offset and setoff;

(k) Liens securing Interest Swap Obligations which Interest Swap Obligations relate to Indebtedness that is otherwise permitted under this Indenture;

(l) Liens securing Indebtedness under Currency Agreements;

(m) Liens on assets of a Restricted Subsidiary to secure Indebtedness and other obligations of such Restricted Subsidiary that are otherwise permitted under this Indenture;

(n) leases, subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary course of business of DDi Capital and its Restricted Subsidiaries;

(o) banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;

(p) Liens arising from filing Uniform Commercial Code financing statements regarding leases;

(q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; and

(r) additional Liens not to exceed $2 million at any one time.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision hereof or any other entity.

“Plan” has the meaning given in the Recitals to this Indenture.

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“Preferred Stock” means, as applied to the Capital Stock of any corporation, Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

“Property”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation.

“Record Date” means, with respect to any Interest Payment Date the March 1, June 1, September 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.

“Redemption Date” means any date on which DDi Capital is required or permitted to redeem all or any portion of the Senior Notes or is required to purchase or repurchase all or any portion of the Senior Notes held by any Holder pursuant to the terms of this Indenture.

“Redemption Price” means, with respect to any Senior Note to be redeemed pursuant to Article 11, the sum of (i) the Accreted Value of such Senior Note as of the Redemption Date of such redemption plus (ii) (a) if the Irrevocable Cash Interest Election Date has not occurred and DDi Capital was not otherwise required to pay cash interest as of the Interest Payment Date immediately preceding such date, the amount of interest that has accrued on the Accreted Value of such Senior Note at the rate of sixteen percent (16%) per annum from and including the most recent date through which interest has been paid or accreted, or, if no interest has been paid or accreted, from the Issue Date, through but excluding such Redemption Date, or (b) if the Irrevocable Cash Interest Election Date has occurred or DDi Capital was required to pay cash interest as of the Interest Payment Date immediately preceding such Redemption Date, the amount of interest that has accrued on the Accreted Value of such Senior Note at the rate of fourteen percent (14%) per annum from and including the most recent date through which interest has been paid or accreted, or, if no interest has been paid or accreted, from the Issue Date, through but excluding such Redemption Date.

“Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance”, “refinances,” and “refinanced” shall have a correlative meaning) any Indebtedness existing on the date of this Indenture or Incurred in compliance with this Indenture (including Indebtedness of DDi Capital that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness, provided, however, that (i) only with respect to Indebtedness described under subclause (x) of clause (b)(iii) in Section 1008, the Refinancing Indebtedness has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced (other than Indebtedness which is Senior Secured Indebtedness referred to in clause (iii) under such covenant) and (ii) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount then outstanding (plus fees and expenses, including any premium and defeasance costs) of the Indebtedness being refinanced.

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“Related Business” means any business which is the same as or related, ancillary or complementary to any of the businesses in which DDi Capital and its Restricted Subsidiaries are primarily engaged on the date hereof.

“Requirement of Law” means, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Restricted Subsidiary” means (i) with respect to DDi Capital, any Subsidiary of DDi Capital other than an Unrestricted Subsidiary, and (ii) with respect to any Restricted Subsidiary of DDi Capital, a Subsidiary of such Restricted Subsidiary that is a Restricted Subsidiary of DDi Capital. Unless otherwise specified herein, each reference to a “Restricted Subsidiary” shall refer to a Restricted Subsidiary of DDi Capital.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired whereby DDi Capital or a Restricted Subsidiary transfers such property to a Person and DDi Capital or a Subsidiary leases it from such Person.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Credit Agreement” means (i) the senior secured Second Amended and Restated Credit Agreement dated as of the date hereof, among the Issuer, the Company, as borrower, JPMorgan Chase Bank, as Administrative Agent, and the lenders parties thereto from time to time, as the same may be amended, supplemented or otherwise modified from time to time in compliance with the provisions hereof and any guarantees issued thereunder and (ii) any Refinancing Indebtedness in respect thereof in compliance with the provisions hereof (whether with the original Administrative Agent and lenders or another administrative agent or agents or other lenders).

“Senior Secured Indebtedness” means any and all amounts, whether outstanding on the Issue Date or thereafter incurred, payable by the Company under or in respect of the Senior Credit Agreement and any related notes, collateral documents, letters of credit and guarantees, including principal, premium, if any, interest, fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof and refinancings thereof.

“Significant Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of DDi Capital within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision.

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“Subordinated Obligation” means, as to any Person, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Senior Notes pursuant to a written agreement.

“Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary shall refer to a Subsidiary of DDi Capital.

“Temporary Cash Investments” means any of the following: (i) any Investment in direct obligations of the United States of America or any agency thereof or obligations Guaranteed by the United States of America or any agency thereof, (ii) Investments in time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits aggregating in excess of $250 million (or the foreign currency equivalent thereof) and whose long-term debt, or whose parent holding company’s long-term debt, is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act), (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) above entered into with a bank meeting the qualifications described in clause (ii) above, (iv) Investments in commercial paper, maturing not more than 180 days after the date of acquisition, issued by a corporation (other than an Affiliate of DDi Capital) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s Investors Service, Inc. or “A-1” (or higher) according to Standard and Poor’s Ratings Group, (v) Investments in securities with maturities of six months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by Standard & Poor’s Ratings Group or “A” by Moody’s Investors Service, Inc. and (vi) Investments in mutual funds whose investment guidelines restrict such funds’ investments to those satisfying the provisions of clauses (i) through (v) above.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa- 77bbbb) as in effect on the date of this Indenture.

“Total Consolidated Assets” means, as of any date of determination, the total assets shown on the balance sheet of DDi Capital and its Restricted Subsidiaries as of the most recent date for which such balance sheet is available, determined on a consolidated basis in accordance with GAAP.

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“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

“Trust Officer” means an officer of the Trustee assigned by the Trustee to administer its corporate trust matters or to any other officer of the Trustee to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

“Unrestricted Subsidiary” means (i) any Subsidiary of DDi Capital that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of DDi Capital (including any newly acquired or newly formed Subsidiary of DDi Capital) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, DDi Capital or any Restricted Subsidiary of DDi Capital that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total consolidated assets of $10,000 or less or (B) if such Subsidiary has consolidated assets greater than $10,000, then such designation would be permitted under Section 1006. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (x) the Company could Incur $1.00 of additional Indebtedness under Section 1008 and (y) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

“Voting Stock” of a corporation means all classes of Capital Stock of such corporation then outstanding and normally entitled to vote in the election of directors.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“Wholly-Owned Subsidiary” means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by DDi Capital or another Wholly-Owned Subsidiary.

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Other Definitions

Term	Defined in Section
Act	104
Affiliate Transaction	1009
Agent Members	306
Authentication Order	303
Bankruptcy Code	Recitals
Bankruptcy Court	Recitals
Covenant Defeasance	1203
DDi Capital	Preamble
Debtors	Recitals
Defaulted Interest	309
Event of Default	501
Global Senior Notes	201
Interest Payment Certificate	301
Legal Defeasance	1202
Note Register	305
Note Registrar	305
Notice of Default	501
Offer	1013
Original Indenture	Recitals
Original Notes	Recitals
Paying Agent	1002
Physical Senior Notes	201
Plan	Recitals
Restricted Payment	1006
Senior Notes	Recitals
Special Interest Payment Date	309
Special Record Date	309
Successor Company	801
Trustee	Preamble

SECTION 102. Compliance Certificates and Opinions.

Upon any application or request by DDi Capital to the Trustee to take any action under

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any provision of this Indenture, DDi Capital and any other obligor on the Senior Notes (if applicable) shall furnish to the Trustee an Officers’ Certificate in form and substance reasonably acceptable to the Trustee stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates provided pursuant to Section 1016(a)) shall include:

(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual or such firm, he or it has made such examination or investigation as is necessary to enable him or it to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

SECTION 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of DDi Capital or any other obligor on the Senior Notes may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of DDi Capital or any other obligor on the Senior Notes stating that the information with respect to such factual matters is in the possession of DDi Capital or any other obligor on the Senior Notes unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

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Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 104. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to DDi Capital. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and DDi Capital, if made in the manner provided in this Section 104.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The principal amount and serial numbers of Senior Notes held by any Person, and the date of holding the same, shall be proved by the Note Register.

(d) If DDi Capital shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, DDi Capital may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but DDi Capital shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Senior Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice,

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consent, waiver or other Act, and for that purpose the outstanding Senior Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Senior Note shall bind every future Holder of the same Senior Note and the Holder of every Senior Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof (including in accordance with Section 308) in respect of anything done, omitted or suffered to be done by the Trustee, any Paying Agent or DDi Capital in reliance thereon, whether or not notation of such action is made upon such Senior Note.

SECTION 105. Notices, Etc., to Trustee and DDi Capital.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by DDi Capital or any other obligor on the Senior Notes shall be sufficient for every purpose hereunder if made, given, furnished or delivered in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to or with the Trustee and received at its Corporate Trust Office, Attention: Corporate Trust Administration.

(2) DDi Capital by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered, in writing, or mailed, first-class postage prepaid, or delivered by recognized overnight courier, to DDi Capital addressed to it and received at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by DDi Capital.

SECTION 106. Notice to Holders; Waiver.

Where this Indenture provides for notice of any event to Holders by DDi Capital or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder, at his address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

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In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder.

If DDi Capital mails any notice or communication to any Holder, it shall mail a copy to the Trustee at the same time.

SECTION 107. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 108. Successors and Assigns.

All covenants and agreements in this Indenture by DDi Capital shall bind its successors and assigns, whether so expressed or not.

SECTION 109. Separability Clause.

In case any provision in this Indenture or in the Senior Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 110. Benefits of Indenture.

Nothing in this Indenture or in the Senior Notes, express or implied, shall give to any Person, (other than the parties hereto, any agent and their successors hereunder and each of the Holders) any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 111. Governing Law.

THIS INDENTURE AND THE SENIOR NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. THIS INDENTURE SHALL BE SUBJECT TO THE PROVISIONS OF THE TIA THAT ARE REQUIRED TO BE PART OF THIS INDENTURE IN ACCORDANCE WITH THE PROVISIONS OF THE TIA AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE U.S. FEDERAL COURTS, IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN, AND WAIVES ANY OBJECTION AS TO VENUE OR FORUM NON CONVENIENS.

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SECTION 112. Legal Holidays.

In any case where any Interest Payment Date, any date established for payment of Defaulted Interest pursuant to Section 309 or Redemption Date or Stated Maturity of any Senior Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Senior Notes) payment of principal or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or date established for payment of Defaulted Interest pursuant to Section 309, Redemption Date, or at the Stated Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or date established for payment of Defaulted Interest pursuant to Section 309, or Stated Maturity, as the case may be, to the next succeeding Business Day.

SECTION 113. No Personal Liability of Directors, Officers, Employees, Stockholders or Incorporators.

No director, officer, employee, incorporator or stockholders, as such, of DDi Capital shall have any liability for any obligations of DDi Capital under the Senior Notes, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creations. Each Holder by accepting a Senior Note waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Senior Notes.

SECTION 114. Counterparts.

This Indenture may be signed in any number of counterparts each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture.

SECTION 115. Communications by Holders with Other Holders.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Senior Notes. DDi Capital, the Trustee, the Note Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 116. New DDi Corp. Preferred Stock. Notwithstanding anything herein to the contrary:

(a) any and all rights, claims, Liens and interests of the Trustee and the Holders hereunder and under the Senior Notes to the extent that the terms of this Indenture or any Senior Note create a claim against DDi Corp. or a Lien on any asset of DDi Corp. will be subordinate to any and all rights, claims and interests of the holders of the DDi Corp. Preferred Stock pursuant to the Plan or the DDi Corp. Preferred Stock Certificate of Designation (including, without limitation, unpaid dividends and other accretions both before and after any insolvency case or proceeding of DDi Corp.) with respect to (i) the capital stock of DDi Europe Limited and (ii) any cash, property or other assets of DDi Europe Limited or any of its

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Subsidiaries that is transferred to DDi Corp. by way of dividend or otherwise (collectively, clauses (i) and (ii), “DDi Europe Value”) until such time as the DDi Corp. Preferred Stock is redeemed in full, converted to Preferred Stock of DDi Europe Limited or otherwise no longer outstanding, and, in furtherance of the foregoing, so long as the DDi Corp. Preferred Stock is outstanding, no payments to the Trustee or any Holder under this Indenture or any of the Senior Notes shall be made with amounts constituting DDi Europe Value, and no such payments shall be accepted by the Trustee or such Holder;

(b) after such time as the DDi Corp. Preferred Stock is no longer outstanding, all of the DDi Europe Value shall be available, without limitation, to satisfy all obligations of Parent, if any, under then existing agreements, including, without limitation, this Indenture;

(c) for so long as the DDi Corp. Preferred Stock is outstanding, any distributions and/or redemptions required to be made thereunder pursuant to the DDi Corp. Preferred Stock Certificate of Designation shall be made only with and to the extent of DDi Europe Value and the holders of DDi Corp. Preferred Stock in respect of the DDi Corp. Preferred Stock shall have no rights, claims or interests in and to any other assets or equity interests, whether direct or indirect, of Parent; and

(d) (i) if at any time that the DDi Corp. Preferred Stock is outstanding the Trustee or any Holder shall receive any amount constituting DDi Europe Value, or (ii) if, following the conversion of the DDi Corp. Preferred Stock to DDi Europe Limited preferred stock, the Trustee or any Holder shall receive any amount constituting DDi Europe Value that was held by DDi Corp. at any time that the DDi Corp. Preferred Stock was outstanding, then, in each case, such amount shall be held by the Trustee or such Holder in trust for Parent and the holders of the DDi Corp. Preferred Stock, segregated from other funds of the Trustee or such Holder, and shall, forthwith upon receipt by the Trustee or such Holder, be turned over to Parent in the exact form received by the Trustee or such Holder (duly indorsed by the Trustee or such Holder to Parent, if required), to be applied against any obligations then due and owing under the DDi Corp. Preferred Stock or, if prior to any such return to DDi Corp., the DDi Corp. Preferred Stock is or has been converted to DDi Europe Limited preferred stock, such amount shall be paid over to DDi Europe Limited to be applied against any obligations then due and owing under the DDi Europe Limited preferred stock.

ARTICLE TWO. NOTE FORMS

SECTION 201. Forms Generally.

The Senior Notes and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable laws or the rules of any securities exchange or Depositary or as may, consistently herewith, be determined by the officers executing such Senior Notes, as evidenced by their execution of the Senior Notes. Any portion of the text of any Senior Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Senior Note. Each Senior Note shall be dated the date of its authentication.

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The Senior Notes shall be issued initially in the form of one or more permanent global Senior Notes in registered form, substantially in the form set forth in this Article (the “Global Senior Notes”), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depository, duly executed by DDi Capital and authenticated by the Trustee as hereinafter provided. The aggregate Accreted Value of the Global Senior Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided.

Senior Notes issued pursuant to Section 306 in exchange for interests in the Global Senior Notes shall be issued in the form of permanent certificated Senior Notes in registered form in substantially the form set forth in this Article (the “Physical Senior Notes”).

The definitive Senior Notes shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers of DDi Capital executing such Senior Notes, as evidenced by their execution of such Senior Notes.

SECTION 202. Registration; Restrictive Legends.

The Senior Notes are being issued pursuant to the Plan and Section 1145(a) of the Bankruptcy Code. The Plan has been confirmed by the Bankruptcy Court and, accordingly, the Senior Notes are exempt from registration under the Securities Act and any state and local securities laws and are freely transferable pursuant to Section 1145(a) of the Bankruptcy Code.

Each Global Senior Note shall bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO DDI CAPITAL CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SENIOR NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

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Each Global Senior Note and each Physical Senior Note shall also bear the following legend on the face thereof:

THIS SENIOR NOTE HAS BEEN ISSUED PURSUANT TO THE JOINT PLAN OF REORGANIZATION (THE “PLAN”) OF DDI CAPITAL CORP. AND DDI CORP. (THE “DEBTORS”) IN THE CASE OF THE DEBTORS FILED IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (THE “BANKRUPTCY COURT”) , CASE NO. 03-15261 (SMB) (JOINTLY ADMINISTERED). THE PLAN HAS BEEN CONFIRMED BY THE BANKRUPTCY COURT AND THIS SENIOR NOTE AND ANY INTEREST THEREIN IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY STATE AND LOCAL SECURITIES LAWS AND IS FREELY TRANSFERABLE PURSUANT TO SECTION 1145(A) OF THE BANKRUPTCY REFORM ACT OF 1978, AS AMENDED, AS SET FORTH IN TITLE 11 OF THE UNITED STATES CODE, 11 U.S.C. §§ 101 ET. SEQ.

SECTION 203. Form of Senior Note.

No.	Initial Principal Amount $
	CUSIP NO.
	16% Senior Accreting Note due 2009

DDi Capital Corp, a California corporation, promises to pay to             , or registered assigns, the principal sum of              Dollars on January 1, 2009.

Interest Payment Dates: December 15, March 15, June 15, and September 15.

Record Dates: December 1, March 1, June 1, and September 1.

This Senior Note shall bear interest at the rates, and payable in cash or by accretion of such interest to the Initial Principal Amount set forth above, in the manner specified on the reverse side hereof.

Additional provisions of this Senior Note are set forth on the reverse side of this Senior Note.

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IN WITNESS WHEREOF, DDi Capital Corp. has caused this Senior Note to be signed manually or by facsimile by its authorized Officers.

Dated: December 12, 2003	DDi CAPITAL CORP.
	By:
		Name:
		Title:
	By:
		Name:
		Title:

[NOTE- one of the signatories must be the President or the Chief Financial Officer]

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

WILMINGTON TRUST COMPANY, as Trustee, certifies that this is one of the Senior Notes referred to in the Indenture.

By:
	Authorized Signatory

[FORM OF REVERSE SIDE OF SENIOR NOTE]

16% Senior Accreting Note due 2009

1. Interest

DDi Capital Corp., a California corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called “DDi Capital”), promises to pay interest on the Accreted Value (as hereinafter defined) of this Senior Note in the manner described below.

Interest shall be payable on this Senior Note quarterly in arrears to the Holder of record hereof at the close of business on the December 1, March 1, June 1 and September 1 (the “Record Date”) next preceding (i) the interest payment date on December 15, March 15, June 15 and September 15 of each year, commencing March 15, 2004, (ii) any date of redemption, purchase or repurchase in part or in full of all or any portion of this Senior Note and (iii) the Maturity Date of this Senior Note (each such date, an “Interest Payment Date”). On each such Interest Payment Date prior to the Irrevocable Cash Interest Election Date (as defined below), except as set forth in the immediately following paragraph, DDi Capital shall have the option of paying interest on the then outstanding Accreted Value of this Senior Note from and including the most recent date through which interest has been paid, or, if no interest has been paid, from December 12, 2003, through but excluding such Interest Payment Date, at a rate of (i) sixteen percent (16%) per annum by accreting in value the outstanding Accreted Value of this Senior Note by the amount of such interest due, or (ii) fourteen percent (14%) per annum in cash. Unless DDi Capital notifies the Trustee in the Interest Payment Certificate described below that it desires or is required to pay all such interest in cash, all such interest shall be deemed to be paid by accretion of the Accreted Value of this Senior Note in the manner set forth above. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

On the Record Date for each Interest Payment Date (or the next succeeding Business Day, if such Record Date is not a Business Day), DDi Capital shall provide the Trustee with an Officers’ Certificate in accordance with the terms of Section 301 of the Indenture (each, an “Interest Payment Certificate”). In the event that the Leverage Ratio of DDi Capital shown in such Interest Payment Certificate or any other Interest Payment Certificate delivered in respect of any prior record date is less than or equal to 2.5 to 1.0, DDi Capital shall be required to pay the entire interest due on this Senior Note on such Interest Payment Date and on each subsequent

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Interest Payment Date in cash as set forth in the immediately preceding paragraph. Without limiting the foregoing, in the event that DDi Capital or any of its Affiliates has made or is required to have made any payment to the holders of the Senior Secured Indebtedness from Excess Cash since the most recent prior Interest Payment Date, DDi Capital shall be required to pay the entire interest due on this Senior Note on the next succeeding Interest Payment Date only in cash as set forth in the immediately preceding paragraph.

On or prior to any Record Date, DDi Capital may notify the Trustee that it irrevocably elects to pay interest due on all subsequent Interest Payment Dates in cash. Following such notification date (the “Irrevocable Cash Interest Election Date”), all interest due on each subsequent Interest Payment Date on the then outstanding Accreted Value of this Senior Note shall be payable in cash as set forth in the first paragraph of this Section 1.

The “Accreted Value” of this Senior Note equals, as of any date of determination, the sum of (a) the Initial Principal Amount of this Senior Note on the Issue Date, plus (b) the amount of interest on this Senior Note which has been accreted thereto on each Interest Payment Date on or prior to such date in accordance with the Indenture.

2. Method of Payment

By at least 10:00 a.m. (New York City time) on the date on which any principal of or cash interest on the Senior Notes is due and payable, DDi Capital shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal and/or interest. DDi Capital will pay interest (except defaulted interest) in the manner set forth in Section 1 to the Persons who are registered Holders of Senior Notes at the close of business on the Record Date with respect to such Interest Payment Date even if the Senior Notes are cancelled, repurchased or redeemed after such Record Date and on or before such Interest Payment Date. DDi Capital will pay principal and cash interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, DDi Capital may pay cash interest by check payable in such money. It may mail an interest check to a Holder’s registered address.

3. Trustee, Paying Agent and Registrar

Initially, Wilmington Trust Company, a Delaware banking corporation and trust company (“Trustee”), will act as Trustee, Paying Agent and Registrar. DDi Capital may appoint and change any Paying Agent, Registrar or co-registrar without notice to any Noteholder. DDi Capital or any of its domestically incorporated Wholly-Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4. Indenture

DDi Capital issued the Senior Notes under an Indenture dated as of December 12, 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), between DDi Capital and the Trustee. The terms of this Senior Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust

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Indenture Act of 1939 (15 U.S.C. §§77aaa-77bbbb) (the “TIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Senior Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA for a statement of those terms.

The Senior Notes are unsecured senior obligations of DDi Capital limited to an aggregate Accreted Value equal to the Initial Principal Amount of $17,656,000 plus interest thereon that is accreted thereto on any Interest Payment Date in accordance with the terms of this Note and the Indenture (subject to Section 308 of the Indenture). The Indenture imposes certain limitations, among other things, on the Incurrence of Indebtedness by DDi Capital and its Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of, Capital Stock of DDi Capital and its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries of DDi Capital, investments of DDi Capital and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of DDi Capital and its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

5. Optional Redemption; Purchase Offer Upon Certain Asset Dispositions

The Senior Notes will be redeemable at the option of DDi Capital in whole, but not in part, at any time prior to the Maturity Date of the Senior Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s registered address, at 100% of the aggregate Accreted Value of the Senior Notes plus accrued and unpaid interest to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). In addition, DDi Capital will be required in certain circumstances to offer to purchase Senior Notes in whole or in part following an Asset Disposition in accordance with Section 1013.

6. Notice of Redemption

Notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Senior Notes at his registered address. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Senior Notes on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date and certain other conditions are satisfied, on and after such date interest ceases to accrue on the Senior Notes.

7. Put Provisions

Upon the occurrence of a Change Control, unless DDi Capital shall have exercised its right to redeem the Senior Notes as described under “Optional Redemption; Purchase Offer Upon Certain Asset Dispositions” above, each holder will have the right to require DDi Capital to repurchase all or any part of such Holder’s Senior Notes at a purchase price in cash equal to 100% of the Accreted Value thereof plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

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8. Denominations; Transfer; Exchange

The Senior Notes are in registered form without coupons in denominations of Initial Principal Amount or Accreted Value (as applicable) of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Senior Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of (i) any Senior Note selected for redemption (except, in the case of a Senior Note to be redeemed in part, the portion of the Senior Note not to be redeemed) for a period beginning 15 days before a selection of Senior Notes to be redeemed and ending on the date of such selection or (ii) any Senior Notes for a period beginning 15 days before an interest payment date and ending on such interest payment date.

9. Persons Deemed Owners

The registered holder of this Senior Note may be treated as the owner of it for all purposes.

10. Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to DDi Capital at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to DDi Capital and not to the Trustee for payment.

11. Defeasance

Subject to certain conditions set forth in the Indenture, DDi Capital at any time may terminate some or all of its obligations under the Senior Notes and the Indenture if DDi Capital deposits with the Trustee money or U.S. Government Obligations for the payment of Accreted Value and interest on the Senior Notes to redemption or maturity, as the case may be. DDi Capital in its sole discretion can defease the Senior Notes.

12. Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Senior Notes may be amended with the written consent of the Holders of at least a majority in Accreted Value of the Senior Notes then outstanding and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in Accreted Value of the outstanding Senior Notes. Without the consent of any Noteholder, DDi Capital and the Trustee may amend the Indenture or the Senior Notes to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 8 of the Indenture, or to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes or to add guarantees with respect to the Senior Notes or to secure the Senior Notes, or to add addition covenants or surrender rights and powers conferred on DDi Capital, or to comply with any request of the SEC in connection with qualifying the Indenture under the TIA, or to make any change that does not adversely affect the rights of any Noteholder.

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13. Defaults and Remedies

Under the Indenture, Events of Default include (i) a default in any payment of interest on any Senior Note when due, continued for 30 days, (ii) a default in the payment of principal of any Senior Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) the failure by DDi Capital to comply for 30 days with its obligations under Article 8 of the Indenture, or Sections 1006, 1007, 1008, 1009, 1010, 1011, 1012, 1013, 1014 or 1015 of the Indenture (in each case, other than a failure to purchase Senior Notes which shall constitute an Event of Default under clause (ii) above), (iv) the failure by DDi Capital to comply for 60 days after notice with its other agreements contained in the Indenture, (v) the failure by DDi Capital or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default and if the total amount of such Indebtedness unpaid or accelerated exceeds $3.75 million, (vi) certain events of bankruptcy, insolvency or reorganization of DDi Capital or a Significant Subsidiary or (vii) the rendering of any judgment or decree for the payment of money in an amount in excess of $3.75 million against DDi Capital or a Significant Subsidiary and such judgment or decree remains undischarged or unstayed for a period of 60 days after such judgment or decree becomes final and non-appealable and is not discharged, waived or stayed. If a default occurs and is continuing it will not be deemed an Event of Default until the Trustee or the Holders of at least 25% in Accreted Value of the outstanding Senior Notes notify DDi Capital of the default and DDi Capital does not cure such defect within the time specified in clauses (iii) and (iv) above. Certain events of bankruptcy or insolvency are Events of Default which will result in the Senior Notes being due and payable immediately upon the occurrence of such Events of Default.

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in Accreted Value of the outstanding Senior Notes by notice to DDi Capital and the Trustee may declare the Accreted Value of and accrued and unpaid interest, if any, on all the Senior Notes to be due and payable immediately. Upon such a declaration, such Accreted Value and accrued and unpaid interest shall be due and payable immediately in cash. Under certain circumstances, the holders of a majority in Accreted Value of the outstanding Senior Notes may rescind any such acceleration with respect to the Senior Notes and its consequences.

Noteholders may not enforce the Indenture or the Senior Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Senior Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in Accreted Value of the Senior Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of Accreted Value or interest that is required to be paid in cash) if it determines that withholding notice is in their interest.

14. Trustee Dealings with DDi Capital

Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in

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its individual or any other capacity, may become the owner or pledgee of Senior Notes and may otherwise deal with and collect obligations owed to it by DDi Capital or its affiliates and may otherwise deal with DDi Capital or its affiliates with the same rights it would have if it were not Trustee.

15. No Recourse Against Others

A director, officer, employee or stockholder, as such, of DDi Capital shall not have any liability for any obligations of DDi Capital under the Senior Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Senior Note, each Noteholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Senior Notes.

16. Authentication

This Senior Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Senior Note.

17. Abbreviations

Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

18. CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, DDi Capital has caused CUSIP numbers to be printed on the Senior Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Noteholders. No representation is made as to the accuracy of such numbers either as printed on the Senior Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

19. Governing Law

THIS SENIOR NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

DDi Capital will furnish to any Noteholder upon written request and without charge to the Noteholder a copy of the Indenture. Requests may be made to:

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DDi Capital Corp.

1231 Simon Circle

Anaheim, California 92806

Attention of                     

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ASSIGNMENT FORM

To assign this Senior Note, fill in the form below:

I or we assign and transfer this Senior Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Senior Note on the books of DDi Capital. The agent may substitute another to act for him.

Date:

Your Signature:

Signature Guarantee:

(Signature must be guaranteed)

Sign exactly as your name appears on the other side of this Senior Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in the Securities Transfer Agents Medallion Program (“STAMP”) or such other signature guarantee medallion program as may be approved by the Note Registrar in addition to or substitution for, STAMP), pursuant to S.E.C. Rule 17Ad-15.

Signature Guarantee:

(Signature must be guaranteed)

Signature

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in the Securities Transfer Agents Medallion Program (“STAMP”) or such other signature guarantee medallion program as may be approved by the Note Registrar in addition to or substitution for STAMP, pursuant to S.E.C. Rule 17Ad-15].

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[TO BE ATTACHED TO GLOBAL SENIOR NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SENIOR NOTE

The following increases or decreases in this Global Senior Note have been made:

Date of Exchange Amount of Decrease in Initial Principal
Amount Amount of Increase in Initial
Principal Amount of this Global Senior Note Initial Principal
Amount of this Global Senior Note
Following Such
Decrease or Increase Signature of
Authorized Signatory of Trustee or Senior Notes Custodian

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Senior Note purchased by DDi Capital pursuant to Section 1012 or 1013 of the Indenture, check the box:

[_]

If you want to elect to have only part of this Senior Note purchased by DDi Capital pursuant to Section 1012 or 1013 of the Indenture, state the amount in principal amount (must be integral multiple of $1,000): $                .

Date:                             

Your Signature                                                              

(Sign exactly as your name appears on the

other side of the Senior Note)

Signature Guarantee:                                                      

(Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in the Securities Transfer Agents Medallion Program (“STAMP”) or such other signature guarantee medallion program as may be approved by the Note Registrar in addition to or substitution for STAMP, pursuant to S.E.C. Rule 17Ad-15.

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Date:

NOTICE: The signature must correspond with the name as written upon the face of the within mentioned instrument in every particular, without alteration or any change whatsoever.

Signature Guarantee:

SECTION 204. Form of Trustee’s Certificate of Authentication.

The Trustee’s certificate of authentication shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION.

This is one of the Senior Notes referred to in the within-mentioned Indenture.

Wilmington Trust Company, as Trustee

By:

Authorized Signatory

Dated

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ARTICLE THREE. THE SENIOR NOTES

SECTION 301. Title and Terms.

The Initial Principal Amount of Senior Notes which may be authenticated and delivered under this Indenture is limited to $17,656,000, except for Senior Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Senior Notes pursuant to Section 304, 305, 306, 308, 906, 1012, 1013 or 1108. The Initial Principal Amount of the Senior Notes will accrete as described below.

The Senior Notes shall be known and designated as the “16% Senior Accreting Notes due 2009” of DDi Capital. The Senior Notes have a Stated Maturity of January 1, 2009.

Interest shall be payable on the Senior Notes quarterly in arrears to the Holders of record thereof on the Record Date for each applicable Interest Payment Date in the manner set forth in this paragraph. On each such Interest Payment Date prior to the Irrevocable Cash Interest Election Date, except as set forth in the immediately following paragraph, DDi Capital shall have the option of paying interest on the then outstanding Accreted Value of the Senior Notes from and including the most recent date through which interest has been paid, or, if no interest has been paid, from the Issue Date, through but excluding such Interest Payment Date, at a rate of (i) sixteen percent (16%) per annum by accreting in value the outstanding Accreted Value of the Senior Notes by the amount of such interest due, or (ii) fourteen percent (14%) per annum in cash. Unless DDi Capital notifies the Trustee in the Interest Payment Certificate that it desires or is required to pay all such interest in cash, all such interest shall be deemed to be paid by accretion of the Accreted Value of the Senior Notes in the manner set forth above. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on any overdue principal or interest (to the extent lawful) shall be payable on demand.

On the Record Date for each Interest Payment Date (or the next succeeding Business Day, if such record date is not a Business Day), DDi Capital shall provide the Trustee with an Officers’ Certificate in the form attached hereto as Exhibit 301 (each, an “Interest Payment Certificate”). In the event that the Leverage Ratio of DDi Capital shown in such Interest Payment Certificate or any other Interest Payment Certificate delivered in respect of any prior record date is less than or equal to 2.5 to 1.0, DDi Capital shall be required to pay the entire interest due on the Senior Notes on such Interest Payment Date and on each subsequent Interest Payment Date in cash as set forth in the immediately preceding paragraph. Without limiting the foregoing, in the event that DDi Capital or any of its Affiliates has made or is required to have made any payment to the holders of the Senior Secured Indebtedness from Excess Cash since the most recent prior Interest Payment Date, DDi Capital shall be required to pay the entire interest due on the Senior Notes on the next succeeding Interest Payment Date only in cash as set forth in the immediately preceding paragraph.

On or prior to any Record Date, DDi Capital may notify the Trustee that it irrevocably elects to pay interest due on all subsequent Interest Payment Dates in cash. Following the Irrevocable Cash Interest Election Date, all interest due on each subsequent Interest Payment Date on the then outstanding Accreted Value of this Senior Note shall be payable in cash as set forth in the first paragraph of this Section 301.

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The Accreted Value and cash interest on the Senior Notes shall be payable at the office or agency of DDi Capital maintained for such purpose in The City of New York, or at such other office or agency of DDi Capital as may be maintained for such purpose; provided, however, that, at the option of DDi Capital, cash interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register.

Holders shall have the right to require DDi Capital to purchase their Senior Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1012.

The Senior Notes shall be subject to repurchase, in whole or in part, by DDi Capital pursuant to an Asset Disposition as provided in Section 1013.

The Senior Notes shall be redeemable in whole, but not in part, as provided in Article Eleven and in the Senior Notes.

SECTION 302. Denominations.

The Senior Notes shall be issuable only in fully registered form, without coupons, and only in denominations of Initial Principal Amount of $1,000 and any integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

The Senior Notes shall be executed on behalf of DDi Capital by two Officers, of which at least one Officer shall be the President or the Chief Financial Officer of DDi Capital. The signature of any Officer on the Senior Notes may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Senior Notes.

Senior Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of DDi Capital shall bind DDi Capital, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes or did not hold such offices at the date of such Senior Notes.

At any time and from time to time after the execution and delivery of this Indenture, DDi Capital may deliver Senior Notes executed by DDi Capital to the Trustee for authentication, together with an Order for the authentication and delivery of such Senior Notes (the “Authentication Order”), and the Trustee in accordance with such Authentication Order shall authenticate and deliver such Senior Notes directing the Trustee to authenticate the Senior Notes and certifying that all conditions precedent to the issuance of Senior Notes, if any, contained herein have been fully complied with, and the Trustee in accordance with such Authentication Order shall authenticate and deliver such Senior Notes. The Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of DDi Capital that it may reasonably request in connection with such authentication of Senior Notes. Such order shall specify the amount of Senior Notes to be authenticated and the date on which the original issue of Senior Notes is to be authenticated.

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Each Senior Note shall be dated the date of its authentication.

No Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

In case DDi Capital, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which DDi Capital shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Senior Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Senior Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Senior Notes surrendered for such exchange and of like Initial Principal Amount and Accreted Value; and the Trustee, upon DDi Capital’s request of the successor Person, shall authenticate and deliver Senior Notes as specified in such request for the purpose of such exchange. If Senior Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Senior Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Senior Notes at the time outstanding for Senior Notes authenticated and delivered in such new name.

The Trustee may appoint an authenticating agent acceptable to DDi Capital to authenticate Senior Notes on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Note Registrar or Paying Agent to deal with DDi Capital and its Affiliates hereunder.

SECTION 304. Temporary Senior Notes.

Pending the preparation of definitive Senior Notes, DDi Capital may execute, and upon Authentication Order the Trustee shall authenticate and deliver, temporary Senior Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination. Temporary Senior Notes shall be substantially of the tenor of the definitive Senior Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Senior Notes may determine, as conclusively evidenced by their execution of such Senior Notes.

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If temporary Senior Notes are issued, DDi Capital will cause definitive Senior Notes to be prepared without unreasonable delay. After the preparation of definitive Senior Notes, the temporary Senior Notes shall be exchangeable for definitive Senior Notes upon surrender of the temporary Senior Notes at the office or agency of DDi Capital designated for such purpose pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Senior Notes, DDi Capital shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Senior Notes of authorized denominations. Until so exchanged, the temporary Senior Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Senior Notes.

SECTION 305. Registration, Registration of Transfer and Exchange

DDi Capital shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, DDi Capital shall provide for the registration of Senior Notes and of transfers of Senior Notes. The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the Trustee in such capacity, together with any successor of the Trustee in such capacity, the “Note Registrar”) for the purpose of registering Senior Notes and transfers of Senior Notes as herein provided.

Upon surrender for registration of transfer of any Senior Note at the office or agency of DDi Capital designated pursuant to Section 1002, DDi Capital shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Senior Notes of any authorized denomination or denominations of a like aggregate principal amount.

Furthermore, any Holder of a Global Senior Note shall, by acceptance of such Global Senior Note, agree that transfers of beneficial interests in such Global Senior Note may be effected only through a book entry system maintained by the Holder of such Global Senior Note (or its agent) and that ownership of a beneficial interest in the Global Senior Note shall be required to be reflected in a book entry. At the option of the Holder, Senior Notes may be exchanged for other Senior Notes of any authorized denomination of Initial Principal Amount (not less than $1,000) and of a like aggregate Initial Principal Amount and Accreted Value, upon surrender of the Senior Notes to be exchanged at such office or agency. Whenever any Senior Notes are so surrendered for exchange, DDi Capital shall execute, and the Trustee shall authenticate and deliver, the Senior Notes which the Holder making the exchange is entitled to receive.

All Senior Notes issued upon any registration of transfer or exchange of Senior Notes shall be the valid obligations of DDi Capital, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Senior Notes surrendered upon such registration of transfer or exchange.

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Every Senior Note presented or surrendered for registration of transfer or for exchange shall (if so required by DDi Capital or the Note Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to DDi Capital and the Note Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange or redemption of Senior Notes, but DDi Capital may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Senior Notes, other than exchanges pursuant to Section 304, 906, 1012, 1013 or 1108, not involving any transfer.

The Register shall be in written form in the English language or in any other form including computerized records, capable of being converted into such form within a reasonable time.

SECTION 306. Book-Entry Provisions for Global Senior Notes.

(a) Each Global Senior Note initially shall (i) be registered in the name of the Depositary for such Global Senior Note or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear a legend as set forth in Section 202.

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Senior Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Senior Note, and the Depositary may be treated by DDi Capital, the Trustee and any agent of DDi Capital or the Trustee as the absolute owner of such Global Senior Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent DDi Capital, the Trustee or any agent of DDi Capital or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Senior Note.

(b) Transfers of a Global Senior Note shall be limited to transfers of such Global Senior Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Senior Note may be transferred in accordance with the rules and procedures of the Depositary. If required to do so pursuant to any applicable law or regulation, beneficial owners may obtain Physical Senior Notes in exchange for their beneficial interests in a Global Senior Note upon written request in accordance with the Depositary’s and the Registrar’s procedures. In addition, Physical Senior Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Senior Note if (i) the Depositary notifies DDi Capital that it is unwilling or unable to continue as Depositary for such Global Senior Note or the Depositary ceases to be a clearing agency registered under the Exchange Act, at a time when the Depositary is required to be so registered in order to act as Depositary, and in each case a successor depositary is not appointed by DDi

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Capital within 90 days of such notice or, (ii) DDi Capital executes and delivers to the Trustee and Note Registrar an Officers’ Certificate stating that such Global Senior Note shall be so exchangeable or (iii) an Event of Default has occurred and is continuing and the Note Registrar has received a request from the Depositary.

(c) In connection with any transfer of a portion of the beneficial interest in a Global Senior Note pursuant to subsection (b) of this Section to beneficial owners who are required to hold Physical Senior Notes, the Note Registrar shall reflect on its books and records the date and a decrease in the Initial Principal Amount of such Global Senior Note in an amount equal to the Initial Principal Amount of the beneficial interest in the Global Senior Note to be transferred, and Holdings shall execute, and the Trustee shall authenticate and deliver, one or more Physical Senior Notes of like tenor and amount.

(d) In connection with the transfer of an entire Global Senior Note to beneficial owners pursuant to subsection (b) of this Section, such Global Senior Note shall be deemed to be surrendered to the Trustee for cancellation, and Holdings shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Senior Note, an equal aggregate principal amount of Physical Senior Notes of authorized denominations.

(e) Any Physical Senior Note delivered in exchange for an interest in a Global Senior Note pursuant to subsection (c) or subsection (d) of this Section shall, except as otherwise provided by paragraph (c) of Section 307, bear the applicable legend regarding transfer applicable to the Physical Senior Note set forth in Section 202.

(f) The registered holder of a Global Senior Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Senior Notes.

SECTION 307. Special Transfer Provisions.

(a) The Note Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 307. Holdings shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Note Registrar.

(b) No Obligation of the Trustee: (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Senior Note, a member of, or a participant in the Depository or other Person with respect to any ownership interest in the Senior Notes, with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Senior Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Senior Notes shall be given or made only to the registered Holders (which shall be the

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Depository or its nominee in the case of a Global Senior Note). The rights of beneficial owners in any Global Senior Note in global form shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected and indemnified pursuant to Section 607 in relying upon information furnished by the Depository with respect to any beneficial owners, its members and participants. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Senior Note (including without limitation any transfers between or among Depository participants, members or beneficial owners in any Global Senior Note) other than to require delivery of such certificates and other documentation of evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 308. Mutilated, Destroyed, Lost and Stolen Senior Notes.

If (i) any mutilated Senior Note is surrendered to the Trustee, or (ii) DDi Capital and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Senior Note, and there is delivered to DDi Capital and the Trustee such security or indemnity, in each case, as may be required by them to save each of them harmless, then, in the absence of notice to DDi Capital or the Trustee that such Senior Note has been acquired by a bona fide purchaser, DDi Capital shall execute and upon Authentication Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Senior Note or in lieu of any such destroyed, lost or stolen Senior Note, a new Senior Note of like tenor, Initial Principal Amount and Accreted Value, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Senior Note has become or is about to become due and payable, DDi Capital in its discretion may, instead of issuing a new Senior Note, pay such Senior Note.

Upon the issuance of any new Senior Note under this Section, DDi Capital may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) in connection therewith.

Every new Senior Note issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Senior Note shall constitute an original additional contractual obligation of DDi Capital and any other obligor upon the Senior Notes, whether or not the mutilated, destroyed, lost or stolen Senior Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Senior Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Senior Notes.

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SECTION 309. Payment of Cash Interest; Interest Rights Preserved.

Interest on any Senior Note which is payable in cash, and is punctually paid in cash or duly provided for, on any Interest Payment date shall be paid to the Person in whose name such Senior Note (or one or more Predecessor Senior Notes) is registered at the close of business on the Record Date for such interest at the office or agency of DDi Capital maintained for such purpose pursuant to Section 1002; provided, however, that each installment of cash interest may at DDi Capital’s option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 310, to the address of such Person as it appears in the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee.

Any cash interest on any Senior Note which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable to the Holder on the Record Date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Senior Notes (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) shall be paid in cash by DDi Capital, at its election in each case, as provided in clause (a) or (b) below:

(a) DDi Capital may elect to make payment in cash of any Defaulted Interest to the Persons in whose names the Senior Notes (or their respective Predecessor Senior Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. DDi Capital shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid in cash on each Senior Note and the date (not less than 30 days after such notice) of the proposed cash payment (the “Special Interest Payment Date”), and at the same time DDi Capital shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a record date (the “Special Record Date”) for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the Special Interest Payment Date and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify DDi Capital of such Special Record Date, and in the name and at the expense of DDi Capital, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in the manner provided for in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Senior Notes (or their respective Predecessor Senior Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b).

(b) DDi Capital may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Senior

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Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by DDi Capital to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Senior Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Senior Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Senior Note.

SECTION 310. Persons Deemed Owners.

Prior to the due presentment of a Senior Note for registration of transfer, DDi Capital, the Trustee and any agent of DDi Capital or the Trustee may treat the Person in whose name such Senior Note is registered as the owner of such Senior Note for the purpose of receiving payment of principal of and (subject to Sections 305 and 309) interest on such Senior Note and for all other purposes whatsoever, whether or not such Senior Note be overdue, and none of DDi Capital, the Trustee nor any agent of DDi Capital or the Trustee shall be affected by notice to the contrary.

SECTION 311. Cancellation.

All Senior Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. If DDi Capital shall acquire any of the Senior Notes other than as set forth in the preceding sentence, the acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Senior Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 311. No Senior Notes shall be authenticated in lieu of or in exchange for any Senior Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Senior Notes held by the Trustee shall be destroyed by the Trustee and the Trustee shall send a certificate of such destruction to DDi Capital.

SECTION 312. Computation of Interest.

Interest on the Senior Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 313. CUSIP Numbers.

DDi Capital in issuing Senior Notes may use “CUSIP” numbers (if then generally in use) in addition to serial numbers; if so, the Trustee shall use such “CUSIP” numbers in addition to serial numbers in notices of redemption and repurchase as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such CUSIP numbers, either as printed on the Senior Notes or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or other identification numbers printed on the Senior Notes, and any such redemption or repurchase shall not be affected by any defect in or omission of such CUSIP numbers. DDi Capital will promptly notify the Trustee of any change in the CUSIP numbers.

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ARTICLE FOUR. SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

This Indenture shall upon DDi Capital’s request cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Senior Notes expressly provided for herein or pursuant hereto) and the Trustee, at the expense of DDi Capital, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when

(i) either (A) all Senior Notes theretofore authenticated and delivered (other than (1) Senior Notes which have been lost, stolen or destroyed and which have been replaced or paid as provided in Section 308 and (2) Senior Notes for whose payment in full money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by DDi Capital and thereafter repaid to DDi Capital or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (B) all Senior Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise; or (2) will become due and payable at their Stated Maturity within one year; and DDi Capital in the case of (1) or (2) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in cash or Government Obligations sufficient to pay and discharge the entire indebtedness on such Senior Notes not theretofore delivered to the Trustee for cancellation, for Accreted Value and interest to the date of such deposit (in the case of Senior Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(ii) no Default or Event of Default with respect to this Indenture or the Senior Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument or agreement to which DDi Capital is a party or by which it is bound;

(iii) DDi Capital has paid or caused to be paid all sums payable hereunder by DDi Capital in connection with all the Senior Notes including all fees and expenses of the Trustee;

(iv) DDi Capital has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of such Senior Notes at maturity or the Redemption Date, as the case may be; and

(v) DDi Capital has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture and the termination of DDi Capital’s obligation hereunder have been satisfied.

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Notwithstanding the satisfaction and discharge of this Indenture, the obligations of DDi Capital under Section 607 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (i) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive any such satisfaction and discharge.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Senior Notes and this Indenture, to the payment, either directly or through any Paying Agent (including DDi Capital acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the Accreted Value and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Obligations in accordance with Section 401 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, DDi Capital’s obligations under this Indenture and the Senior Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 401; provided that if DDi Capital has made any payment of principal of, premium, if any, or interest on any Senior Notes because of the reinstatement of its obligations, DDi Capital shall be subrogated to the rights of the Holders of such Senior Notes to receive such payment from the money or Government Obligations held by the Trustee or Paying Agent.

ARTICLE FIVE. REMEDIES

SECTION 501. Events of Default.

“Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i) a default in any payment of interest on any Senior Note at the time and in the manner due, continued for 30 days;

(ii) a default in the payment of principal of any Senior Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

(iii) the failure by DDi Capital to comply for 30 days after the notice specified below with any of its obligations under Article Eight and Sections 1006 through 1015 ( other than a failure to purchase Senior Notes when required under Sections 1012 and 1013 which shall constitute an Event of Default under clause (ii) above);

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(iv) the failure by DDi Capital to comply for 60 days after the notice specified below with any of its other covenants or agreements contained in this Indenture or the Senior Note (other than those referred to in (i), (ii) or (iii) above);

(v) Indebtedness of DDi Capital or any Restricted Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $3.75 million, whether such Indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay any portion of the principal of such Indebtedness when due and payable or shall have resulted in such Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable;

(vi) DDi Capital or any Significant Subsidiary pursuant to or within the meaning of any applicable bankruptcy law:

(A) commences a voluntary case;

(B) consents to the entry of an order for relief against it in an involuntary case;

(C) consents to the appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official for all or substantially all of its property;

(D) makes a general assignment for the benefit of its creditors;

(E) admits in writing its inability to pay its debts generally as they become due;

(F) takes corporate action in furtherance of any of this subsection (A)-(E);

or takes any comparable action under any foreign laws relating to insolvency; or

(vii) a court of competent jurisdiction enters an order or decree under any applicable bankruptcy law, and such order or decree remains unstayed and in effect for 90 consecutive days that:

(A) is for relief against DDi Capital or any Significant Subsidiary in an involuntary case;

(B) appoints a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of DDi Capital or any Significant Subsidiary for all or substantially all of its property; or

(C) orders the winding up or liquidation of DDi Capital or any Significant Subsidiary;

or any similar relief is granted under any foreign laws and such order or decree remains unstayed and in effect for 90 consecutive days; or

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(viii) any judgment or decree for the payment of money in excess of $3.75 million is rendered against DDi Capital or any Significant Subsidiary and such judgment or decree remains undischarged or unstayed for a period of 60 days after such judgment becomes final and non-appealable;

A default under clauses (iii) and (iv) will not constitute an Event of Default until the Trustee or the holders of 25% in Accreted Value of the outstanding Senior Notes notify DDi Capital of the default and DDi Capital does not cure such default within the time specified in clauses (iii) and (iv) after receipt of such notice. Such notice must specify the Default, demand that it is to be remedied and state that such notice is a “Notice of Default.”

DDi Capital shall also deliver to the Trustee, within 10 days after the occurrence thereof, written notice of any events that with the giving of notice or the passage of time or both would become an Event of Default under clause (iii), (iv) or (vii) above, their status and what action DDi Capital is taking or proposes to take in respect thereof.

If a Default occurs and is continuing and is known to the Trustee, the Trustee must mail to each holder notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of Accreted Value or cash interest on any Senior Note, the Trustee may withhold notice if and so long as a committee of its Trust officers in good faith determines that withholding notice is in the interests of the Holders of the Senior Notes.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than by reason of an Event of Default specified in Section 501(vi) or 501(vii)) occurs and is continuing, the Trustee by notice to DDi Capital or the Holders of at least 25% in Accreted Value of the applicable Senior Notes outstanding may declare the Accreted Value and accrued and unpaid interest and any other monetary obligations on all such then outstanding Senior Notes to be due and payable immediately, by a notice in writing to DDi Capital (and to the Trustee if given by Holders). Upon the effectiveness of such declaration, such Accreted Value and interest will be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 501(vi) or 501(vii) occurs and is continuing, then the Accreted Value and accrued and unpaid interest and any other monetary obligations on all outstanding Senior Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

The Holders of a majority in Accreted Value of the outstanding Senior Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of Accreted Value or interest that has become due solely because of acceleration. The Trustee may rely upon such notice of rescission without any independent investigation as to the satisfaction of the conditions in the preceding sentence. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

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SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

If an Event of Default specified in Section 501(i) or 501(ii) occurs and is continuing, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against DDi Capital or any other obligor upon the Senior Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of DDi Capital or any other obligor upon the Senior Notes, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders under this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy, subject however to Section 513. No recovery of any such judgment upon any property of DDi Capital shall affect or impair any rights, powers or remedies of the Trustee or the Holders.

SECTION 504. Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to DDi Capital or any other obligor, upon the Senior Notes or the property of DDi Capital or of such other obligor or their creditors, the Trustee (irrespective of whether the Accreted Value of the Senior Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on DDi Capital for the payment of overdue Accreted Value or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of Accreted Value and interest owing and unpaid in respect of the Senior Notes, to take such other actions (including participating as a member, voting or otherwise, of any official committee of creditors appointed in such matter) and to file such other papers or documents and take such other actions as the Trustee (including, participation as a member of any creditors committee) may deem necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due under Section 607.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Senior Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of such Holders, vote for the election of a trustee in bankruptcy or other similar official.

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SECTION 505. Trustee May Enforce Claims Without Possession of Senior Notes.

All rights of action and claims under this Indenture or the Senior Notes may be prosecuted and enforced by the Trustee without the possession of any of the Senior Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Senior Notes in respect of which such judgment has been recovered.

SECTION 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Senior Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due under Section 607;

SECOND: To the payment of the amounts then due and unpaid for Accreted Value and interest on the Senior Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Senior Notes for Accreted Value and interest, respectively; and

THIRD: The balance, if any, to the Person or Persons entitled thereto, including DDi Capital or any other obligor on the Senior Notes, as their interests may appear or as a court of competent jurisdiction may direct, provided that all sums due and owing to the Holders and the Trustee have been paid in full as required by this Indenture.

SECTION 507. Limitation on Suits.

Except to enforce the right to receive payment of Accreted Value or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Senior Notes unless:

(i) such holder has previously given the Trustee notice that an Event of Default is continuing;

(ii) holders of at least 25% in Accreted Value of the outstanding Senior Notes have requested the Trustee to pursue the remedy;

(iii) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

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(iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(v) the holders of a majority in Accreted Value of the outstanding Senior Notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any Senior Note to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture or any Senior Note, except in the manner herein provided and for the equal and ratable benefit of all the Holders.

SECTION 508. Unconditional Right of Holders to Receive Accreted Value and Interest.

Notwithstanding any other provision in this Indenture the Holder of any Senior Note shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article Eleven) and in such Senior Note of the Accreted Value of and (subject to Section 309) interest on such Senior Note on the respective Stated Maturities expressed in such Senior Note (or, in the case of redemption or repurchase, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, DDi Capital, any other obligor on the Senior Notes, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Senior Notes in the last paragraph of Section 308, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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SECTION 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be

SECTION 512. Control by Holders.

Subject to certain restrictions, the holders of a majority in Accreted Value of the outstanding Senior Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee, provided that

(i) such direction shall not be in conflict with any rule of law or the Indenture;

(ii) the Trustee need not take any action which might be unduly prejudicial to the rights of any other Holder or would involve the Trustee in personal liability; and

(iii) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

SECTION 513. Waiver of Past Defaults.

Subject to Sections 508 and 902, the Holders of a majority in aggregate Accreted Value of the outstanding Senior Notes (including consents obtained in connection with a tender offer or exchange offer for the Senior Notes) may on behalf of the Holders of all the Senior Notes, by written notice to the Trustee, waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on or the Accreted Value of any such Senior Note held by a non-consenting Holder, or in respect of a covenant or a provision which cannot be amended or modified without the consent of all Holders.

In the event that any Event of Default specified in Section 501(v) shall have occurred and be continuing, such Event of Default and all consequences thereof (including without limitation any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Senior Notes, if within 30 days after such Event of Default arose (i) the Indebtedness that is the basis for such Event of Default has been discharged, or (ii) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or (iii) if the Default that is the basis for such Event of Default has been cured.

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Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

SECTION 514. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Senior Note by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in Accreted Value of the outstanding Senior Notes, or to any suit instituted by any Holder for the enforcement of the payment of the Accreted Value of or interest on any Senior Note on or after the respective Stated Maturities expressed in such Senior Note (or, in the case of redemption, on or after the Redemption Date).

ARTICLE SIX. THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

(a) Except during the continuance of a Default or an Event of Default, (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and the Trustee should not be liable except for the performance of such duties as specifically set forth in the Indenture and no others; and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof.

(b) In case a Default or an Event of Default has occurred and is continuing of which a Trust Officer of the Trustee has actual knowledge or of which written notice of such Default or Event of Default shall have been given to the Trustee of DDi Capital, any other obligor of the Senior Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

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(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate Accreted Value of the outstanding Senior Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

(iv) the Trustee shall not be required to examine any of the reports, information or documents filed with it pursuant to Section 1014 to determine whether there has been any breach of the covenants of DDi Capital set forth in Sections 1004 through 1021.

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the TIA.

SECTION 602. Notice of Defaults.

Within 90 days after the occurrence of any Default hereunder, the Trustee shall transmit in the manner and to the extent provided in TIA Section 313(c), notice of such Default hereunder actually known to a Trust Officer of the Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of the Accreted Value of or interest on any Senior Note, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Trust Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders. Notwithstanding anything to the contrary expressed in this Indenture, the Trustee shall not be deemed to have knowledge of any Default or Event of Default hereunder unless and until the Trustee shall have received written notice thereof from DDi Capital at its principal Corporate Trust Office as specified in Section 105, except in the case of an Event of Default under Sections 501(i) or 501(ii) (provided that the Trustee is the Paying Agent).

SECTION 603. Certain Rights of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

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(b) Subject to the provisions of TIA Sections 315(a) through 315(d): (i) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon (whether in its original or facsimile form) any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Trustee need not investigate any fact or matter stated in the documents;

(ii) any request or direction of DDi Capital mentioned herein shall be sufficiently evidenced by a DDi Capital request or Authentication Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(iii) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith or willful misconduct on its part, request and rely upon an Officers’ Certificate or an Opinion of Counsel and shall not liable for any action it takes or omits to take in good faith reliance on such Officer’s Certificate or Opinion of Counsel;

(iv) the Trustee may consult with counsel of its selection and any advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(v) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses, losses and liabilities which might be incurred by it in compliance with such request or direction;

(vi) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of DDi Capital, personally or by agent or attorney;

(vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and

(viii) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.

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(c) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

SECTION 604. Trustee Not Responsible for Recitals or Issuance of Senior Notes.

The recitals contained herein and in the Senior Notes, except for the Trustee’s certificates of authentication, shall be taken as the statements of DDi Capital, and the Trustee assumes no responsibility for their correctness and it shall not be responsible for DDi Capital’s use of the proceeds from the Senior Notes. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Senior Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Senior Notes and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to DDi Capital are true and accurate, subject to the qualifications set forth therein. The Trustee shall not be accountable for the use or application by DDi Capital of the proceeds of the Senior Notes.

SECTION 605. May Hold Senior Notes.

The Trustee, any Paying Agent, any Note Registrar, any Authenticating Agent or any other agent of DDi Capital or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Senior Notes and, subject to TIA Sections 310(b) and 311, may otherwise deal with DDi Capital with the same rights it would have if it were not Trustee, Paying Agent, Note Registrar, Authenticating Agent or such other agent.

SECTION 606. Money Held in Trust.

All moneys received by the Trustee shall, until used or applied as herein provided, be held in trust hereunder for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with DDi Capital.

SECTION 607. Compensation and Reimbursement.

DDi Capital agrees

(i) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between DDi Capital and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

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(ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, consultants and counsel and costs and expenses of collection on the Senior Notes and enforcement and administration of any right or remedy or observing any of its duty under this Indenture), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(iii) to indemnify each of the Trustee or any predecessor Trustee (and each of their respective directors, officers, stockholders, employees and agents) for, and to hold them harmless against, (a) any and all loss, damage, claim, liability or expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of this trust, and (b) the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of the Trustee’s powers or duties hereunder.

The obligations of DDi Capital under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of DDi Capital, the Trustee shall have a lien, for its benefit, prior to the Holders of the Senior Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of Accreted Value or interest on particular Senior Notes.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(vi) or (vii), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section shall survive the termination of this Indenture.

SECTION 608. Corporate Trustee Required; Eligibility.

There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1), and which may have an office in The City of New York and shall have a combined capital and surplus of at least $50,000,000. If the Trustee does not have an office in The City of New York, the Trustee may appoint an agent in The City of New York reasonably acceptable to DDi Capital to conduct any activities which the Trustee may be required under this Indenture to conduct in The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 608, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 608, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

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SECTION 609. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of this Section.

(b) The Trustee may resign at any time by giving written notice thereof to DDi Capital. Upon receiving such notice of resignation, DDi Capital shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors, a copy of which shall be delivered to the resigning Trustee and a copy to the successor trustee. If an instrument of acceptance required by this Section shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of DDi Capital, any court of competent jurisdiction for the appointment of a successor Trustee.

(c) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the outstanding Senior Notes, delivered to the Trustee and to DDi Capital. The Trustee so removed may, at the expense of DDi Capital, petition any court of competent jurisdiction for the appointment of a successor Trustee if no successor Trustee is appointed within 30 days of such removal.

(d) If at any time:

(i) the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by DDi Capital or by any Holder who has been a bona fide Holder of a Senior Note for at least six months, or

(ii) the Trustee shall cease to be eligible under Section 608 and shall fail to resign after written request therefor by DDi Capital or by any Holder who has been a bona fide Holder of a Senior Note for at least six months, or

(iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a custodian of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) DDi Capital, by a Board Resolution, may remove the Trustee, or (B) subject to TIA Section 315(e), any Holder who has been a bona fide Holder of a Senior Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, DDi Capital, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of

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the Holders of a majority in principal amount of the outstanding Senior Notes delivered to DDi Capital and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by DDi Capital. If no successor Trustee shall have been so appointed by DDi Capital or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Senior Note for at least six months may, at the expense of DDi Capital on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f) DDi Capital shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders of Senior Notes in the manner provided for in Section 106. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 610. Acceptance of Appointment by Successor.

Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to DDi Capital and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of DDi Capital or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Notwithstanding the replacement of the Trustee pursuant to this Section 610, DDi Capital’s obligations under Section 607 shall continue for the benefit of the retiring Trustee with regard to expenses and liabilities incurred by it and compensation earned by it prior to such replacement or otherwise under the Indenture. Upon request of any such successor Trustee, DDi Capital shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 611. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Senior Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Senior Notes so authenticated with the same effect as if such

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successor Trustee had itself authenticated such Senior Notes. In case at that time any of the Senior Notes shall not have been authenticated, any successor Trustee may authenticate such Senior Notes either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Senior Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

SECTION 612. Trustee’s Application for Instructions from DDi Capital.

Any application by the Trustee for written instructions from DDi Capital may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. Subject to Section 610, the Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of DDi Capital actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

ARTICLE SEVEN. HOLDERS LISTS AND REPORTS BY TRUSTEE AND HOLDINGS

SECTION 701. DDi Capital to Furnish Trustee Names and Addresses.

DDi Capital will furnish or cause to be furnished to the Trustee (a) quarterly, not more than 10 days after each Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Record Date; and (b) at such other times as the Trustee may reasonably request in writing, within 30 days after receipt by DDi Capital of any such request, a list of similar form and content to that in Subsection (a) hereof as of a date not more than 15 days prior to the time such list is furnished; provided, however, that if and so long as the Trustee shall be the Note Registrar, no such list need be furnished.

SECTION 702. Disclosure of Names and Addresses of Holders.

Every Holder of Senior Notes, by receiving and holding the same, agrees with DDi Capital and the Trustee that none of DDi Capital or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b)

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SECTION 703. Reports by Trustee.

Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Senior Notes, the Trustee shall transmit to the Holders, in the manner and to the extent provided in TIA Section 313(c), a brief report dated as of such May 15 if required by TIA Section 313(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including DDi Capital’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officer’s Certificates).

The Trustee also shall comply with TIA Section 313(b). A copy of each report at the time of its mailing to Holders shall be filed by the Trustee with the SEC and each stock exchange (if any) on which the Senior Notes are listed. DDi Capital agrees to notify promptly the Trustee whenever the Senior Notes become listed on any stock exchange and of any delisting thereof.

ARTICLE EIGHT. MERGER, CONSOLIDATION, OR SALE OF ASSETS

SECTION 801. DDi Capital May Consolidate, Etc., Only on Certain Terms.

DDi Capital will not in a single transaction or series of related transactions consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to any Person, unless:

(i) the resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not DDi Capital) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of DDi Capital under the Senior Notes and hereunder;

(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;

(iii) immediately after giving effect to such transaction, DDi Capital or the Successor Company if DDi Capital is not the continuing obligor under this Indenture would at the time of such transaction or series of transactions, after giving pro forma effect to such transaction have a Consolidated Net Worth not less than that of DDi Capital immediately prior to the transaction; and

(iv) DDi Capital shall have delivered to the Trustee (A) an Officers’ Certificate, stating that (1) such Officers are not aware of any Default or Event of Default that shall have happened and be continuing and (2) such consolidation, merger or transfer and such supplemental indenture comply with this Indenture; provided that no Officers’ Certificate will be required as to matters described in clause (A)(1) of this clause (iv) for a consolidation, merger or transfer

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described in the last paragraph of this Section 801, and (B) an Opinion of Counsel, stating that such consolidation, merger or transfer and such supplemental indenture comply with this Indenture, both in the form required by this Indenture; provided that (1) in giving such opinion such counsel may rely on such officer’s certificate as to any matters of fact (including without limitation as to compliance with the foregoing clauses (ii) and (iii)), and (2) no Opinion of Counsel will be required for a consolidation, merger or transfer described in the last paragraph of this Section 801.

Notwithstanding the foregoing clauses (ii) and (iii), (x) DDi Capital may consolidate with or merge with or into, or convey or transfer all or substantially all its assets, subject to all liabilities, including the Senior Notes, to a Wholly-Owned Subsidiary of DDi Capital in which case, such Wholly-Owned Subsidiary will succeed to, and be substituted for, and may exercise every right and power of, DDi Capital under the Indenture and thereafter DDi Capital shall be released from all obligations and covenants thereunder, (y) any Restricted Subsidiary of DDi Capital may consolidate with, merge into or transfer all or part of its properties and assets to DDi Capital and (z) DDi Capital may merge with an Affiliate incorporated solely for the purpose of reincorporating DDi Capital in another jurisdiction to realize tax or other benefits.

SECTION 802. Successor Substituted.

Upon any consolidation of DDi Capital with or merger of DDi Capital with or into any other corporation or any conveyance, transfer, lease or other disposition of all or substantially all of the assets of DDi Capital to any Person in accordance with Section 801, the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, DDi Capital hereunder and thereafter the predecessor shall be released from all obligations and covenants hereunder, but, in the case of conveyance, transfer or lease of all or substantially all its assets (other than pursuant to the last paragraph under Section 801), the predecessor will not be released from the obligation to pay the Accreted Value of and interest on the Senior Notes.

ARTICLE NINE. SUPPLEMENTS AND AMENDMENTS TO INDENTURE

SECTION 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, DDi Capital and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(i) to cure any ambiguity, omission, defect or inconsistency;

or

(ii) to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes (provided that the uncertificated Senior Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Senior Notes are described in Section 163(f)(2)(B) of the Code); or

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(iii) to add Guarantees with respect to the Senior Notes; or

(iv) to provide for the assumption by a successor corporation, partnership, trust or limited liability company of the obligations of DDi Capital hereunder; or

(v) to secure the Senior Notes; or

(vi) to add to the covenants of DDi Capital for the benefit of the Holders or to surrender any right or power conferred upon DDi Capital; or

(vii) to make any other change that does not adversely affect the rights of any Holder; or

(viii) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA.

SECTION 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of at least a majority in Accreted Value of the outstanding Senior Notes (including consents obtained in connection with a tender offer or exchange offer for the Senior Notes), DDi Capital, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture; provided, however, that the provisions of Section 1006(b)(vi)(C) may be amended with the consent of Holders of at least 33  ¹/3% in Accreted Value of the outstanding Senior Notes or two Holders in number (regardless of the Accreted Value of the outstanding Senior Notes held by such Holders), and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Senior Note affected thereby (with respect to any Senior Notes held by a nonconsenting Holder of the Senior Notes):

(i) reduce the Accreted Value of Senior Notes whose Holders must consent to an amendment; or

(ii) reduce the stated rate of or extend the stated time for payment of interest on any Senior Note; or

(iii) reduce the Initial Principal Amount or Accreted Value of or extend the Stated Maturity of any Senior Note; or

(iv) reduce the premium payable upon the redemption or repurchase of any Senior Note or change the time at which any Note may be redeemed as described in Section 1101; or

(v) make any Senior Note payable in money other than that stated in the Senior Note; or

(vi) impair the right of any Holder to receive payment of Accreted Value of and interest on such Holder’s Senior Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Senior Notes; or

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(vii) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions.

The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment or supplemental indenture. It is sufficient if such consent approves the substance of the proposed amendment or supplemental indenture.

SECTION 903. Execution of Supplemental Indentures.

The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities, as determined by the Trustee in its sole discretion under this Indenture or otherwise. In signing or refusing to sign any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.

SECTION 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Senior Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby (except as provided in Section 902).

SECTION 905. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to the Article shall conform to the requirements of the TIA as then in effect.

SECTION 906. Reference in Senior Notes to Supplemental Indentures.

Senior Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If DDi Capital or the Trustee shall so determine, new Senior Notes so modified as to conform to any such supplemental indenture may be prepared and executed by DDi Capital, and DDi Capital shall issue and the Trustee shall authenticate a new Senior Note that reflects the changed terms, the cost and expense of which will be borne by DDi Capital in exchange for outstanding Senior Notes.

SECTION 907. Notice of Supplemental Indentures.

Promptly after the execution by DDi Capital and the Trustee of any supplemental

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indenture pursuant to the provisions of Section 902, DDi Capital shall give notice thereof to the Holders of each outstanding Senior Note affected, in the manner provided for in Section 106, setting forth in general terms the substance of such supplemental indenture. The failure to give such notice to all the Holders, or any defect therein, will not impair or affect the validity of the supplemental indenture.

ARTICLE TEN. COVENANTS

SECTION 1001. Payment of Accreted Value and Interest.

DDi Capital covenants and agrees for the benefit of the Holders that it will duly and punctually pay the Accreted Value of and interest on the Senior Notes in accordance with the terms of the Senior Notes and this Indenture.

SECTION 1002. Maintenance of Office or Agency.

DDi Capital will maintain in The City of New York an office or agency where the Senior Notes may be presented or surrendered for payment (“Paying Agent”), where, if applicable, the Senior Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon DDi Capital in respect of the Senior Notes and this Indenture may be served. The corporate trust office of the Trustee shall be the Corporate Trust Office, unless DDi Capital shall designate and maintain some other office or agency for one or more of such purposes. DDi Capital will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time DDi Capital shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and DDi Capital hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

DDi Capital may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Senior Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve DDi Capital of its obligation to maintain an office or agency in The City of New York for such purposes. DDi Capital will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

SECTION 1003. Money for Note Payments to Be Held in Trust.

If DDi Capital shall at any time act as its own Paying Agent, it will, on or before each due date of the Accreted Value of or interest on any of the Senior Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the Accreted Value of or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure to so act.

Whenever DDi Capital shall have one or more Paying Agents for the Senior Notes, it

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will, on or before each due date of the Accreted Value of or interest on any Senior Notes, deposit with a Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such deposit is required to be made) that shall be available to the Trustee by 10:00 a.m. Eastern Standard Time on such due date sufficient to pay the Accreted Value of and/or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such Accreted Value and/or interest, and (unless such Paying Agent is the Trustee) DDi Capital will promptly notify the Trustee of such action or any failure to so act.

DDi Capital will cause each Paying Agent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(i) hold all sums held by it for the payment of Accreted Value of or interest on Senior Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(ii) give the Trustee notice of any default by DDi Capital (or any other obligor upon the Senior Notes) in the making of any Accreted Value or interest; and

(iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

DDi Capital may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Authentication Order direct any Paying Agent to pay, to the Trustee all sums held in trust by DDi Capital or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by DDi Capital or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

Any money deposited with the Trustee or any Paying Agent, or then held by DDi Capital, in trust for the payment of the Accreted Value of or interest on any Senior Note and remaining unclaimed for two years after such Accreted Value or interest has become due and payable shall be paid to DDi Capital on DDi Capital Request, or (if then held by DDi Capital) shall be discharged from such trust; and the Holder of such Senior Note shall thereafter, as an unsecured general creditor, look only to DDi Capital for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of DDi Capital as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment to DDi Capital, may at the expense of DDi Capital cause to be published once, in a leading daily newspaper (if practicable, The Wall Street Journal (Eastern Edition)) printed in the English language and of general circulation in New York City, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to DDi Capital.

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SECTION 1004. Corporate Existence.

Subject to Article Eight, DDi Capital will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and that of each Restricted Subsidiary and the corporate rights (charter and statutory) licenses and franchises of DDi Capital and each Restricted Subsidiary; provided, however, that DDi Capital shall not be required to preserve any such existence (except for DDi Capital), right, license or franchise if the Board of Directors of DDi Capital shall determine that the preservation thereof is no longer desirable in the conduct of the business of DDi Capital and each of its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not, and will not be, disadvantageous in any material respect to the Holders.

SECTION 1005. Payment of Taxes and Other Claims.

DDi Capital will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges levied or imposed upon DDi Capital or any Subsidiary or upon the income, profits or property of DDi Capital or any Subsidiary and (ii) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a material liability or lien upon the property of DDi Capital or any Restricted Subsidiary; provided, however, that DDi Capital shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of DDi Capital) are being maintained in accordance with GAAP.

DDi Capital shall comply, and shall cause each of its Restricted Subsidiaries to comply, with all applicable statutes, rules, regulations, orders and restrictions of the United States of America, all states and municipalities thereof, and of any governmental regulatory authority, in respect of the conduct of their respective businesses and the ownership of their respective properties, except for such noncompliances as would not in the aggregate have a material adverse effect on the financial condition or results of operations of DDi Capital and its Restricted Subsidiaries, taken as a whole.

SECTION 1006. Limitation on Restricted Payments.

(a) DDi Capital shall not, and shall not permit any of its Restricted Subsidiaries, directly or indirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock except (A) dividends or distributions payable in its Capital Stock (other than Disqualified Stock), and (B) dividends or distributions payable to DDi Capital or a Restricted Subsidiary of DDi Capital (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of Capital Stock on a pro rata basis), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of DDi Capital held by Persons other than a Restricted Subsidiary of DDi Capital or any Capital Stock of a Restricted Subsidiary of DDi Capital held by any Affiliate of DDi Capital, other than another Restricted Subsidiary (in either case, other than in exchange for its Capital Stock (other than Disqualified Stock)), (iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than the

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purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition) or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment being herein referred to in clauses (i) through (iv) as a “Restricted Payment”), if at the time DDi Capital or such Restricted Subsidiary makes such Restricted Payment: (1) a Default or an Event of Default shall have occurred and be continuing (or would result therefrom); or (2) the Company is not able to incur an additional $1.00 of Indebtedness pursuant to Section 1008; or (3) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date would exceed the sum of: (A) 50% of the Consolidated Net Income (x) of DDi Capital in the case of any Restricted Payment made by DDi Capital or (y) of the Company and its Restricted Subsidiaries in the case of any Restricted Payment made by the Company or any of its Restricted Subsidiaries accrued during the period (treated as one accounting period) from, but excluding, the Issue Date to, but excluding, the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); (B) the aggregate net proceeds, including the fair market value of property other than cash (determined in good faith by the Board of Directors as evidenced by a certificate filed with the Trustee, except that in the event the value of any non-cash consideration shall be $10 million or more, the value shall be as determined in writing by an Independent Appraiser) received by DDi Capital from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other than net proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of DDi Capital or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from DDi Capital or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); (C) the amount by which Indebtedness of DDi Capital is reduced on DDi Capital’s balance sheet upon the conversion or exchange (other than by a Subsidiary of DDi Capital) subsequent to the Issue Date of any Indebtedness of DDi Capital convertible or exchangeable for Capital Stock of DDi Capital (less the amount of any cash, or other property, distributed by DDi Capital upon such conversion or exchange); (D) the amount equal to the net reduction in Investments made by DDi Capital or any of its Restricted Subsidiaries in any Person resulting from (i) repurchases or redemptions of such Investments by such Person, proceeds realized upon the sale of such Investment to an unaffiliated purchaser, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to DDi Capital or any Restricted Subsidiary of DDi Capital or (ii) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”) not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by DDi Capital or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount was included in the calculation of the amount of Restricted Payments; provided, however, that no amount shall be included under this clause (D) to the extent it is already included in Consolidated Net Income.

(b) The provisions of the foregoing paragraph (a) shall not prohibit: (i) any purchase or redemption of Capital Stock or Subordinated Obligations of DDi Capital or any Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of,

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Capital Stock of DDi Capital (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or pursuant to an employee stock ownership plan or similar trust to the extent such sale pursuant to such plan is financed by loans from DDi Capital or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that (A) such purchase or redemption shall be excluded in subsequent calculations of the amount of Restricted Payments and (B) the aggregate net proceeds from such sale shall be excluded from clause (3) (B) of paragraph (a); (ii) any purchase or redemption of Subordinated Obligations of DDi Capital made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of DDi Capital; provided, however, that such purchase or redemption shall be excluded in subsequent calculations of the amount of Restricted Payments; (iii) dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this provision; provided, however, that such dividend shall be included in subsequent calculations of the amount of Restricted Payments; (iv) payments for the purpose of, and in amounts equal to, amounts required to permit DDi Capital to redeem or repurchase Capital Stock of DDi Capital or the Parent from existing or former employees or management of DDi Capital or any Parent thereof or any Subsidiary or their assigns, estates or heirs, in each case in connection with an employee stock ownership plan or similar trust; provided that such redemption or repurchases pursuant to this clause shall not exceed $1.0 million (and such maximum amount shall be increased by the amount of any proceeds to the Company, Parent or DDi Capital from (x) sales of Capital Stock of DDi Capital to management employees subsequent to the Issue Date and (y) any “key- man” life insurance policies which are used to make such redemptions or repurchases) in the aggregate; provided, however, that such payments shall be included in the calculation of the amount of Restricted Payments; provided, further, that the cancellation of Indebtedness owing to DDi Capital, any Parent thereof or the Company from members of management in connection with a repurchase of Capital Stock of DDi Capital, Parent or the Company will not be deemed to constitute a Restricted Payment under the Indenture; (v) loans or advances made after the Issue Date to employees or directors of DDi Capital, Parent or any Subsidiary the proceeds of which are used to purchase Capital Stock of DDi Capital or any Parent thereof, in an aggregate amount not in excess of $1.0 million at any one time outstanding; provided, however, that such payments shall be included in the calculation of the amount of Restricted Payments; (vi) cash dividends to the Parent, if any, in an amount not to exceed in any fiscal year of DDI Capital the sum of (A) the amounts required for DDi Capital or the Parent to pay any Federal, state or local income taxes to the extent that such income taxes are attributable to the income of DDi Capital and its Subsidiaries, plus (B) the amounts required for DDi Capital or the Parent to pay franchise taxes and other fees required to maintain its legal existence, plus (C) an amount not to exceed $1,000,000 in any fiscal year to permit DDi Capital or the Parent to pay its corporate overhead expenses incurred and lawfully paid in maintaining its status as a public entity provided that the aggregate amount distributed pursuant to this Section 1006(b)(vi)(C) shall not exceed the aggregate amount of dividends distributed by the Company for such amounts pursuant to the Senior Credit Agreement, plus (D) so long as no Default or Event of Default shall have occurred and be continuing, an amount not to exceed $100,000 in the aggregate, to enable DDi Capital or the Parent to make payments to holders of its Capital Stock in lieu of issuance of fractional shares of its Capital Stock, plus (E) an aggregate amount not to exceed $500,000 plus accrued interest thereon to enable Parent to repay in full the Houlihan Lokey Note; provided, however, that such payments shall not be included in the calculation of the amount of Restricted Payments;

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and (vii) repurchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price hereof; provided, however, that such repurchases shall not be included in the calculation of the amount of Restricted Payments.

(c) Not later than the date of making any Restricted Payment, DDi Capital shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 1006 were computed, which calculations may be based upon DDi Capital’s latest available financial statements. The Trustee shall have no duty to recompute or recalculate or verify the accuracy of the information set forth in such Officers’ Certificate.

(d) DDi Capital will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except in compliance with the second to last sentence of the definition of “Unrestricted Subsidiary.”

SECTION 1007. Limitation on Indebtedness by DDi Capital.

(a) DDi Capital shall not Incur any Indebtedness, other than (i) the Indebtedness represented by or Incurred pursuant to (A) the Senior Notes, (B) the Senior Credit Agrement, (C) the Houlihan Lokey Note, and (D) Indebtedness of DDi Capital owing to and held by any Wholly-Owned Subsidiary if such Indebtedness is subordinated in right of payment to the Senior Notes and the proceeds thereof are not used to pay dividends to DDi Capital’s stockholders; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Wholly-Owned Subsidiary ceasing to be a Wholly-Owned Subsidiary or any subsequent transfer of any such Indebtedness (except to DDi Capital or a Wholly- Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by DDi Capital and (ii) Indebtedness (other than Indebtedness described in clauses (i)(A)–(D) above) in a principal amount which, when taken together with the aggregate principal amount of all other Indebtedness Incurred pursuant to Section 1008(b)(xiii) and this clause (ii) and then outstanding, will not exceed $10 million, provided that such Indebtedness (A) is subordinated to the prior payment in full in cash of all obligations under the Senior Notes and this Indenture and (B) does not provide for the cash payment of principal or interest prior to the maturity date of the Senior Notes.

(b) DDi Capital will not, and will not permit any Subsidiary to, issue, assume, Guarantee or otherwise become liable for any Indebtedness that is both (a) subordinate or junior in right of payment to any Senior Secured Indebtedness or the Houlihan Lokey Note and (b) senior in any respect in right of payment to the Senior Notes.

SECTION 1008. Limitation on Indebtedness by the Company.

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness; provided, however, that the Company and its Restricted Subsidiaries may Incur Indebtedness if on the date thereof the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least (i) 2.00 to 1.00, if such Indebtedness is Incurred on or prior to the second anniversary of the Issue Date and (ii) 2.25 to 1.00, if such Indebtedness is Incurred thereafter.

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(b) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness:

(i) Indebtedness Incurred pursuant to the Senior Credit Agreement; provided, however, that the aggregate principal amount of all Indebtedness Incurred pursuant to this clause (i) does not at any date exceed the greater of $100 million or three times Consolidated EBITDA of the Company for the period of the most recent four consecutive fiscal quarters ending prior to such date, less the aggregate principal amount of all mandatory prepayments of principal thereof with the proceeds of Asset Dispositions;

(ii) Indebtedness of the Company owing to and held by any Wholly-Owned Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Wholly-Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Wholly-Owned Subsidiary ceasing to be a Wholly-Owned Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Wholly-Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof;

(iii) Indebtedness represented by (x) any Indebtedness (other than the Indebtedness described in clauses (i) and (ii)) outstanding on the Issue Date and (y) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (iii) or clause (iv) or Incurred pursuant to paragraph (a) of this Section;

(iv) Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company (other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary or was otherwise acquired by the Company); provided, however, that at the time such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $1.00 of additional Indebtedness under this Section 1008 after giving effect to the Incurrence of such Indebtedness pursuant to this clause (iv);

(v) Indebtedness under Currency Agreements and Interest Rate Agreements; provided, however, that in the case of Currency Agreements and Interest Rate Agreements, such Currency Agreements and Interest Rate Agreements are entered into for bona fide hedging purposes of the Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of the Company) and correspond in terms of notional amount, duration, currencies and interest rates, as applicable, to Indebtedness of the Company or its Restricted Subsidiaries Incurred without violation of the Indenture or to business transactions of the Company or its Restricted Subsidiaries on customary terms entered into in the ordinary course of business;

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(vi) Indebtedness of foreign Restricted Subsidiaries under working capital facilities; provided that the aggregate principal amount of such Indebtedness outstanding at any time does not exceed 5% of Consolidated Tangible Assets;

(vii) Indebtedness (including Capital Lease Obligations) incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount outstanding not to exceed the greater of (A) $5.0 million or (B) 5% of Consolidated Tangible Assets at the time of any Incurrence thereof (including any Refinancing Indebtedness with respect thereto);

(viii) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims;

(ix) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for indemnification, adjustment of purchase price, earn out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary of the Company, provided that the maximum liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

(x) obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary of the Company in the ordinary course of business;

(xi) Indebtedness of the Company, including any Guarantee thereof by any Restricted Subsidiary of the Company, pursuant to the Houlihan Lokey Note;

(xii) Indebtedness (other than Indebtedness described in clauses (i) through (xi) and clause (xiii)) in a principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (xii) and then outstanding, will not exceed the greater of (A) $5.0 million or (B) 5% of Consolidated Tangible Assets, and

(xiii) Indebtedness (other than Indebtedness described in clauses (i) through (xii)) in a principal amount which, when taken together with the aggregate principal amount of all other Indebtedness Incurred pursuant to Section 1007(a)(ii) and this clause (xiii) and then outstanding, will not exceed $10 million, provided that such Indebtedness (x) is subordinated to the prior payment in full in cash of all obligations under the Senior Notes and this Indenture and (y) does not provide for the cash payment of principal or interest prior to the maturity date of the Senior Notes.

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SECTION 1009. Limitation on Affiliate Transactions.

(a) DDi Capital will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of DDi Capital (an “Affiliate Transaction”) unless: (i) the terms of such Affiliate Transaction are no less favorable to DDi Capital or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate; (ii) in the event such Affiliate Transaction involves an aggregate amount in excess of $1 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of DDi Capital and by a majority of the members of such Board of Directors having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in (i) above); and (iii) in the event such Affiliate Transaction involves an aggregate amount in excess of $2.5 million, DDi Capital has received a written opinion from an independent investment banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arms-length basis from a Person that is not an Affiliate.

(b) The foregoing paragraph (a) shall not apply to (i) any Restricted Payment permitted to be made pursuant to Section 1006, (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, the employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Parent, (iii) the payment of compensation and directors’ fees and the performance of indemnification or contribution obligations in the ordinary course of business to the extent permitted under the Plan, (iv) loans or advances to employees in the ordinary course of business of DDi Capital or any of its Restricted Subsidiaries to the extent permitted under the Plan, or (v) any transaction between DDi Capital and a Wholly-Owned Subsidiary or between Wholly-Owned Subsidiaries.

SECTION 1010. Limitation on Restrictions on Distributions from Restricted Subsidiaries.

DDi Capital will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to DDi Capital, (ii) make any loans or advances to DDi Capital or (iii) transfer any of its property or assets to DDi Capital, except (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of the Indenture (including, without limitation, the Senior Credit Agreement); (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by DDi Capital (other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by DDi Capital) and outstanding on such date; (c) any

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encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant or this clause (c) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or amendment are no less favorable to the Holders of the Senior Notes than encumbrances and restrictions contained in such agreements; (d) in the case of clause (iii) of this Section 1010, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of DDi Capital or any Restricted Subsidiary not otherwise prohibited by the Indenture, (C) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements or (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of DDi Capital or any Restricted Subsidiary; (e) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into in an arms length, fair value transaction for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f) encumbrances or restrictions arising or existing by reason of applicable law; (g) any restrictions pursuant to the Indenture; (h) restrictions imposed by any agreement or instrument governing Capital Stock of any Person that is acquired; and (i) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

SECTION 1011. Limitation on the Sale or Issuance of Preferred Stock of Restricted Subsidiaries.

DDi Capital shall not sell any shares of Preferred Stock of a Restricted Subsidiary and shall not permit any Restricted Subsidiary, directly or indirectly, to issue or sell any shares of its Preferred Stock to any Person (other than to DDi Capital or a Wholly-Owned Subsidiary).

SECTION 1012. Change of Control.

(a) Upon the occurrence of a Change of Control, unless DDi Capital shall have exercised its right to redeem the Senior Notes as described in Section 1101, each holder will have the right to require DDi Capital to repurchase all or any part of such holder’s Senior Notes at a purchase price in cash equal to 100% of the Accreted Value thereof plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

(b) Within 30 days following any Change of Control, unless DDi Capital has mailed a redemption notice with respect to all the outstanding Senior Notes in connection with such Change of Control as described in Section 1104, DDi Capital shall mail a notice to each holder with a copy to the Trustee stating:

(i) that a Change of Control has occurred and that such holder has the right to require DDi Capital to purchase such holder’s Senior Notes at a purchase price in cash equal to 100% of Accreted Value thereof plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date);

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(ii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

(iii) the procedures determined by DDi Capital, consistent with the Indenture, that a holder must follow in order to have its Senior Notes purchased.

(c) DDi Capital will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Senior Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, DDi Capital will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

SECTION 1013. Limitation on Sales of Assets and Subsidiary Stock.

(a) DDi Capital shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless (i) DDi Capital or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration) as evidenced by a resolution set forth in an Officer’s Certificate delivered to the Trustee, of the shares and assets subject to such Asset Disposition, (ii) at least 75% of the consideration thereof received by DDi Capital or such Restricted Subsidiary is in the form of cash or Cash Equivalents and (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by DDi Capital (or such Restricted Subsidiary, as the case may be) (A) first, to the extent DDi Capital or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Secured Indebtedness), to prepay, repay or purchase Senior Secured Indebtedness or Indebtedness (other than any Preferred Stock) of such Restricted Subsidiary (in each case other than Indebtedness owed to DDi Capital or an Affiliate of DDi Capital) within 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), at DDi Capital’s election to the investment in Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) third, to make an offer to purchase (an “Offer”) the Senior Notes at a price in cash equal to 100% of the Accreted Value thereof plus accrued and unpaid interest to the purchase date; and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B), and (C), for other general corporate purposes not prohibited by the Indenture; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) above, except as otherwise

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permitted by the Senior Credit Agreement, DDi Capital or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions, DDi Capital and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this covenant exceed $5 million. DDi Capital shall not be required to make an Offer for the Senior Notes pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A), (B) and (C)) are less than $5 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition).

(b) For the purposes of this covenant, the following will be deemed to be cash: (x) the assumption by the transferee of Indebtedness of any Restricted Subsidiary of DDi Capital and the release of DDi Capital or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case DDi Capital shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) of the preceding paragraph), (y) securities received by DDi Capital or any Restricted Subsidiary of DDi Capital from the transferee that are promptly converted by DDi Capital or such Restricted Subsidiary into cash and (z) any Designated Noncash Consideration received by DDi Capital or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (z) that is at that time outstanding, not to exceed 10% of Consolidated Tangible Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value).

(c) In the event of an Asset Disposition that requires the purchase of Senior Notes pursuant to clause (a)(iii)(C), DDi Capital will be required to purchase Senior Notes tendered pursuant to an offer by DDi Capital for the Senior Notes at a price in cash equal to 100% of the Accreted Value thereof plus accrued and unpaid interest, if any, to the purchase date in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of the Senior Notes tendered pursuant to the offer is less than the Net Available Cash allotted to the purchase of the Senior Notes, DDi Capital will apply the remaining Net Available Cash in accordance with clause (a)(iii)(D) above.

(d) DDi Capital will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Senior Notes pursuant to the Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, DDi Capital will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by virtue thereof.

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SECTION 1014. Reports.

(a) Notwithstanding that DDi Capital may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, DDi Capital will file with the SEC and provide, within 15 days after DDi Capital is required to file the same with the SEC, the Trustee and the holders of the Senior Notes with the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Section 13 or 15(d) of the Exchange Act. In the event that DDi Capital is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, DDi Capital will nevertheless deliver such Exchange Act information to the holders of the Senior Notes as if DDi Capital were subject to the reporting requirements of Section 13 and 15(d) of the Exchange Act. Without limiting the foregoing, so long as any Senior Notes are outstanding, DDI Capital shall furnish to the holders of the Senior Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if DDI Capital were required to file such form and (ii) such other reports containing substantially the same information required to be contained in a Form 8-K, within 15 days of the end of the applicable period.

(b) DDi Capital shall deliver all reports and financial statements that it is required to deliver to the Administrative Agent under the Senior Credit Agreement to the Trustee, according to the terms set forth in the Senior Credit Agreement.

Each of the Trustee and each Holder, by its acceptance of the Senior Notes, agrees to use reasonable efforts to keep confidential all non-public information provided to it by DDi Capital pursuant to or in connection with this Indenture that is designated by DDi Capital as confidential; provided that nothing herein shall prevent the Trustee or any Holder from disclosing any such information (a) to the Trustee, any other Holder or any affiliate thereof, (b) to any prospective transferee or any Senior Note which agrees to comply with the provisions of this Section 1014, (c) to the employees, directors, agents, attorneys, accountants and other professional advisors of Trustee, any Holder or its affiliates, (d) upon the request or demand of any governmental authority having jurisdiction over the Trustee or such Holder, (e) in response to any order of any court or other governmental authority or as may otherwise be required pursuant to any requirement of law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) which has been publicly disclosed other than in breach of this Section 1014, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Holder’s investment portfolio in connection with ratings issued with respect to such Holder, or (i) in connection with the exercise of any remedy hereunder or under any Senior Note.

Notwithstanding anything herein to the contrary, each party hereto (and each affiliate and person acting on behalf of such party) agrees that each party (including Trustee, each Holder and each employee, representative and other agent of Trustee and each Holder) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated by this Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information

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including (without limitation) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of the transaction, (ii) the identities of participants or potential participants in the transaction, (iii) the existence or status of any negotiations, (iv) any pricing or financial information (except to the extent such information is related to tax treatment or tax structure) or (v) any other term or detail not relevant to tax treatment or tax structure of the transaction.

SECTION 1015. Limitation on Lines of Business.

DDi Capital will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Related Business.

SECTION 1016. Statement by Officers as to Default.

(a) DDi Capital will deliver to the Trustee, within 60 days after the end of each fiscal quarter and within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of DDi Capital and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, DDi Capital during such preceding fiscal year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Senior Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should DDi Capital elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1016(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. The Officers’ Certificate delivered pursuant to this Section 1016 shall be signed by (x) a director, the President or a Vice-President of the Company and (y) the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company.

(b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of DDi Capital or any Significant Subsidiary gives any notice or takes any other action with respect to a claimed Default (other than with respect to Indebtedness in the principal amount of less than $10 million), DDi Capital shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within five Business Days of its occurrence.

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SECTION 1017. Stay, Extension and Usury Laws.

DDi Capital covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and DDi Capital (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though such law has not been enacted.

SECTION 1018. Limitation on Liens.

DDi Capital will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens upon any property or assets of DDi Capital or any of its Restricted Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless:

(a) in the case of Liens securing Subordinated Obligations, the Senior Notes are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and

(b) in all other cases, the Senior Notes are secured on an equal and ratable basis, except for

(i) Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

(ii) Liens securing the Senior Secured Indebtedness or other Liens permitted pursuant to the Senior Credit Agreement as of the date hereof ;

(iii) Liens of DDi Capital or a Restricted Subsidiary on assets of any Restricted Subsidiary of DDi Capital and Liens on the assets of DDi Capital in favor of a Restricted Subsidiary;

(iv) Liens securing Refinancing Indebtedness that is incurred to Refinance any Indebtedness that has been secured by a Lien permitted under this Indenture and that has been incurred in accordance with the provisions of this Indenture; provided, however, that such Liens (x) are no less favorable to the Holders and are not more favorable to the lienholders with respect to such Liens, in each case in any material respect, than the Liens in respect of the Indebtedness being Refinanced and (y) do not extend to or cover any property or assets of DDi Capitalor any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced,

(vi) Liens in favor of DDi Capital; and

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(vii) Permitted Liens.

SECTION 1019. Insurance Matters.

DDi Capital shall provide or cause to be provided, for itself and each of its Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of DDi Capital, are adequate and appropriate for the conduct of the business of DDi Capital and its Restricted Subsidiaries in a prudent manner, with reputable insurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of DDi Capital, for corporations similarly situated in the industry of DDi Capital and its Restricted Subsidiaries, unless the failure to provide such insurance (together with all other such failures) would not have a material adverse effect on the financial condition or results of operations of DDi Capital and its Subsidiaries, taken as a whole.

SECTION 1020. Payments for Consent.

DDi Capital will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Senior Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Senior Notes unless such consideration is offered to be paid and is paid to all Holders of the Senior Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 1021. Maintenance of Properties.

DDi Capital shall cause all material properties owned by DDi Capital or its Rsstricted Subsidiaries or used or held for use in the conduct of its business to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and will cause to be made all necessary repairs, renewals, replacements, betterments and improvement thereof, all as in the reasonable judgment of DDi Capital may be necessary so that the business carried on in connection therewith may be properly conducted at all times; provided however, that nothing in this Section shall prevent DDi Capital or any of its Restricted Subsidiaries from discontinuing the maintenance, use or operation of any such properties or disposing of any of them if such discontinuance is, in the good faith judgment of DDi Capital or the Restricted Subsidiaries concerned, desirable in the conduct of its business and not reasonably expected to have a material adverse effect on the business operations of DDI Capital or any applicable Subsidiary; provided further that nothing in this Section 1021 shall prevent DDi Capital or any of its Restricted Subsidiaries from discontinuing or disposing of any properties to the extent otherwise permitted by this Indenture.

SECTION 1023. Restriction on Investment Activity.

DDi Capital shall not and shall not permit any Restricted Subsidiary to become an investment company required to register as an investment company under the Investment Company Act of 1940, as amended, and, further, DDi Capital shall refrain from activities which would, in the aggregate, cause it or any Restricted Subsidiary to become an investment company.

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SECTION 1023. Further Assurances.

From time to time, whenever reasonably demanded by the Trustee, the Company will make, execute and deliver or cause to be made, executed and delivered any and all such instruments and assurances as may be reasonably necessary or proper to carry out the intention or facilitate the performance of the terms of this Indenture.

ARTICLE ELEVEN. REDEMPTION OF SENIOR NOTES

SECTION 1101. Optional Redemption.

The Senior Notes may be redeemed at the option of DDi Capital, in whole but not in part, subject to the conditions and at the Redemption Price specified in the Form of Senior Note (Section 203), together with accrued interest that has not been accreted to the Accreted Value of the Senior Notes to the Redemption Date.

SECTION 1102. Applicability of Article.

Redemption of the Senior Notes at the election of DDi Capital, as permitted by Section 1101, shall be made in accordance with such provision and this Article.

SECTION 1103. Election to Redeem; Notice to Trustee.

The election of DDi Capital to redeem the Senior Notes pursuant to Section 1101 shall be evidenced by a Resolution of the Board of Directors. In case of any redemption at the election of DDi Capital, DDi Capital shall, at least 90 days prior to the Redemption Date fixed by DDi Capital (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the Accreted Value of the Senior Notes.

SECTION 1104. Notice of Redemption.

Notice of redemption shall be given in the manner provided for in Section 106 not less than 30 nor more than 90 days prior to the Redemption Date, to each Holder of Senior Notes. The Trustee shall give notice of redemption in DDi Capital’s name and at DDi Capital’s expense; provided, however, that DDi Capital shall deliver to the Trustee, at least 45 days prior to the Redemption Date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the following items.

All notices of redemption shall state:

(i) the Redemption Date,

(ii) the Redemption Price and the amount of accrued interest to the Redemption Date payable as provided in Section 1105, if any,

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(iv) that on the Redemption Date the Redemption Price (and accrued interest, if any, to the Redemption Date payable as provided in Section 1106) will become due and payable upon each such Senior Note, or the portion thereof, to be redeemed, and, unless DDi Capital defaults in making the redemption payment, that interest on Senior Notes called for redemption (or the portion thereof) will cease to accrue on and after said date,

(vi) the place or places where such Senior Notes are to be surrendered for payment of the Redemption Price and accrued interest, if any,

(vii) the name and address of the Paying Agent,

(viii) that Senior Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price,

(ix) the CUSIP number, and that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed in such notice or printed on the Senior Notes, and

(x) the paragraph of the Senior Notes or Section of the Indenture pursuant to which the Senior Notes are to be redeemed.

SECTION 1105. Deposit of Redemption Price.

Prior to any Redemption Date, DDi Capital shall deposit with the Trustee or with a Paying Agent (or, if DDi Capital is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and accrued interest on, all the Senior Notes.

SECTION 1106. Senior Notes Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Senior Notes shall, on the Redemption Date, become due and payable at the Redemption Price therein specified (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless DDi Capital shall default in the payment of the Redemption Price and accrued interest) such Senior Notes shall cease to bear interest. Upon surrender of any such Senior Note for redemption in accordance with said notice, such Senior Note shall be paid by DDi Capital at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Senior Notes, or one or more Predecessor Senior Notes, registered as such at the close of business on the relevant Record Date or Special Record Date, as the case may be, according to their terms and the provisions of Section 311.

If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the Accreted Value shall, until paid, bear interest from the Redemption Date at the rate borne by the Senior Notes.

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ARTICLE TWELVE. LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1201. DDi Capital’s Option to Effect Legal Defeasance or Covenant Defeasance.

DDi Capital may, at its option, at any time, with respect to the Senior Notes, elect to have either Section 1202 or Section 1203 be applied to all outstanding Senior Notes upon compliance with the conditions set forth in this Article Twelve. DDi Capital in its sole discretion can defease the Senior Notes.

SECTION 1202. Legal Defeasance and Discharge.

Upon DDi Capital’s exercise under Section 1201 of the option applicable to this Section 1202, DDi Capital shall be deemed to have been discharged from its obligations with respect to all outstanding Senior Notes on the date the conditions set forth in Section 1204 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that DDi Capital shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Senior Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (i) and (ii) below, and to have satisfied all its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of DDi Capital, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Senior Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the Accreted Value of and interest on such Senior Notes when such payments are due, (ii) DDi Capital’s obligations with respect to such Senior Notes under Sections 304, 305, 308, 1002 and 1003, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and DDi Capital’s obligations in connection therewith and (iv) this Article Twelve.

If DDi Capital exercises its Legal Defeasance Option, payment of the Senior Notes may not be accelerated because of an Event of Default.

Subject to compliance with this Article Twelve, DDi Capital may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Senior Notes.

SECTION 1203. Covenant Defeasance.

Upon DDi Capital’s exercise under Section 1201 of the option applicable to this Section 1203, DDi Capital may terminate (i) its obligations under any covenant contained in Sections 1004 through 1021, (ii) the operation of Section 501(v), Section 501(vi) (with respect only to Significant Subsidiaries), Section 501(vii) (with respect only to Significant Subsidiaries) and 501(viii) and (iii) the limitations contained in Sections 801(a)(iii) with respect to the outstanding Senior Notes on and after the date the conditions set forth below are satisfied (hereinafter,

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“Covenant Defeasance”), and the Senior Notes shall thereafter be deemed not to be “outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Senior Notes will not be outstanding for accounting purposes). If DDi Capital exercises its covenant defeasance option, payment of the Senior Notes may not be accelerated because of an Event of Default specified under Section 501(iii), (v), (vi) (with respect only to Significant Subsidiaries), (vii) (with respect only to Significant Subsidiaries) and (viii) or because of the failure of DDi Capital to comply with Section 801(a)(iii). For this purpose, such Covenant Defeasance means that, with respect to the outstanding Senior Notes, DDi Capital may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 501(iii), but, except as specified above, the remainder of this Indenture and such Senior Notes shall be unaffected thereby.

SECTION 1204. Conditions to Legal Defeasance or Covenant Defeasance.

The following shall be the conditions to application of either Section 1202 or Section 1203 to the outstanding Senior Notes:

(i) DDi Capital shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of this Indenture who shall agree to comply with the provisions of this Article Twelve applicable to it) as trust funds in trust money or Government Obligations, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by DDi Capital, to pay the Accreted Value of and interest due on the outstanding Senior Notes on the Stated Maturity or on the applicable Redemption Date as the case may be, of such Accreted Value or interest on the outstanding Senior Notes;

(ii) in the case of Legal Defeasance, DDi Capital shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (which opinion may be subject to customary assumptions and exclusions) confirming that (A) DDi Capital has received from, or there has been published by, the United States Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States (which opinion may be subject to customary assumptions and exclusions) shall confirm that the Holders of the outstanding Senior Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(iii) in the case of Covenant Defeasance, DDi Capital shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the outstanding Senior Notes

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will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit;

(v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which DDi Capital is a party or by which DDi Capital is bound;

(vi) DDi Capital shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable U.S. federal or state law, and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders;

(vii) DDi Capital shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by DDi Capital with the intent of defeating, hindering, delaying or defrauding any creditors of DDi Capital or others;

(viii) DDi Capital shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and

(ix) DDi Capital shall have delivered to the Trustee the opinion of a nationally recognized firm of independent public accountants stating the matters set forth in paragraph (i) above.

SECTION 1205. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the outstanding Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Notes and this Indenture, to the payment, either directly or through any Paying Agent (including DDi Capital acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Senior Notes of all sums due and to become due thereon in respect of Accreted Value and interest, but such money need not be segregated from other funds except to the extent required by law.

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DDi Capital shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1204 or the principal and interest received in respect thereof.

Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to DDi Capital from time to time upon DDi Capital Request any money or Government Obligations held by it as provided in Section 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance, as applicable, in accordance with this Article.

SECTION 1206. Reinstatement.

If the Trustee or any Paying Agent is unable to apply any money or Government Obligations in accordance with Section 1205 by reason of any legal proceeding or by any reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then DDi Capital’s obligations under this Indenture and the Senior Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 1202 or 1203, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1205; provided, however, that if DDi Capital makes any payment of Accreted Value of or interest on any Senior Note following the reinstatement of its obligations, DDi Capital shall be subrogated to the rights of the Holders of such Senior Notes to receive such payment from the money and Government Obligations held by the Trustee or Paying Agent.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

DDi CAPITAL CORP.
By:	/s/    Timothy Donnelly
	Name: Timothy Donnelly Title: Vice President

Attest:
By:	/s/    John Stumpf
	Name: John Stumpf Title: Chief Financial Officer

WILMINGTON TRUST COMPANY, as Trustee
By:	/s/    Michael G. Oller, Jr.
	Name: Michael G. Oller, Jr. Title: Senior Financial Services Officer

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EX-10.7

EX – 10.7

SENIOR DISCOUNT WARRANT AGREEMENT

Dated as of

December 12, 2003

between

DDI CORP.

and

Mellon Investor Services LLC

as the Warrant Agent

TABLE OF CONTENTS

		Page
ARTICLE 1. Defined Terms		1
	SECTION 1.1. Definitions	1
	SECTION 1.2. Other Definitions	5
	SECTION 1.3. Rules of Construction	5
ARTICLE 2. Warrant Certificates		6
	SECTION 2.1. Issuance and Dating; Terms of Warrants	6
	SECTION 2.2. Execution and Countersignature	6
	SECTION 2.3. Certificate Register	7
	SECTION 2.4. Transfer and Exchange	7
	SECTION 2.5. Legends	8
	SECTION 2.6. Replacement Certificates	9
	SECTION 2.7. Temporary Certificates	9
	SECTION 2.8. Cancellation	9
ARTICLE 3. Exercise Terms		9
	SECTION 3.1. Exercise Price	9
	SECTION 3.2. Exercise Periods	10
	SECTION 3.3. Expiration	10
	SECTION 3.4. Manner of Exercise	10
	SECTION 3.5. Issuance of Warrant Shares	11
	SECTION 3.6. Fractional Warrant Shares	11
	SECTION 3.7. Reservation of Warrant Shares	11
	SECTION 3.8. Compliance with Law	11
ARTICLE 4. Release of Warrants from Escrow		12

i

	SECTION 4.1. Terms of Release	12
	SECTION 4.2. Release to Holders	12
	SECTION 4.3. Release to the Company	12
	SECTION 4.4. Deadlock	12
	SECTION 4.5. Release Procedures	13
ARTICLE 5. Antidilution Provisions		13
	SECTION 5.1. Changes in Common Stock	13
	SECTION 5.2. Cash Dividends and Other Distributions.	13
	SECTION 5.3. Rights Issue	14
	SECTION 5.4. Issuance of Additional Shares of Common Stock.	15
	SECTION 5.5. Combination; Liquidation.	15
	SECTION 5.6. Tender Offers; Exchange Offers	16
	SECTION 5.7. Other Events	17
	SECTION 5.8. Current Market Value	17
	SECTION 5.9. Superseding Adjustment	18
	SECTION 5.10. Minimum Adjustment	18
	SECTION 5.11. Notice of Adjustment	18
	SECTION 5.12. No Adjustment Under Certain Circumstances.	19
	SECTION 5.13. Notice of Certain Transactions	19
	SECTION 5.14. Adjustment to Warrant Certificate.	20
	SECTION 5.15. Adjustment of Per Share Warrant Price.	20
ARTICLE 6. Rights of Holders		20
	SECTION 6.1. Registration Rights	20
	SECTION 6.2. No Voting Rights; Limitations of Liability.	20
	SECTION 6.3. Convertible Securities.	20

ii

ARTICLE 7. Warrant Agent		21
	SECTION 7.1. Appointment of Warrant Agent	21
	SECTION 7.2. Rights and Duties of Warrant Agent	21
	SECTION 7.3. Individual Rights of Warrant Agent	23
	SECTION 7.4. Warrant Agent’s Disclaimer	23
	SECTION 7.5. Compensation and Indemnity	23
	SECTION 7.6. Successor Warrant Agent.	24
ARTICLE 8. Miscellaneous		25
	SECTION 8.1. Reports	25
	SECTION 8.2. Persons Benefiting	25
	SECTION 8.3. Amendment	25
	SECTION 8.4. Notices	26
	SECTION 8.5. Business Days.	27
	SECTION 8.6. Governing Law	27
	SECTION 8.7. Successors	27
	SECTION 8.8. Counterparts	27
	SECTION 8.9. Table of Contents	27
	SECTION 8.10. Severability	27
	SECTION 8.11. Entire Agreement.	27

iii

EXHIBIT A	-	Form of Warrant Certificate
EXHIBIT B	-	Form of Election to Purchase Warrant Certificates
EXHIBIT C	-	Form of Assignment
EXHIBIT D	-	Schedule of Fees
ANNEX A	-	Release Certificate

iv

SENIOR DISCOUNT WARRANT AGREEMENT, dated as of December     , 2003 (this “Agreement”), between DDi Corp., a Delaware corporation (the “Company”); and Mellon Investor Services LLC, a New Jersey limited liability company, as Warrant Agent (in such capacity, the “Warrant Agent”).

W I T N E S S E T H :

WHEREAS, it is a condition to the effectiveness of the Debtors’ Modified First Amended Joint Plan of Reorganization, dated as of December     , 2003 (as may be further amended, the “Plan”) of the Company, DDi Capital Corp. (“DDi Capital”), Dynamic Details, Incorporated, and Dynamic Details, Incorporated, Silicon Valley, as confirmed by Order of the United States Bankruptcy Court for the Southern District of New York entered December 2, 2003 (the “Confirmation Order”) that the Company execute and deliver (i) this Senior Discount Warrant Agreement, (ii) the Senior Discount Warrant Escrow Agreement, dated the date hereof (the “Warrant Escrow Agreement”), between the Company and Mellon Investor Services LLC, as Warrant Escrow Agent (in such capacity, the “Warrant Escrow Agent”), and that the Company deposit with the Warrant Escrow Agent thereunder warrants (the “Warrants” or “SDN Warrants”) to purchase from the Company 762,876 shares of Common Stock of the Company representing 2.5% of the Common Stock of the Company on a Diluted Basis (as defined herein) on the Closing Date, (iii) the Registration Rights Agreement, dated the date hereof, (the “Registration Rights Agreement”), between the Company and the Holders, and (iv) deliver Warrants to the holders of Senior Discount Notes in proportion to their respective ownership;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows:

ARTICLE 1.

Defined Terms

SECTION 1.1. Definitions. All terms defined in the Plan shall have such defined meanings when used herein or in any Exhibit hereto unless otherwise defined herein or therein. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Board” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board of Directors.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

1

“Cashless Exercise Ratio” means a fraction, the numerator of which is the excess of the Current Market Value per share of Common Stock on the date of exercise over the Exercise Price per share as of the date of exercise and the denominator of which is the Current Market Value per share of the Common Stock on the date of exercise.

“Change of Control”, with respect to the Company, shall be considered to occur if:

(a) any Person or group (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended, as in effect on the Restatement Effective Date) is or becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of the voting stock of the Company (provided that for the purposes of this clause, such Person shall be deemed to beneficially own any voting stock of a Person held by any other Person (the “parent entity”) if such person is the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the voting power of the voting stock of such parent entity) or such Person or group has the power, directly or indirectly, to elect a majority of the members of the board of directors of the Company;

(b) there is a sale of all or substantially all of the assets of the Company to another Person or the merger or consolidation of the Company with or into another Person or the merger of another person with or into the Company, or if the securities of the Company that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the voting stock of the Company are changed into or exchanged for cash, securities, or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving person or transferee that represent, immediately after such transaction, a majority of the aggregate voting power of the voting stock of the surviving person or transferee; or

(c) the Company is dissolved or liquidated.

“Closing Date” means the “Effective Date” as such term is defined in the Plan.

“Combination” means an event in which the Company consolidates with, merges with or into, or sells, transfers or otherwise disposes of all or substantially all its property, assets or business to another Person, and shall include, without duplication, a Change of Control with respect to the Company.

“Common Stock” means the new common stock, $0.001 par value, of the Company together with any other equity securities that may be issued by the Company in substitution therefor.

“Convertible Securities” means (i) options to purchase or rights to subscribe for Common Stock, (ii) securities by their terms convertible into or exchangeable for Common Stock or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities.

“Credit Agreement” means the Second Amended and Restated Credit Agreement, dated as of December 12, 2003, among Dynamic Details, Incorporated, DDi Capital Corp. and the Lenders and the Administrative Agent from time to time parties thereto, as confirmed by the Confirmation Order.

2

“Expiration Date” means December 31, 2008.

“Holder” means the duly registered holder of a Warrant under the terms of this Warrant Agreement and the Warrant Escrow Agreement.

“Houlihan” means Houlihan Lokey Howard & Zukin Capital, financial advisors to the Company.

“Houlihan Note” means the promissory note issued on the Closing Date by the Company to Houlihan in the amount of $500,000, which, if not paid in full by March 31, 2004, shall be convertible into 200,945 shares of Common Stock, as adjusted in accordance with the terms thereof.

“Independent Valuation Firm” means an investment banking firm of nationally recognized standing that is, in the reasonable judgment of the Person engaging such firm, qualified to perform the task for which it has been engaged. Such Independent Valuation Firm shall be selected by the Company and approved by the Majority in Interest.

“Majority in Interest” means such number of SDN Warrants exercisable to purchase an aggregate of at least 50% of the Warrant Shares.

“Management Incentive Plan” means the 2003 Management Equity Incentive Plan of the Company and its Subsidiaries.

“Management Options” means the Tranche A and Tranche B management options issued or issuable under the Management Incentive Plan of the Company and its Subsidiaries.

“Management Securities” means the 50% of the Tranche A1 Management Options, 50% of the Tranche A2 Management Options, 50% of the Tranche A3 Management Options and 1,250,000 shares of Common Stock reserved for issuance under the Management Incentive Plan.

“New Common Shareholders” means the former Convertible Subordinated Note Holders receiving new Common Stock of the Company on the Closing Date.

“New Senior Accreting Notes” means the new 16% Senior Accreting Notes due 2009 of the Company to be issued on the Closing Date.

“New Senior Accreting Note Holders” means the holders of the New Senior Accreting Notes.

“Officer” means the Chairman of the Board, the President, any Vice President, the Chief Financial Officer or the Treasurer of the Company.

3

“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Registration Rights Agreement” means the New Common Stock Registration Rights Agreement, dated as of the date hereof, among the Company and the New Senior Accreting Note Holders.

“Release Certificate” means a certificate, substantially in the form attached hereto as Annex A, jointly executed and delivered by Holders of a Majority in Interest and an authorized representative of the Company to the Warrant Escrow Agent in order to obtain release from escrow of some or all of the Warrants under the procedures described herein in Sections 4.2 or 4.3, as applicable.

“Release Date” means the first Business Day following December 12, 2005, the date which is two years after the Closing Date.

“SEC” means the Securities and Exchange Commission (or any successor thereto).

“SDN Indebtedness” means all principal, interest and expenses payable pursuant to the New Senior Accreting Notes.

“Secured Lender Warrants” means the warrants of the Company issued on the Closing Date to the Secured Lenders.

“Secured Lenders” means the lenders party to the Credit Agreement and restructuring and exchanging Commitments pursuant to the Credit Agreement on the Closing Date and the permitted assignees and transferees of their rights hereunder and under the Credit Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Voting Stock” of a corporation means all classes of capital stock of such corporation then outstanding and normally entitled to vote in the election of directors.

“Warrant Certificates” means the certificates evidencing the Warrants to be delivered pursuant to this Agreement, substantially in the form of Exhibit A hereto.

“Warrant Shares” means the shares of Common Stock of the Company to be issued and received, or issued and received, as the case may be, upon exercise of the Warrants.

4

SECTION 1.2. Other Definitions.

Term	Defined in Section
“Agreement”	Preamble
“Cashless Exercise”	3.4
“Certificate Register”	2.3
“Company”	Preamble
“Confirmation Order”	Recitals
“Current Market Value”	5.8
“Deadlock Period”	4.4
“Diluted Basis”	2.1(b)
“Exercise Date”	3.5
“Exercise Price”	3.1
“Fair Value”	5.2
“Plan”	Recitals
“Purchased Shares”	5.6
“Registrar”	3.7
“Registration Rights Agreement”	Recitals
“Retirement Release”	4.3
“SDN Warrants”	Recitals
“Successor Company”	5.4(a)
“Time of Determination”	5.8
“Transfer Agent”	3.5
“Warrant Agent”	Preamble
“Warrant Escrow Agent”	Recitals
“Warrant Escrow Agreement”	Recitals
“Warrants”	Recitals

SECTION 1.3. Rules of Construction. Unless the text otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time;

(c) “or” is not exclusive;

(d) “including” means including, without limitation; and

(e) words in the singular include the plural and words in the plural include the singular.

5

ARTICLE 2.

Warrant Certificates

SECTION 2.1. Issuance and Dating; Terms of Warrants. (a) The Warrants shall be initially issued on the Closing Date (the Company shall promptly notify the Warrant Agent of such date and until then, the Warrant Agent shall not be deemed to have knowledge of such date) and shall be deposited with the Warrant Escrow Agent pursuant to the terms of the Warrant Escrow Agreement. The Warrant Certificates will be issued in registered form as definitive Warrant Certificates, substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Agreement. The Warrant Certificates may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company and does not affect the rights, immunities, duties or liabilities of the Warrant Agent) and shall bear the legend required by Section 2.5. Each Warrant shall be dated the date of its countersignature. The terms of the Warrants set forth in Exhibit A are part of the terms of this Agreement.

(b) Each Warrant shall, when the Warrant Certificate or Certificates therefor are countersigned by the Warrant Agent, entitle the Holder(s) thereof, subject to and upon compliance with the provisions of this Agreement, to purchase one (1) share of Common Stock, which number of shares of Common Stock, in the aggregate for all Warrants, shall be equal to 762,876, which is equal to two and one half percent (2.5%) of the sum of (i) the number of shares of Common Stock outstanding as of the close of business on the Closing Date and (ii) without duplication, the number of additional shares of Common Stock not then outstanding, which are issuable upon exercise of the Secured Lender Warrants, the Warrants and the Management Securities (“Diluted Basis”). The number of Warrant Shares issuable upon exercise of a Warrant shall be subject to adjustment from time to time as set forth in Article 5 hereof.

SECTION 2.2. Execution and Countersignature. (a) With respect to the Warrants to be issued on the Closing Date (the Company shall promptly notify the Warrant Agent of such date and until then, the Warrant Agent shall not be deemed to have knowledge of such date), one or more Warrant Certificates as specified by the Warrant Agent representing the Warrants shall be executed in blank on behalf of the Company by manual or facsimile signature by one Officer and attested by its Secretary or an Assistant Secretary under its corporate seal which may be impressed, affixed, imprinted or reproduced on such Warrant Certificates or may be in facsimile form. The Warrant Agent is hereby instructed and authorized to countersign such Warrant Certificate(s) by manual or facsimile signature, and such Warrant Certificate(s) shall be delivered in accordance with Section 2.1 hereof.

(b) With respect to all other Warrants, the Warrant Certificates therefor shall be executed on behalf of the Company by one Officer and attested by its Secretary or an Assistant Secretary under its corporate seal. Such signature may be manual or facsimile signature. The Company’s seal shall be impressed, affixed, imprinted or reproduced on the Warrant Certificates and may be in facsimile form. If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant

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Certificate, the Warrant Certificate shall be valid nevertheless. A Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.

(c) Upon written order from the Warrant Agent, the Company shall execute and deliver to the Warrant Agent, and the Warrant Agent is hereby instructed and authorized to countersign and deliver to the Warrant Escrow Agent, Warrant Certificates registered in the name or names and for such number of Warrants as shall be specified by the Warrant Agent in such order in exchange for Warrant Certificate(s) then held by the Warrant Escrow Agent for a like number of Warrants. To the extent the Warrant Certificate(s) delivered by the Warrant Escrow Agent to the Warrant Agent represent a greater number of Warrants than specified in the order from the Warrant Agent, the Company shall execute and deliver to the Warrant Agent, and the Warrant Agent is hereby instructed and authorized to countersign and deliver to the Warrant Escrow Agent, Warrant Certificates in blank for such excess number of Warrants to be held in escrow by the Warrant Escrow Agent pursuant to the Warrant Escrow Agreement.

(d) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificate. Unless limited by the terms of such appointment, such agent may countersign the Warrant Certificate whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.

SECTION 2.3. Certificate Register. The Warrant Agent shall keep at its office designed for such purpose a register (“Certificate Register”) of the Warrant Certificates and of their transfer and exchange. The Certificate Register shall show the names and addresses of the respective Holders and the date and number of Warrants evidenced on the face of each of the Warrant Certificates. The Company and the Warrant Agent may deem and treat the Person in whose name a Warrant Certificate is registered as the absolute owner of such Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary.

SECTION 2.4. Transfer and Exchange. (a) When Warrants are presented to the Warrant Agent with a written request to register the transfer of such Warrants or to exchange such Warrants for an equal number of Warrants of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if it is instructed by the Company to do so in writing and its reasonable requirements for such transaction are met, including for instance delivery of an Assignment in the form of Exhibit C hereto.

(b) (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby instructed and authorized to countersign Warrant Certificates as required pursuant to the provisions of this Section 2.4.

(ii) All Warrant Certificates issued upon any registration of transfer or exchange of Warrants shall be valid obligations of the Company, entitled to the same benefits under this Agreement as the Warrant Certificates surrendered upon such registration of transfer or exchange.

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(iii) Prior to due presentment for registration of transfer of any Warrant, the Warrant Agent and the Company may deem and treat the Person in whose name any Warrant is registered as the absolute owner of such Warrant and neither the Warrant Agent nor the Company shall be affected by notice to the contrary.

(iv) No service charge shall be made to a Holder for any registration of transfer or exchange upon surrender of any Warrant Certificate at the office of the Warrant Agent maintained for that purpose. However, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty or obligation to take any action under any Section of this Agreement which requires the payment by a Holder of applicable taxes and governmental charges which are due and payable unless and until the Warrant Agent is satisfied that all such taxes and/or charges have been paid.

(c) Prior to the Release Date, no Holder may sell or transfer Warrants except to a Person who is (i) an Affiliate of such Holder or (ii) is, or will become concurrently with such transfer, a transferee of such Holder’s Senior Accreting Note.

SECTION 2.5. Legends. Each Warrant Certificate evidencing the Warrants (and all Warrant Certificates issued in exchange therefor or substitution thereof) and each certificate representing the Warrant Shares shall bear a legend in substantially the following form:

“THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ISSUED PURSUANT TO THE JOINT PLAN OF REORGANIZATION (THE “PLAN”) OF DDI CAPITAL CORP. AND DDI CORP. (THE “DEBTORS”) IN THE CASE OF THE DEBTORS FILED IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (THE “BANKRUPTCY COURT”), CASE NO. 03-15261 (SMB) (JOINTLY ADMINISTERED). THE PLAN HAS BEEN CONFIRMED BY THE BANKRUPTCY COURT AND THIS WARRANT AND ANY WARRANT SHARE ISSUABLE UPON EXERCISE HEREOF AND ANY INTEREST THEREIN IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ANY STATE AND LOCAL SECURITIES LAWS AND IS FREELY TRANSFERABLE PURSUANT TO SECTION 1145(A) OF THE BANKRUPTCY REFORM ACT OF 1978, AS AMENDED, AS SET FORTH IN TITLE 11 OF THE UNITED STATES CODE, 11 U.S.C. §§101 ET SEQ.”

“NO WARRANTS AND NO WARRANT SHARES HELD BY AN UNDERWRITER OR AN AFFILIATE OF THE DEBTORS MAY BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED IN VIOLATION OF THE SECURITIES ACT OR STATE SECURITIES

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LAWS. ACCORDINGLY, THE DEBTORS RECOMMEND THAT POTENTIAL RECIPIENTS OF WARRANTS AND WARRANT SHARES CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH SECURITIES.”

SECTION 2.6. Replacement Certificates. If a mutilated Warrant Certificate is surrendered to the Warrant Agent or if the Holder of a Warrant Certificate claims that the Warrant Certificate has been lost, destroyed or wrongfully taken, the Company shall issue and the Warrant Agent is hereby instructed and authorized to countersign a replacement Warrant Certificate if the reasonable requirements of the Warrant Agent and Section 8-405 of the Uniform Commercial Code as in effect in the State of New York are met. If required by the Warrant Agent or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Warrant Agent to protect the Company and the Warrant Agent from any loss that either of them may suffer if a Warrant Certificate is replaced. The Company and the Warrant Agent may charge the Holder for their expenses in replacing a Warrant Certificate. Every replacement Warrant Certificate is an additional obligation of the Company.

SECTION 2.7. Temporary Certificates. Until definitive Warrant Certificates are ready for delivery, the Company may prepare and the Warrant Agent is hereby instructed and authorized to countersign temporary Warrant Certificates. Temporary Warrant Certificates shall be substantially in the form of definitive Warrant Certificates but may have variations that the Company considers appropriate for temporary Warrant Certificates. Without unreasonable delay, the Company shall prepare and upon receipt of written instruction from the Company, the Warrant Agent shall countersign definitive Warrant Certificates and deliver them in exchange for temporary Warrant Certificates.

SECTION 2.8. Cancellation. (a) In the event the Company shall purchase or otherwise acquire Warrants, the Warrant Certificates in respect thereof shall thereupon be delivered to the Warrant Agent for cancellation.

(b) The Warrant Agent and no one else shall cancel and destroy all Warrant Certificates surrendered for transfer, exchange, replacement, exercise or cancellation and deliver a certificate of such destruction to the Company unless the Company directs the Warrant Agent to deliver canceled Warrant Certificates to the Company. The Company may not issue new Warrant Certificates to replace Warrant Certificates to the extent they evidence Warrants which have been exercised or Warrants that the Company has purchased or otherwise acquired.

ARTICLE 3.

Exercise Terms

SECTION 3.1. Exercise Price. Each Warrant shall initially entitle the Holder thereof, subject to adjustment pursuant to the terms of this Agreement, to purchase one share of Common Stock for a per share exercise price of $0.001 (as the same may be adjusted pursuant to Article 5, the “Exercise Price”).

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SECTION 3.2. Exercise Periods. (a) Subject to the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time on or after the Release Date; provided, however, that Warrants that are held in escrow pursuant to the terms of the Warrant Escrow Agreement are not eligible for exercise unless and until they are released from escrow pursuant to the terms of the Warrant Escrow Agreement and this Agreement.

(b) No Warrant shall be exercisable after the Expiration Date.

SECTION 3.3. Expiration. A Warrant shall terminate and become void as of the earlier of (a) the close of business on the Expiration Date and (b) the time and date such Warrant is exercised. The Company shall give notice not less than 90 and not more than 120 days prior to the Expiration Date to the Holders (and written notice thereof to the Warrant Agent) of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of the close of business on the Expiration Date. The Warrants shall terminate and become void after the Expiration Date, notwithstanding the Company’s failure to give such notice.

SECTION 3.4. Manner of Exercise. Warrants may be exercised upon (a) surrender to the Warrant Agent at its office designed for such purpose of the Warrant Certificates, together with the form of election to purchase Common Stock on the reverse thereof and substantially in the form attached hereto as Exhibit B duly filled in and signed by the Holder thereof and (b) payment to the Warrant Agent, for the account of the Company, of the Exercise Price for the number of Warrant Shares in respect of which such Warrant is then exercised. Such payment shall be made (i) in cash or by certified or official bank check payable to the order of the Company or by wire transfer of funds to an account designated by the Company for such purpose or (ii) by the surrender of a Warrant or Warrants (represented by one or more relevant Warrant Certificates) without the payment of the Exercise Price in cash (such surrender being evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with such a Cashless Exercise) in exchange for the issuance of such number of shares of Common Stock equal to the product of (1) the number of shares of Common Stock for which such Warrant would otherwise then be nominally exercised if payment of the Exercise Price as of the date of exercise were being made in cash and (2) the Cashless Exercise Ratio. An exercise of a Warrant in accordance with the immediately preceding sentence is herein called a “Cashless Exercise”. All provisions of this Agreement shall be applicable with respect to an exercise of Warrant Certificates pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. Subject to Section 3.2, the rights represented by the Warrants shall be exercisable at the election of the Holders thereof either in full at any time or from time to time in part, and in the event that a Warrant Certificate is surrendered for exercise in respect of less than all the Warrant Shares purchasable on such exercise at any time prior to the Expiration Date, a new Warrant Certificate exercisable for the remaining Warrant Shares will be issued. The Warrant Agent is hereby instructed and authorized to countersign and deliver the required new Warrant Certificates, and the Company, at the Warrant Agent’s request, shall supply the Warrant Agent with Warrant Certificates duly signed on behalf of the Company for such purpose. The Warrant Agent shall have no duty (i) to determine or calculate the Exercise Price, (ii) to confirm or verify the accuracy or correctness of the Exercise Price. The Warrant Agent’s sole duty under this paragraph is to accept the certificates evidencing the Warrants and to take possession for the benefit of the Company of the Exercise Price delivered to it by a Warrant Holder.

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SECTION 3.5. Issuance of Warrant Shares. Subject to Section 2.5, upon the surrender of Warrant Certificates and payment of the per share Exercise Price, as set forth in Section 3.4, the Company promptly (and in no event later than three Business Days after the Exercise Date (as defined below)) shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“Transfer Agent”) to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise to the Person or Persons entitled to receive the same, together with cash as provided in Section 3.6 in respect of any fractional Warrant Shares otherwise issuable upon such exercise. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date (the “Exercise Date”) of the surrender of such Warrant Certificates and the payment of the per share Exercise Price.

SECTION 3.6. Fractional Warrant Shares. The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be exercised in full at the same time by the same Holder, the number of full Warrant Shares which shall be issuable upon such exercise shall be computed on the basis of the aggregate number of Warrant Shares purchasable pursuant thereto. If any fraction of a Warrant Share would, except for the provisions of this Section 3.6, be issuable upon the exercise of any Warrant (or specified portion thereof), the Company shall, within five (5) Business Days after the Exercise Date, pay an amount in cash equal to the Current Market Value for one Warrant Share on the Business Day immediately preceding the date the Warrant is exercised multiplied by such fraction and computed to the nearest whole cent.

SECTION 3.7. Reservation of Warrant Shares. The Company shall at all times reserve and keep available for issue upon exercise of the Warrants such number of authorized but unissued shares of Common Stock as will be sufficient to provide for the exercise of all outstanding Warrants. The registrar for the Common Stock (the “Registrar”) shall, at all times until the Expiration Date or the time at which all Warrants have been exercised or cancelled, reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent. All Warrant Shares which may be issued upon exercise of Warrants shall, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be payable as provided in Section 3.6. The Company will furnish to such Transfer Agent a copy of all notices of adjustments and certificates related thereto transmitted to each Holder.

SECTION 3.8. Compliance with Law. If any shares of Common Stock required to be reserved for purposes of exercise of Warrants require, under any other Federal or state law or applicable governing rule or regulation of any national securities exchange, registration with or approval of any Governmental Authority, or listing on any such national securities exchange before such shares may be issued upon exercise, the Company will cause such shares to be duly registered or approved by such Governmental Authority or listed on the relevant national securities exchange; provided that the Company shall not have any obligation to register the Warrant Shares under the Securities Act except pursuant to the Registration Rights Agreement.

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ARTICLE 4.

Release of Warrants from Escrow

SECTION 4.1. Terms of Release. The Warrants created under the terms of this Agreement shall be released from escrow under the Warrant Escrow Agreement in whole or in part only pursuant to the procedures described below in Sections 4.2, 4.3 and 4.4.

SECTION 4.2. Release to Holders. As of the Release Date, unless the Warrants were previously released pursuant to the conditions of Section 4.3, Holders of a Majority in Interest and an authorized representative of the Company shall present to the Warrant Agent a Release Certificate (and simultaneously deliver a copy thereof to each Holder), substantially in the form attached as Annex A-I hereto, setting forth the total number of Warrants to be delivered to each Holder entitled to receive Warrants from escrow, and the Warrants shall be released from escrow and delivered to the Holders in accordance with their respective proportionate record ownership,.

SECTION 4.3. Release to the Company. In the event that on or prior to the Release Date, the Company has repaid in full or otherwise satisfied in full the SDN Indebtedness, Holders of a Majority in Interest and an authorized representative of the Company shall jointly execute and deliver to the Warrant Agent a Release Certificate (and simultaneously deliver a copy thereof to each Holder), substantially in the form attached as Annex A-II hereto, and the Warrants shall be released from escrow and delivered to the Company.

SECTION 4.4. Deadlock. In the event that the Holders of a Majority in Interest and the Company fail to agree on whether the Company has repaid in full or otherwise satisfied in full the SDN Indebtedness pursuant to Section 4.3, the Holders of a Majority in Interest and the Company shall use their best efforts to resolve such deadlock promptly but in any event no later than 7 days after the Release Date (the “Deadlock Period”). In the event that the Holders of a Majority in Interest and the Company are able to resolve such deadlock during the Deadlock Period, the Company shall have up to 3 Business Days from the time such deadlock is resolved to make any additional payments to satisfy in full the SDN Indebtedness in order to prevent the release of the Warrants from escrow pursuant to Section 4.2 above. However, if the Company and the Holders of a Majority in Interest fail to resolve such deadlock during the Deadlock Period, good faith calculation of the Holders of a Majority in Interest with respect to whether the SDN Indebtedness has been paid off in full shall be determinative, and both the Holders of a Majority in Interest and the Company shall jointly execute and deliver an appropriate Release Certificate to the Warrant Agent; provided, however, that (i) the Company shall have the option to repay any SDN Indebtedness within three (3) Business Days after the Deadlock Period and (ii) if the Company exercises its option to make any such repayment and it is subsequently determined that there was a calculation error on the part of the Holders of a Majority in Interest relating to the Company has repaid in full or otherwise satisfied in full the SDN Indebtedness which resulted in payment by the Company of an amount in excess of the SDN Indebtedness, the Holders shall be obligated to promptly return the amount of such overpayment to the Company.

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SECTION 4.5. Release Procedures. Upon receipt by the Warrant Agent of a properly completed Release Certificate described in Sections 4.2 or 4.3, as the case may be, the Warrant Agent will present such Certificate to the Warrant Escrow Agent as contemplated by Section 2 of the Warrant Escrow Agreement.

ARTICLE 5.

Antidilution Provisions

SECTION 5.1. Changes in Common Stock. In the event that at any time or from time to time after the Closing Date, the Company shall (a) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock or other shares of capital stock, (b) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (d) increase or decrease the number of shares of Common Stock outstanding by reclassification of its Common Stock (in each case, other than a transaction to which Section 5.5 is applicable), then the number of shares of Common Stock purchasable upon exercise of each Warrant immediately after the happening of such event shall be adjusted so that, after giving affect to such adjustment, the Holder of each Warrant shall be entitled to receive the number of shares of Common Stock upon exercise thereof that such Holder would have owned or have been entitled to receive had such Warrants been exercised immediately prior to the happening of the events described above (or, in the case of a dividend or distribution of Common Stock, immediately prior to the record date therefor). An adjustment made pursuant to this Section 5.1 shall become effective immediately after the effective date, retroactive to the record date therefor in the case of a dividend or distribution in shares of Common Stock, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. Notwithstanding escrow of the Warrants, the provisions of this Article 5 shall apply at all times commencing on the Closing Date until and including the Expiration Date.

SECTION 5.2. Cash Dividends and Other Distributions. In the event that at any time or from time to time after the Closing Date the Company shall distribute to holders of Common Stock (a) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities or (b) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (a) and (b), (i) any dividend or distribution described in Section 5.1 or (ii) any rights, options, warrants or securities described in Section 5.3), then the Company shall make the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). If the Company makes such distribution to the Holders of Warrants at a time such Warrants are not currently exercisable, such distributions shall be held in escrow until on or after the Release Date. In the event that the Company makes a good faith determination that it is impractical to distribute such distribution to Holders of Warrants, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Warrant immediately prior to the record date for any such dividend or distribution by a fraction, the numerator of which shall be the Current Market Value per share of Common Stock on the record date for such distribution, and the denominator of

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which shall be such Current Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the fair value (the “Fair Value”) (as determined in good faith by the Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a certified copy of which will be sent to Holders) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, warrants, options or subscription of purchase rights. Such adjustments shall be made whenever any distribution described in the preceding sentence is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment made pursuant to this Section 5.2 shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price; provided however, that such adjustment may have the effect of decreasing the Exercise Price.

SECTION 5.3. Rights Issue. In the event that at any time or from time to time after the Closing Date the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, any options or warrants for the purchase of, or any securities convertible into or exchangeable for Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities convertible into or exchangeable for Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower on the record date for such issuance than the then Current Market Value per share of Common Stock, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Warrant immediately prior to the date of issuance of such rights, options, warrants or securities by a fraction, (a) the numerator of which shall be (i) the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus (ii) the number of additional shares of Common Stock offered for subscription or purchase or issuable upon exercise of such options or warrants or into or for which such securities are convertible or exchangeable, and (b) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received through issuance of such rights, warrants, options, or convertible securities. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities. Notwithstanding any other provision of this Section 5.3, the number of shares of Common Stock purchasable upon exercise of any Warrant shall not be adjusted pursuant to this Section 5.3 in connection with the issuance or sale of rights, options, warrants or convertible or exchangeable securities described in clause (a) of Section 5.4.

If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible into or exchangeable for Common Stock subject to this Section 5.3, the consideration allocated to each such security shall be determined in good faith by the Board, whose determination shall be evidenced by a Board resolution filed with the Warrant Agent, a certified copy of which shall be delivered to each Holder.

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SECTION 5.4. Issuance of Additional Shares of Common Stock. In the event that at any time or from time to time after the Closing Date (A) the Company shall issue or sell (x) any additional shares of Common Stock for consideration (or Convertible Securities convertible into or exercisable to purchase for aggregate consideration, including the consideration for issuance of the Convertible Securities) in an amount per additional share of Common Stock less than the Current Market Value, (y) any additional shares of Common Stock for consideration (or Convertible Securities convertible into or exercisable to purchase for aggregate consideration, including the consideration for issuance of the Convertible Securities) in an amount per additional share of Common Stock at or above the Current Market Value in case of issuances of equity permitted by Section 2.9(g) of the Credit Agreement, or (z) without limiting the foregoing as set forth in clauses (x) and (y), any Management Options not included in the Management Securities, or (B) without limiting the foregoing as set forth in clauses (A)(x) and (y), the Houlihan Note shall become convertible into Common Stock or Convertible Securities, as the case may be, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of each Warrant immediately prior to such issue or sale by a fraction (a) the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, assuming conversion or exercise of any Convertible Securities (as adjusted from time to time for increases due to accruals of interest or other adjustments (other than anti-dilution adjustments which separately result in similar adjustments pursuant to this Article 5) pursuant to the terms of such Convertible Securities), including without limitation the Houlihan Note, and (b) the denominator of which shall be (I), in the case of an issuance as set forth in clauses (A)(x), (A)(z) or (B) above the number of shares of Common Stock outstanding immediately prior to such issue or sale and (II), in the case of an issuance as set forth in clause (A)(y) above, the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (ii) the number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received from the issuance or sale of the additional shares of Common Stock. For the purposes of this Section 5.4, the date as of which the Current Market Value per share of Common Stock shall be computed shall be the earlier of (x) the date immediately prior to the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (y) the date immediately prior to the date of actual issuance of such additional shares of Common Stock. In the event that the Company enters into a contract to acquire another Person in which transaction Common Stock is to be issued in exchange for such Person’s securities based upon a floating exchange ratio, then the Common Stock to be so issued shall be deemed to have been issued on the date immediately before the date such contract was entered into and the consideration to be received therefor shall be deemed to be the value for such Common Stock derived from such ratio on such date. Notwithstanding any other provision of this Section 5.4, the number of shares of Common Stock purchasable upon exercise of any Warrant shall not be adjusted pursuant to this Section 5.4 as a result of the issuance or series of issuances or sale of Common Stock in connection with (a) a transaction to which Section 5.1, 5.2 or 5.3 is applicable; (b) the exercise of the Warrants or the Secured Lender Warrants; (c) the exercise of the Management Options; and (d) the conversion of the Houlihan Note.

SECTION 5.5. Combination; Liquidation. (a) Except as provided in Section 5.5(b) and unless the escrowed Warrants have already been released from the escrow and

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returned to the Company for cancellation pursuant to Section 4.2(c)(ii) or 4.3(b) at the time of the consummation of any Combination, in the event of any Combination, upon consummation of any Combination, the escrowed Warrants of the Holders shall be released from the escrow, and the Holders shall receive new warrants in exchange for their escrowed Warrants and the new warrants shall be immediately exercisable for such number of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrants been exercised immediately prior to such event. Unless paragraph (b) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (the “Successor Company”) in such Combination will enter into an agreement with the Warrant Agent confirming the Holders’ rights pursuant to this Section 5.5(a) and providing for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 5. The provisions of this Section 5.5(a) shall similarly apply to successive Combinations involving any Successor Company.

(c) In the event of (i) a Combination where consideration to holders of Common Stock in exchange for their shares is payable partly or solely in cash, or (ii) the dissolution, liquidation or winding-up of the Company, the Holders of the Warrants shall be entitled to receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such event, less the Exercise Price; provided that if the consideration to holders of Common Stock in connection with a Combination is payable only partly in cash, with respect to the cash portion of the consideration, the Holders of the Warrants will receive cash distributions on a pro rata basis, and with respect to the non-cash portion of the consideration, the Holders of the Warrants shall receive new warrants as provided in Section 5.5(a).

(d) In case of any Combination described in this Section 5.5(c), the surviving or acquiring Person, and in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with the Warrant Agent the funds, if any, necessary to pay to the holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Warrant Agent shall make prompt payment to the Holders by delivering a check in such amount as is appropriate (or, in the case of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrants.

SECTION 5.6. Tender Offers; Exchange Offers. In the event that the Company or any subsidiary or Affiliate of the Company (excluding DDi Europe Limited and its wholly owned (direct and indirect) subsidiaries) shall purchase shares of Common Stock pursuant to a tender offer or an exchange offer for a price per share of Common Stock that is greater than the then Current Market Value per share of Common Stock in effect at the end of the trading day immediately following the day on which such tender offer or exchange offer expires, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Warrant immediately prior to such purchase by a fraction the numerator of which shall be the sum of (x) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer or exchange offer) of all shares of Common Stock validly tendered

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or exchanged and not withdrawn as of the expiration time of such tender offer or exchange offer (the “Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding (less the Purchased Shares) at the expiration time of such tender offer or exchange offer and the first reported sales price of the Common Stock on the trading day immediately following the day on which such tender offer or exchange offer expires and the denominator of which shall be the number of shares of Common Stock outstanding (including any Purchased Shares) at the expiration time of such tender offer or exchange offer multiplied by the first reported sales price of the Common Stock on the trading day immediately following the day on which such tender offer or exchange offer expires, such increase to become effective immediately prior to the opening of business on the day immediately following the day on which such tender offer or exchange offer expires.

SECTION 5.7. Other Events. If any event occurs as to which the foregoing provisions of this Article 5 are not strictly applicable, including but not limited to any other distribution, offer or similar dilutive event, or, if strictly applicable, would not in the good faith judgment of the Board fairly and adequately protect the purchase rights of the Warrants in accordance with the essential intent and principles of such provisions, then the Board shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Board, to protect such purchase rights as aforesaid, but in no event shall any such adjustment have the effect of decreasing the number of shares of Common Stock subject to purchase upon exercise of the Warrants.

SECTION 5.8. Current Market Value. For the purpose of any computation of Current Market Value under this Section 5 and Section 3.6, the “Current Market Value” per share of Common Stock at any date shall be (a) for purposes of Section 3.6, the closing price on the Business Day immediately prior to the date of the exercise of the applicable Warrant pursuant to Section 3 and (b) in all other cases, the weighted average of the daily closing prices for the five (5) consecutive trading days ending on the last full trading day on the exchange or market specified in the second succeeding sentence prior to the Time of Determination (as defined below); provided, however, that for purposes of the issuance of any Management Options, Current Market Value shall mean Fair Market Value as defined in the Management Incentive Plan. The term “Time of Determination” as used herein shall be the time and date of the earlier to occur of (A) the date as of which the Current Market Value is to be computed, (B) the date of the first public announcement of the issuance, sale, distribution or granting in question and (C) the last full trading day on such exchange or market before the commencement of “ex-dividend” trading in the Common Stock relating to the event giving rise to the adjustment required by this Section 5.8. The closing price for any day shall be the last reported sale price regular way, or in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case (1) on the principal national securities exchange on which the shares of Common Stock are listed or to which such shares are admitted to trading or (2) if the Common Stock is not listed or admitted to trading on a national securities exchange, in the over-the-counter market as reported by the Nasdaq National Market or Nasdaq Small Cap Market or any comparable system. In the absence of all of the foregoing, or if for any other reason the Current Market Value per share cannot be determined pursuant to the foregoing provisions of this Section 5.8, the Current Market Value per share shall be the fair market value thereof determined in good faith by the Board, provided that any determination of

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fair market value of such shares or other assets under this Agreement shall be subject to the reasonable approval of the Majority in Interest, and provided, further that any dispute with regard to any such determination of fair market value shall be resolved by an Independent Valuation Firm. The Company shall pay the fees and expenses of any Independent Valuation Firm involved in the determination of fair market value.

SECTION 5.9. Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in adjustments pursuant to this Article 5, if any thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (a) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (b) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 5.1 or 5.5) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

SECTION 5.10. Minimum Adjustment. The adjustments required by the preceding Sections of this Article 5 shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the number of shares of Common Stock purchasable upon exercise of Warrants that would otherwise be required shall be made (except in the case of a subdivision or combination of shares of Common Stock, as provided for in Section 5.1) unless and until such adjustment either by itself or with other adjustments not previously made increases or decreases by at least 1% the number of shares of Common Stock purchasable upon exercise of Warrants immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Article 5 and not previously made, would result in a minimum adjustment. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. In computing adjustments under this Article 5, fractional interests in Common Stock shall be taken into account to the nearest one-hundredth of a share.

SECTION 5.11. Notice of Adjustment. Whenever the number of shares of Common Stock and other property, if any, purchasable upon exercise of Warrants is adjusted, as herein provided, the Company shall deliver to the Warrant Agent a certificate of a firm of independent accountants (who may be the regular accountants employed by the Company) setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated (including a description of the basis on which the Board determined the fair market value of any evidences of indebtedness, other securities, property, warrants or other subscription or purchase rights), and specifying the number of shares of Common Stock purchasable upon exercise of Warrants after giving effect to such adjustment. The Warrant Agent shall be fully protected in relying on any such certificate and on any

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adjustment contained therein, and the Warrant Agent shall have no duty with respect to and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such written certificate. The Company shall promptly mail a copy of such certificate to each Holder in accordance with Section 8.5. The Warrant Agent shall be entitled to rely on such certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any Holder desiring an inspection thereof during reasonable business hours. The Warrant Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of the Exercise Price or the number of shares of Common Stock or other stock or property, purchasable on exercise of the Warrants, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment or the validity or value of any shares of Common Stock.

SECTION 5.12. No Adjustment Under Certain Circumstances. Notwithstanding anything herein to the contrary, the Exercise Price or the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall not be adjusted in connection with (i) any issuance on the Closing Date of any shares of Common Stock, the Warrants or the Secured Lender Warrants, (ii) any issuance after the Closing Date of any Management Securities or (iii) any adjustment to the exercise price of the Secured Lender Warrants or Management Options or the number of shares of Common Stock thereafter purchasable upon the exercise of each Secured Lender Warrant or Management Option if such adjustment is the result of the issuance of any shares of Common Stock, any stock or securities (directly or indirectly) convertible into or exchangeable for Common Stock or any rights or options for which an adjustment is provided pursuant to Article 5 of this Agreement.

SECTION 5.13. Notice of Certain Transactions. In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; (b) to offer the holders of its Common Stock rights to subscribe for or to purchase shares of Common Stock, any securities convertible into shares of Common Stock, or shares of stock of any class or any other securities, rights or options; (c) to effect any reclassification of its Common Stock, capital reorganization or Combination; or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 5.6, the Company shall within five (5) Business Days of the effectiveness of any such event send to the Warrant Agent and the Warrant Agent shall within two Business Days thereafter send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer, such notice to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, purchasable upon exercise of each Warrant after giving effect to any adjustment which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and, in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any

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other such action (including any action contemplated by clause (a) of Section 5.4), at least thirty (30) Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

SECTION 5.14. Adjustment to Warrant Certificate. The form of Warrant Certificate need not be changed because of any adjustment made pursuant to this Article 5, and Warrant Certificates issued after such adjustment may state the same number of shares of Common Stock as are stated in any Warrant Certificates issued prior to the adjustment. The Company, however, may at any time in its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and that does not affect the substance of the Warrant Certificate, and any Warrant Certificate thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed.

SECTION 5.15. Adjustment of Per Share Warrant Price. Upon each adjustment of the aggregate number of Warrant Shares issuable upon exercise of this Warrant under the provisions of this Section 5, the warrant price as measured per share (the “Per Share Warrant Price”) shall be adjusted by multiplying the Per Share Warrant Price in effect immediately prior to such adjustment by a fraction the numerator of which is the aggregate number of Warrant Shares for which this Warrant may be exercised immediately prior to such adjustment and the denominator of which is the aggregate number of Warrant Shares for which this Warrant may be exercised immediately after such adjustment. The Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the then Per Share Warrant Price.

ARTICLE 6.

Rights of Holders

SECTION 6.1. Registration Rights. The Holders of the Warrants and Warrant Shares shall be entitled to the registration rights set forth in the Registration Rights Agreement.

SECTION 6.2. No Voting Rights; Limitations of Liability. The Warrants shall not entitle any Holder thereof to any voting rights or other rights as a stockholder of the Company. No provision hereof, in the absence of affirmative action by the Holder to purchase Common Stock, and no enumeration herein of the rights or privileges of the Holder shall give rise to any liability of such Holder for the Exercise Price of Common Stock acquirable by exercise thereof or as a stockholder of the Company.

SECTION 6.3. Convertible Securities. The Company shall not issue any (a) Convertible Securities or similar securities that contain a provision that provides for any change or determination of the applicable conversion price, conversion rate, or exercise price (or a similar provision which might have a similar effect) based on any determination of the Current Market Value or other value of the Company’s securities or any other market-based or contingent standard (or such other value so long as the applicable conversion price, conversion rate or exercise price (or similar provision which might have a similar effect) is not less than 80% of the Current Market Value at the time of the issuance of such Convertible Securities) or

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(b) any preferred stock, debt instruments, or similar securities or investment instruments providing for (i) preferences or other payments substantially in excess of the original investment by purchasers thereof or (ii) dividends, interest, or similar payments other than dividends, interest or similar payments (but not including as interest or dividends the amortization as original issue discount or otherwise of a Convertible Security or similar security issued concurrently with or together with such debt or other investment interest if such Convertible Security or similar security triggers an adjustment pursuant to Article 5 above) computed on an annual basis and not in excess, directly or indirectly, of a rate equal to the greater of (A) twice the interest rate on 10-year U.S. Treasury Notes and (B) 20% of the initial purchase price of such securities.

ARTICLE 7.

Warrant Agent

SECTION 7.1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the provisions of this Agreement, and the Warrant Agent hereby accepts such appointment.

SECTION 7.2. Rights and Duties of Warrant Agent. (a) In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship or agency or trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrants.

(b) The Warrant Agent may consult with counsel (who may be legal counsel for the Company) satisfactory to it, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in accordance with such advice or opinion of such counsel.

(c) The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties; and such Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document shall be full authorization and protection to the Warrant Agent for any action taken, suffered or omitted by it under the provisions of this Agreement in reliance upon such Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document; but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such matter or may require such further or additional evidence as it may deem reasonable.

(d) The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably requested. The Warrant Agent shall not be liable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates countersigned by the Warrant

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Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Agreement or for the application by the Company of the proceeds of the Warrants. The Warrant Agent shall have no liability, duty or responsibility in case of any default by the Company in the performance of its covenants, conditions or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise. The Warrant Agent shall have no liability, duty or responsibility for the making of any adjustment in the Exercise Price, or number of shares issuable upon exercise of the Warrant Certificates or responsibility for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities are or will be validly authorized and issued and fully paid and nonassessable.

(e) The Warrant Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist that may require an adjustment of the number of shares of Common Stock purchasable upon exercise of each Warrant or with respect to the nature or extent of any adjustment when made, or with respect to the method employed, or herein or in any supplemental agreement provided to be employed, in making the same. The Warrant Agent shall not be accountable with respect to the validity or value of any shares of Common Stock or of any securities or property that may at any time be issued or delivered upon the exercise of any Warrant or upon any adjustment pursuant to Article 5, and it makes no representation with respect thereto. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates upon the surrender of any Warrant Certificate for the purpose of exercise or upon any adjustment pursuant to Article 5, or to comply with any of the covenants of the Company contained in Article 5.

(f) The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any one of the Officers, and to apply to such Officers for advice or instructions in connection with its duties, and such instructions shall be full authorization and protection to the Warrant Agent, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with instructions of any such Officer.

(g) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Warrant Agent shall not be liable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct (except as finally determined by a court of competent jurisdiction), except by reason of acts constituting bad faith, gross negligence or willful misconduct in the selection and continued employment thereof.

(h) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it believes that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

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(i) The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same.

(j) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company, the holder of any Warrant Certificate or any other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.

(k) The provisions of this Section 7.2 shall survive the termination of this Agreement, the exercise or expiration of the Warrants and the resignation or removal of the Warrant Agent.

SECTION 7.3. Individual Rights of Warrant Agent. The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or its affiliates or become pecuniarily interested in transactions in which the Company or its affiliates may be interested, or contract with or lend money to the Company or its affiliates or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

SECTION 7.4. Warrant Agent’s Disclaimer. The Warrant Agent shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement or the Warrant Certificates, and it shall not be responsible for any statement in this Agreement or the Warrant Certificates other than its countersignature thereon.

SECTION 7.5. Compensation and Indemnity. The Company and the Warrant Agent have entered into an agreement pursuant to which the Company agrees to pay the Warrant Agent compensation in accordance with the fee schedule attached hereto as Exhibit D for its engagement and to reimburse the Warrant Agent upon request for all reasonable out-of-pocket expenses incurred by it, including the reasonable compensation and expenses of the Warrant Agent’s agents and counsel incurred in the preparation, administration, delivery, execution and amendment of this Agreement and the performance of its duties under this Agreement. The Company shall indemnify the Warrant Agent against any and all losses, liabilities or expenses (including judgments, damages, fines, penalties, claims, demands, settlements, costs and agents’ and attorneys’ fees and expenses) incurred for anything done or omitted by the Warrant Agent arising out of or in connection with this Agreement except as a result of its gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction). The Warrant Agent shall notify the Company promptly of any claim for which it may seek indemnity.

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The Company’s obligations pursuant to this Section 7.5 shall survive the termination of this Agreement. The costs and expenses incurred by the Warrant Agent in enforcing the right to indemnification shall be paid by the Company unless it is determined by a final order, judgment, decree or ruling of a court of competent jurisdiction that the Warrant Agent is not entitled to indemnification due to its own gross negligence, bad faith, or willful misconduct. In no event will the Warrant Agent be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the possibility of such loss or damage. Any liability of the Warrant Agent under this Agreement to the Company will be limited to the amount of fees paid by the Company to the Warrant Agent.

SECTION 7.6. Successor Warrant Agent. (a) The Company agrees for the benefit of the Holders that there shall at all times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable.

(b) The Warrant Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be sooner than 30 days after the date on which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective, which date shall not be sooner than 30 days after such notice is given unless the Warrant Agent otherwise agrees. Any removal under this Section 7.6 shall take effect upon the appointment by the Company as hereinafter provided of a successor Warrant Agent (which shall be a Person authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent.

(c) In case at any time the Warrant Agent shall resign, shall be removed, shall become incapable of acting, shall be adjudged a bankrupt or insolvent, or shall commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or under any other applicable Federal or state bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant Agent or its property or affairs; or shall make an assignment for the benefit of creditors; or shall admit in writing its inability to pay its debts generally as they become due; or shall take corporate action in furtherance of any such action; or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect of the Warrant Agent in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or similar law; or a decree order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant Agent or of its property or affairs; or any public officer shall take charge or control of the Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation, winding up of or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder; provided, however, that in the event of the resignation of the Warrant Agent hereunder, such resignation shall be effective on the earlier of (i) the date specified in the Warrant Agent’s notice of resignation and (ii) the appointment and acceptance of a successor Warrant Agent hereunder.

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(d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the rights and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor as Warrant Agent hereunder.

(e) Any Person into which the Warrant Agent hereunder may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any Person to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

ARTICLE 8.

Miscellaneous

SECTION 8.1. Reports. As soon as any Warrant becomes outstanding, the Company shall provide the Warrant Agent and each Holder with such financial statements and reports as are distributed to holders of Common Stock generally.

SECTION 8.2. Persons Benefiting. Nothing in this Agreement is intended or shall be construed to confer upon any Person other than the Company, the Warrant Agent and the Holders any legal or equitable right, remedy or claim under or by reason of this Agreement or any part hereof, and this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders and their successors and permitted assigns.

SECTION 8.3. Amendment. This Agreement may be amended by the parties hereto without the consent of any Holder for the purpose of curing any ambiguity or curing, correcting or supplementing any defective provision contained herein or making any other provisions with respect to matters or questions arising under this Agreement as the Company and the Warrant Agent may deem necessary or desirable; provided, however, that such action shall not affect adversely the rights of the Holders or the rights, immunities, duties or liability of the Warrant Agent. Any amendment or supplement to this Agreement (including any Exhibit or Annex hereto) that has or would have an adverse effect on the interests of the Holders shall require the written consent of the Holders of a majority of the outstanding Warrants or, if no Warrants are outstanding, the Majority in Interest. The consent of each Holder affected shall be required for any amendment pursuant to which (i) the Exercise Price would be increased, (ii) the number of Warrant Shares purchasable upon exercise of Warrants would be decreased (other than pursuant to adjustments provided herein), or (iii) restrictions on transfer of the Warrants or

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Warrant Shares would be imposed. In determining whether the Holders of the required number of Warrants have concurred in any direction, waiver or consent, Warrants owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that for the purpose of determining whether the Warrant Agent shall be protected in relying on any such direction, waiver or consent, only Warrants which the Warrant Agent knows are so owned shall be so disregarded. Also, subject to the foregoing, only Warrants outstanding at the time shall be considered in any such determination. Notwithstanding the foregoing, the Warrant Agent shall have no obligation to, and shall incur no liability in failing to, join in and execute any such supplemental agreement or amendment if the rights, duties, liabilities or obligations of the Warrant Agent will be materially affected in any manner thereby.

SECTION 8.4. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows:

if to the Company:	DDi Corp.
	1220 North Simon Circle
	Anaheim, CA 92806
	Attention: Timothy J. Donnelly
with a copy to:	Kirkland & Ellis LLP
	777 South Figueroa Street
	Los Angeles, CA 90017
	Attention : Eva H. Davis
if to the Warrant Agent:
	Mellon Investor Services LLC
	400 S. Hope Street, 4th Floor
	Los Angeles, CA 90071
	Attention: Relationship Manager
with a copy to:	Mellon Investor Services LLC
	85 Challenger Road
	Ridgefield Park, New Jersey 07660
	Attention: General Counsel
if to the New Senior Accreting Note Holders:
	the address included in the records of the Warrant Agent
with a copy to:
	Hahn & Hessen LLP
	488 Madison Avenue, 14th Floor
	New York, NY 10022
	Attention: Jeffrey L. Schwartz

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The Company or the Warrant Agent by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the Certificate Register and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

SECTION 8.5. Business Days.

In any case where the Release Date or any date on which a Holder has a right to exercise Warrants shall not be a Business Day, then (notwithstanding any other provision of this Agreement) such action may be made or taken on the next succeeding Business Day with the same force and effect as if made or taken on the Release Date or such last day for exercise, respectively.

SECTION 8.6. Governing Law. This Agreement and the Warrant Certificates shall be governed by, construed and interpreted in accordance with the laws of the State of New York.

SECTION 8.7. Successors. All agreements of the Company in this Agreement and the Warrant Certificates shall bind its successors. All agreements of the Warrant Agent in this Agreement shall bind its successors.

SECTION 8.8. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

SECTION 8.9. Table of Contents. The table of contents and headings of the Articles and Sections of this Agreement have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 8.10. Severability. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid, illegal or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect in that jurisdiction only such clause or provision or part thereof and shall not in any manner affect such clause or provision in any other jurisdiction or any other clause or provision of this Agreement in any jurisdiction.

SECTION 8.11. Entire Agreement. This Agreement shall constitute the entire agreement of the parties with respect to the subject matter herein and supersedes all prior oral or written agreements in regard thereto.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

DDI CORP.
By:	/s/    Timothy Donnelly
	Name: Timothy Donnelly
	Title: Vice President
MELLON INVESTOR SERVICES LLC
as Warrant Agent
By:	/s/    Martha Mijango
	Name: Martha Mijango
	Title: Assistant Vice President

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EXHIBIT A

TO SENIOR DISCOUNT WARRANT

AGREEMENT

[FORM OF FACE OF WARRANT CERTIFICATE]

THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ISSUED PURSUANT TO THE JOINT PLAN OF REORGANIZATION (THE “PLAN”) OF DDI CAPITAL CORP. AND DDI CORP. (THE “DEBTORS”) IN THE CASE OF THE DEBTORS FILED IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (THE “BANKRUPTCY COURT”), CASE NO. 03-15261 (SMB) (JOINTLY ADMINISTERED). THE PLAN HAS BEEN CONFIRMED BY THE BANKRUPTCY COURT AND THIS WARRANT AND ANY WARRANT SHARE ISSUABLE UPON EXERCISE HEREOF AND ANY INTEREST THEREIN IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ANY STATE AND LOCAL SECURITIES LAWS AND IS FREELY TRANSFERABLE PURSUANT TO SECTION 1145(A) OF THE BANKRUPTCY REFORM ACT OF 1978, AS AMENDED, AS SET FORTH IN TITLE 11 OF THE UNITED STATES CODE, 11 U.S.C. §§101 ET SEQ.

NO WARRANTS AND NO WARRANT SHARES HELD BY AN UNDERWRITER OR AN AFFILIATE OF THE DEBTORS MAY BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED IN VIOLATION OF THE SECURITIES ACT OR STATE SECURITIES LAWS. ACCORDINGLY, THE DEBTORS RECOMMEND THAT POTENTIAL RECIPIENTS OF WARRANTS AND WARRANT SHARES CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH SECURITIES.

No.      Certificate for      Warrants

WARRANTS TO PURCHASE COMMON STOCK OF

DDI CORP.

THIS CERTIFIES THAT          or its registered assigns is/are the registered holder(s) of the number of Warrants set forth above (the “Warrants”). Each Warrant entitles the holder thereof (the “Holder”), at its option and subject to the provisions contained herein and in the Warrant Agreement referred to below, to purchase from DDi Corp., a California corporation (the “Company”), one share of Common Stock, $0.001 par value, of the Company (the “Common Stock”) at the per share exercise price of $0.001 (the “Exercise Price”) or by Cashless Exercise referred to below. This Warrant Certificate shall terminate and become void as of the close of business on December 31, 2008 (the “Expiration Date”), or upon the exercise hereof as to all the shares of Common Stock subject hereto. The number of shares purchasable upon exercise of the Warrants and the Exercise Price per share shall be subject to adjustment from time to time as set forth in the Warrant Agreement.

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This Warrant Certificate is issued under and in accordance with a Senior Discount Warrant Agreement dated as of December     , 2003 (the “Warrant Agreement”), between the Company and Mellon Investor Services LLC (the “Warrant Agent”, which term includes any successor Warrant Agent under the Warrant Agreement), and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Warrant Agreement for a full statement of the respective rights, limitations of rights, duties and obligations of the Company, the Warrant Agent and the Holders of the Warrants. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Warrant Agreement. A copy of the Warrant Agreement may be obtained for inspection by the Holder hereof upon written request to the Warrant Agent at Mellon Investor Services LLC, 400 S. Hope Street, 4^th Floor, Los Angeles, CA 90071, Attention: Relationship Manager. Acceptance of this Warrant Certificate constitutes agreement to the terms and provisions of the Warrant Escrow Agreement and Registration Rights Agreement.

Subject to the terms of the Warrant Agreement, the Warrants may be exercised in whole or in part (i) by surrender of this Warrant Certificate with the form of election to purchase Warrant Shares attached hereto duly executed and with the simultaneous payment of the Exercise Price in cash (subject to adjustment) to the Warrant Agent for the account of the Company at the office of the Warrant Agent or (ii) by Cashless Exercise. Payment of the Exercise Price in cash shall be made in cash or by certified or official bank check payable to the order of the Company or by wire transfer of funds to an account designated by the Company for such purpose. Payment by Cashless Exercise shall be made by the surrender of a Warrant or Warrants represented by one or more Warrant Certificates and without payment of the Exercise Price in cash, in exchange for the issuance of such number of shares of Common Stock equal to the product of (1) the number of shares of Common Stock for which such Warrant would otherwise then be nominally exercised if payment of the Exercise Price were being made in cash and (2) the Cashless Exercise Ratio.

As provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the Warrants shall be exercisable at any time from and after they have been released from escrow under the terms of the Warrant Agreement; provided, however, that no Warrant shall be exercisable after the Expiration Date.

Unless the escrowed Warrants have already been released from the escrow and returned to the Company for cancellation pursuant to Section 4.2(c)(ii) or 4.3(b) of the Warrant Agreement at the time of the consummation of any Combination, in the event the Company enters into a Combination involving an exchange of securities and/or property, upon consummation of the Combination, the escrowed Warrants of the Holder hereof will be released from the escrow, and such Holder will receive new warrants of the Successor Company in exchange for its released Warrants with substantially similar terms to the Warrants, and such new warrants will be immediately exercisable for such number of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrants been exercised immediately prior to such event. In the event the Company enters into a Combination where the consideration to holders of Common Stock in exchange for their shares is payable partly or solely in cash, upon consummation of the

30

Combination (a) with respect to the cash portion of the consideration, the Holder hereof will be entitled to receive cash distributions on an equal (but pro rata) basis with the holders of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such event, less the Exercise Price and (b) with respect to the non-cash portion of the consideration, the Holder hereof will receive a pro rata amount of new warrants of the Successor Company in exchange for such pro rata portion of its Warrants, which will be released from the escrow account as a result of such Combination, with substantially similar terms to the Warrants, and such new warrants will be immediately exercisable for a pro rata portion of such number of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrants been exercised immediately prior to such event. In the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price.

The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 2.4 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares.

Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate in respect of the shares of Common Stock as to which the Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. No fractional Warrant Shares will be issued upon the exercise of the Warrants, but the Company shall pay an amount in cash equal to the Current Market Value for one Warrant Share on the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole cent.

The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company. All shares of Common Stock issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable.

The holder in whose name the Warrant Certificate is registered may be deemed and treated by the Company and the Warrant Agent as the absolute owner of the Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary.

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This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent.

DDI CORP.
By
[SEAL]
Attest:
	Secretary
DATED:
Countersigned:
MELLON INVESTOR SERVICES LLC
as Warrant Agent,
By
	Authorized Signatory

32

EXHIBIT B

TO

SENIOR DISCOUNT WARRANT AGREEMENT

FORM OF ELECTION TO PURCHASE WARRANT SHARES

(to be executed only upon exercise of Warrants)

The undersigned hereby irrevocably elects to exercise              Warrants at an exercise price per Warrant (subject to adjustment) of $.01 to acquire an equal number of shares of Common Stock of DDi Corp. on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to the Warrant Agent, and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto.

Date:             ,         

(Signature of Owner)*

(Street Address)

(City) (State) (Zip Code)

Signature Guaranteed by:

Securities and/or check to be issued to:

* The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a national bank or trust company or by a member firm of any national securities exchange.

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

EXHIBIT C

TO

SENIOR DISCOUNT WARRANT AGREEMENT

FORM OF ASSIGNMENT

(To be signed only upon transfer of Warrant)

For value received, the undersigned hereby sells, assigns and transfers unto                          the right represented by the within Warrant to purchase              of Common Stock of DDi Corp. to which the within Warrant relates, and appoints                          Attorney to transfer such right on the books of DDi Corp. with full power of substitution in the premises.

Alternative 1: The undersigned is not currently an affiliate of the Company or an underwriter engaged in the distribution of such Warrant as those terms are defined in the rules of the Securities and Exchange Commission.

Or

Alternative 2: If the undersigned is an affiliate or an underwriter, (a) the undersigned has sold the securities represented by the within Warrant pursuant to a registration statement filed and made effective in accordance with the Securities Act and in a manner described under the caption “Plan of Distribution” in the prospectus included in such registration statement and that such sale complies with all applicable securities laws applicable to the undersigned, including without limitation, the prospectus delivery requirements, or (b), only in the case of an affiliate, has transferred such securities pursuant to an exemption from registration under the Securities Act and provided reasonable evidence of such exemption.

The Warrant being transferred hereby is one of the Warrants issued by DDi Corp. as of December     , 2003 to purchase an aggregate of              shares of Common Stock.

Date:             ,         

(Signature of Owner)*

(Street Address)

(City) (State) (Zip Code)

Signature Guaranteed by:

Securities to be issued to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

* The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a national bank or trust company or by a member firm of any national securities exchange.

EXHIBIT D

TO

SENIOR DISCOUNT WARRANT AGREEMENT

MELLON INVESTOR SERVICES LLC

Schedule of Fees

As Warrant Agent for

Secured Lender Warrants &

Senior Discount Warrants

Set-Up Fee		Included
Annual Administration Fee for combined warrant issues	$	2,500.00
Examining & Transferring Warrants (per warrant certificate)	$	75.00
Exercise of Warrants, each	$	100.00
Special Services
* Programming fees	$	250 per hour
* Internal Attorney Review of Agreement (if there are any variations on the standard language)	$	1,000.00
*Changes to shareholder file including transfer journal updates	$	50.00/account
* Additional Special Services		By Appraisal
* Media & Drafting Services	$	175 per hour

(1) Out of Pocket Expenses

Additional

Including Postage, Printing, Stationery,

Overtime, Transportation, Microfilming, Imprinting, etc.

ANNEX A TO

SENIOR DISCOUNT WARRANT AGREEMENT

Release Certificate

I. [Use the following paragraph in the event of release pursuant to Section 4.2 of the Senior Discount Warrant Agreement:]

The undersigned hereby certifies that as of the Release Date, each Holder listed on the attached Schedule I was the holder of the number of SDN Warrants set forth beside such Holder’s name.

Upon receipt of this duly completed Release Certificate, the Warrant Escrow Agent is hereby instructed to release to each Holder the number of SDN Warrants set forth beside such Holder’s name on the attached Schedule I, as provided under Section 4.2 of the Senior Discount Warrant Agreement between DDi Corp. and Mellon Investor Services LLC, dated as of December         , 2003.

		DDi Corp.
Date:
		Authorized Representative
		CONSENTED TO AND AGREED BY:
		[Holders of SDN Warrants]
	By:

[Attach Schedule I, which shall include a complete list of Holder names, the percentage and the corresponding total number of SDN Warrants to be released from escrow, and the percentage of the total number of SDN Warrants to be released to each Holder.]

II. [Use the following paragraph in the event of release pursuant to Section 4.3 of the Senior Discount Warrant Agreement:]

As the authorized representative of DDI Corp., I hereby certify in consideration of the terms and conditions of the Senior Discount Warrant Agreement between DDi Corp. and Mellon Investor Services LLC, dated as of December         , 2003, that the Company has repaid any and all of its SDN Indebtedness to the New Senior Accreting Note Holders via cash payment.

The undersigned therefore requests that Mellon Investor Services LLC, as Warrant Escrow Agent, release one hundred percent (100%) of the unearned SDN Warrants for the Common Stock of DDi Corp. in escrow as of the date hereof and deliver such SDN Warrants to DDi Corp. for cancellation in accordance with Section 4.3 of such agreement.

	DDI CORP.
Date:	By:
	CONSENTED TO AND AGREED BY:
	[Holder of SDN Warrants]
	By:
	[Holder of SDN Warrants]
	By:

EX-10.8

EX – 10.8

SENIOR DISCOUNT WARRANT ESCROW AGREEMENT

THIS SENIOR DISCOUNT WARRANT ESCROW AGREEMENT (this “Agreement”), is dated as of December 12, 2003, by and among DDi Corp., a Delaware corporation (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company, as escrow agent (the “Escrow Agent”).

WHEREAS, it is a condition to the effectiveness of the Debtors’ Modified First Amended Joint Plan of Reorganization, dated as of August 30, 2003, as confirmed by Order of the United States Bankruptcy Court for the Southern District of New York entered December 2, 2003 that the Company, among other things, issue warrants (the “Warrants”) to the Senior Discount Note Holders (each a “Holder” and collectively, the “Holders”), representing the right to purchase up to an aggregate of 762,876 shares of its common stock, $0.001 par value per share (the “Warrant Shares”), which Warrants will be deposited on the effective date of the Plan (the “Effective Date”) with the Escrow Agent hereunder and released and delivered to the Holders on the first business day after the twenty-four (24) month anniversary of the Effective Date (the “Release Date”) upon the terms and conditions set forth herein;

WHEREAS, each Holder’s acceptance of the Warrant Certificate in the form attached as Exhibit A to the Senior Discount Warrant Agreement dated the date hereof by and between the Company and Mellon Investor Services LLC, a New Jersey limited liability company, as Warrant Agent (the “Senior Discount Warrant Agreement”), shall constitute agreement to the terms and provisions of this Agreement; and

WHEREAS, the Company wishes to engage the Escrow Agent to act, and the Escrow Agent is willing to act, as escrow agent hereunder and, in that capacity, to hold, administer and distribute the Warrants deposited in escrow hereunder in accordance with, and subject to, the terms of this Agreement.

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Senior Discount Warrant Agreement.

NOW THEREFORE, for valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Escrow Agreement; Deposit of the Warrant.

(a) Appointment of and Acceptance by Escrow Agent. The Company hereby appoints the Escrow Agent to serve as escrow agent hereunder. The Escrow Agent hereby accepts such appointment and, upon receipt of the Warrants in accordance with section l(b) below, agrees to hold and release such Warrants in accordance with the terms this Agreement.

(b) Deposit of Warrant. On the Effective Date, the Company shall deposit the Warrants with the Escrow Agent (such Warrants while held by the Escrow Agent pursuant to this Agreement, the “Escrow Property”). The Escrow Agent hereby agrees that, upon receipt thereof, such Escrow Property shall be released from escrow hereunder only in conformity with, and upon the terms and conditions set forth in this Agreement.

SECTION 2. Release of the Escrow Property from Escrow. On the Release Date, the Escrow Agent shall release all or any portion of the Escrow Property in accordance with the instructions set forth in a certificate substantially in the form of Exhibit A hereto (the “Release Certificate”) which shall be executed by the Company. The number of Warrants to be released shall be the number of Warrants calculated under the terms of Sections 4.2 and 4.3 of the Senior Discount Warrant Agreement. The Release Certificate shall provide in reasonable detail instructions as to the delivery of the Escrow Property and the name(s) of the parties who will be receiving the Escrow Property. To the extent that certificates representing all or any portion of the Warrants are to be registered in names and/or denominations other than those set forth on the certificates constituting the Escrow Property, the Release Certificate shall provide such information and instructions. If necessary, the Escrow Agent shall present such certificates and information to the Company for registration of transfer, assignment or exchange and shall deliver such Warrants and any replacement Warrant(s) in accordance with the terms of the Release Certificate.

SECTION 3. Compensation and Reimbursement of Escrow Agent. The Company shall pay to the Escrow Agent compensation in accordance with the fee schedule attached hereto as Exhibit B for its engagement hereunder on or before the date hereof and to reimburse the Escrow Agent for all reasonable out-of-pocket costs and expenses, including the reasonable compensation and expenses of one counsel to the Escrow Agent incurred in the preparation, administration, delivery, execution and amendment of this Agreement and the performance of its duties under this Agreement, the escrow created hereby, and the performance or observance of duties hereunder.

SECTION 4. Responsibilities of the Escrow Agent. The Escrow Agent shall be obligated to perform only such duties as are expressly set forth in this Agreement. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement of the Company or the Holders beyond the specific terms hereof.

(a) Except as otherwise provided in section 5 below, the Escrow Agent shall not be liable hereunder except for its own gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) and the Company and the Holders shall jointly and severally agree to indemnify and hold the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants and experts for and hold it harmless as to any and all losses, liabilities or expenses, including judgments, damages, fines, penalties, claims, demands, settlements, costs and agents’ and attorneys’ fees, and expenses for anything done or omitted by the Escrow Agent arising out of or in connection with this Agreement except as a result of its gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction). The Escrow Agent shall notify the Company and the Holders promptly of any claim for which it may seek indemnity. The Company and the Holders’ obligations pursuant to this Section 4(a) shall survive the termination of this Agreement. The costs and expenses incurred by the Escrow Agent in enforcing the right to indemnification shall be jointly and severally paid by the

2

Company and the Holders unless it is determined by a final order, judgment, decree or ruling of a court of competent jurisdiction that the Escrow Agent is not entitled to indemnification due to its own gross negligence, bad faith or willful misconduct. In no event shall the Escrow Agent be liable (i) for acting in good faith, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction), in accordance with instructions from the Company and/or any Holder in accordance with the terms hereof, (ii) for the acts or omissions of its nominees, correspondents, designees, sub-holders or sub-custodians that do not constitute gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction), (iii) for incidental, indirect, special, punitive or consequential losses or damages, or (iv) for any amount in excess of the fees paid by the Company to the Escrow Agent.

(b) The Escrow Agent shall (in the absence of gross negligence, bad faith or willful misconduct; each as finally determined by a court of competent jurisdiction) be entitled to rely upon any order, judgment, certification, instruction, notice, opinion or other writing delivered to it in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof or such court’s jurisdiction in the matter. The Escrow Agent may (in the absence of gross negligence, bad faith or willful misconduct; each as finally determined by a court of competent jurisdiction) act in reliance upon any instrument comporting with the provisions of this Agreement or signature believed by it to be genuine and assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to inquire into or investigate the validity, accuracy or content of any such instrument or signature.

The Escrow Agent may at any time request in writing written instructions from the Company and the Holders and may at its option include in such request the course of action it proposes to take, and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder. In the absence of gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction), the Escrow Agent shall not be liable for acting without the consent of the Company and the Holders in accordance with such a proposal and the terms of this Agreement on or after the date specified therein, provided that the specified date shall be at least five (5) business days after the Company and the Holders receive the Escrow Agent’s request for instructions and its proposed course of action, and provided further that, prior to so acting, the Escrow Agent has not received the written instructions requested or other written instructions signed by the Company and the Holders not inconsistent with the terms of this Agreement. The Company and the Holders and the Escrow Agent shall send copies of all such written correspondence received or sent by such party to the other parties hereto.

(c) The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Property, any account in which Escrow Property is deposited or this Agreement, or to prosecute or defend any such legal action or proceeding brought by persons not a party to this Agreement. The Escrow Agent may act in accordance with the written advice of counsel chosen by it with respect to any matter relating to this Agreement and shall not be liable and shall be fully indemnified for any liability whatsoever for any action taken or omitted to be taken in accordance with such written advice. The Company and the Holders shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

3

(d) The Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow agent only and has only possession thereof.

(e) The Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any security or other document or instrument held by or delivered to it by the Company or any Holder.

(f) The Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder.

(g) The Escrow Agent may consult and obtain advice from counsel (who may be counsel to a party hereto or an employee of the Escrow Agent) and shall be fully protected in taking, suffering, or omitting to take any action in reliance on said advice.

(h) The Escrow Agent shall not be required to invest any amounts held as part of the Escrow Property.

(i) The Escrow Agent shall have no duties, responsibilities or obligations as the Escrow Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Escrow Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. Without limiting the foregoing, the Escrow Agent shall not be subject to, nor be required to comply with any agreement between or among the parties hereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.

(j) The Escrow Agent may execute or perform any duty, responsibility or obligation hereunder either directly or through agents, attorneys, accountants or other experts.

(k) The Escrow Agent may engage or be interested in any financial or other transaction with any party hereto or affiliate thereof, and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such party or affiliate, as freely as if it were not the Escrow Agent hereunder.

(l) The Escrow Agent shall not be obligated to expand or risk its own funds or to take any action which it believes would expose it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it.

(m) The Escrow Agent shall not take instructions or directions except those given in accordance with this Agreement.

(n) The Escrow Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Escrow Agent

4

(including without limitation any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication).

(o) This Section 4 shall survive termination of this Agreement and the resignation or substitution of the Escrow Agent.

SECTION 5. No Reimbursement or Indemnification Under Certain Circumstances. Notwithstanding anything herein to the contrary, any costs and expenses (including, but not limited to attorneys’ fees) incurred as a result of any legal action, proceeding or dispute between any or all of the parties hereunder shall be born by the party adjudged liable or responsible in connection therewith.

SECTION 6. Resignation and Removal of Escrow Agent. The Escrow Agent may resign at any time by giving at least thirty (30) days written notice to the Company and the Holders. Such resignation shall take effect upon the appointment of a successor escrow agent as provided below. During such 30-day period, the Company shall appoint a successor escrow agent that is reasonably acceptable to the Holders of a majority of the Warrant Shares (“Majority Holders”) at which time the Escrow Agent shall hold such property or funds, pending distribution, until all fees, costs and expenses or other obligations owed to the Escrow Agent are paid. If a successor escrow agent has not been appointed or has not accepted such appointment by the end of the 30-day period, the Escrow Agent shall apply to a court of competent jurisdiction for the appointment of a successor escrow agent, or for other appropriate relief.

(b) The Company may remove the Escrow Agent upon thirty (30) days written notice to the Escrow Agent and the Majority Holders. Such removal shall take effect upon delivery of the Escrow Property to a successor escrow agent designated in writing by the Company that is reasonably acceptable to the Majority Holders and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement and shall have no further duties or responsibilities in connection herewith. The Escrow Agent shall deliver the Escrow Property without unreasonable delay after receiving notice from the Company of its designation of a successor escrow agent and upon receipt of all fees and reimbursement for all reasonable costs and other expenses or other obligations owed to the Escrow Agent.

(c) If after forty-five (45) days from the date of delivery of its written notice of intent to resign or of the Company’s notice of removal the Escrow Agent has not received a written designation of a successor escrow agent, the Escrow Agent’s sole responsibility shall be to retain custody of the Escrow Property, or to apply to a court of competent jurisdiction for appointment of a successor escrow agent and after such appointment to have no further duties or responsibilities in connection herewith.

(d) Upon the appointment of a successor escrow agent and the acceptance of such appointment, such successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent’s resignation or removal, the provisions of this Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement.

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SECTION 7. Dispute Resolution. Except as provided in section 2, which provision shall be unaffected by this section 7, it is understood and agreed that, should any dispute arise with respect to the delivery, ownership, right of possession, and/or disposition of the Escrow Property, or should any claim be made upon the Escrow Agent or the Escrow Property by any party hereunder or any third party, the Escrow Agent upon receipt of notice of such dispute or claim is authorized and shall retain in its possession without liability to anyone, all or any of said Escrow Property until such dispute shall have been settled either by the mutual written agreement of the parties involved, by a final order, decree or judgment of a court of competent jurisdiction in New York, New York, the time for perfection of an appeal of such order, decree or judgment having expired. The Escrow Agent may, but shall be under no duty whatsoever to, institute or defend any legal proceedings which relate to the Escrow Property.

SECTION 8. Waiver of Jury Trial. THE ESCROW AGENT, THE COMPANY AND THE HOLDERS HEREBY WAIVE A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN THE ESCROW AGENT, THE COMPANY AND THE HOLDERS OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF ITS PROVISIONS OR ANY NEGOTIATIONS IN CONNECTION HEREWITH.

SECTION 9. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

SECTION 10. Persons Benefiting. Nothing in this Agreement is intended or shall be construed to confer upon any Person other than the Company, the Holders and the Escrow Agent any legal or equitable right, remedy or claim under or by reason of this Agreement or any part hereof, and this Agreement shall be for the sole and exclusive benefit of the Company, the Holders and the Escrow Agent and their successors and permitted assigns.

SECTION 11. Amendment and Waiver. This Agreement may be amended by the parties hereto for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or making any other provisions with respect to matters or questions arising under this Agreement as the parties hereto may deem necessary or desirable.

SECTION 12. Headings. The headings contained in this Agreement are for convenience of reference only and shall have no effect on the interpretation or operation thereof.

SECTION 13. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows:

(a) if to the Escrow Agent:

Mellon Investor Services LLC

400 S. Hope Street, 4th Floor

6

Los Angeles, CA 90071

Attn: Relationship Manager

with a copy to:

Mellon Investor Services LLC

85 Challenger Road

Ridgefield Park, New Jersey 07660

Attn: General Counsel

(b) if to the Company:

DDi Corp.

1220 North Simon Circle

Anaheim, CA 92806

Attn: Timothy J. Donnelly

with a copy to:

Kirkland & Ellis LLP

777 South Figueroa Street

Los Angeles, CA 90017

Attention: Eva H. Davis

(c) if to the Holders:

JP Morgan Partners

1221 Avenue of the Americas, 34^th Floor

New York, NY 10020

Attn: Kevin O’Brien

with a copy to:

Hahn & Hessen LLP

488 Madison Avenue

New York, NY 10022

Attention: Jeffrey L. Schwartz

The Company, the Escrow Agent or the Holders by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the Certificate Register and shall be sufficiently given if so mailed within the time prescribed.

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Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

SECTION 14. Business Days. In any case where the Release Date or any date on which a Holder has a right to exercise Warrants shall not be a business day, then (notwithstanding any other provision of this Agreement), such action may be made or taken on the next succeeding business day with the same force and effect as if made or taken on the Release Date.

SECTION 15. Severability. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid, illegal or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect in that jurisdiction only such clause or provision, or part thereof, and shall not in any manner affect such clause or provision in any other jurisdiction or any other clause or provision of this Agreement in any jurisdiction.

SECTION 16. Entire Agreement. This Agreement shall constitute the entire agreement of the parties with respect to the subject matter herein and supersedes all prior oral or written agreements in regard thereto.

SECTION 17. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

SECTION 18. Successors. All agreements of the Company in this Agreement shall bind its successors. All agreements of the Escrow Agent in this Agreement shall bind its successors.

SECTION 19. Table of Contents. The table of contents and headings of the sections of this Agreement have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 20. Termination. This Agreement shall terminate automatically following (i) disbursement of all Escrow Property or (ii) by agreement of the parties hereto (in accordance with the terms hereof); provided, however, that the obligations of the Company under section 3 and the Company and the Holders under section 4(b) (and any existing claims thereunder) shall survive termination of this Agreement and the resignation or removal of the Escrow Agent; provided, further, that until such disbursement, the Company and the Holders will cause this Agreement (or any permitted successor agreement) to remain in effect and will cause there to be an escrow agent (including any permitted successor thereto) acting hereunder (or under any such permitted successor agreement).

*    *    *    *    *

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IN WITNESS WHEREOF, the parties have caused this Senior Discount Warrant Escrow Agreement to be executed by duly authorized representatives as of the day and year first written above.

DDI CORP.
By:	/s/    Timothy Donnelly
	Name: Timothy Donnelly
	Title: Vice President

[SIGNATURE PAGE TO SENIOR DISCOUNT WARRANT ESCROW AGREEMENT]

MELLON INVESTOR SERVICES LLC, as Escrow Agent
By:	/s/    Martha Mijango
	Name: Martha Mijango
	Title: Assistant Vice President

[SIGNATURE PAGE TO SENIOR DISCOUNT WARRANT ESCROW AGREEMENT]

Exhibit A

Release Certificate

Release Certificate

I. [Use the following paragraph in the event of release pursuant to Section 4.2 of the Senior Discount Warrant Agreement:]

The undersigned hereby certifies that as of the Release Date, each Holder listed on the attached Schedule I was the holder of the number of Warrants set forth beside such Holder’s name.

Upon receipt of this duly completed Release Certificate, the Warrant Escrow Agent is hereby instructed to release to each Holder the number of Warrants set forth beside such Holder’s name on the attached Schedule I, as provided under Section 4.2 of the Senior Discount Warrant Agreement between DDi Corp. and Mellon Investor Services LLC, dated as of [        ], 2003.

	DDi Corp.
Date:
	Authorized Representative
	CONSENTED TO AND AGREED BY:
	[Holders of Warrants]
	By:

[Attach Schedule I, which shall include a complete list of Holder names, the percentage and the corresponding total number of Warrants to be released from escrow, and the percentage of the total number of Warrants to be released to each Holder.]

II. [Use the following paragraph in the event of release pursuant to Section 4.3 of the Senior Discount Warrant Agreement:]

As the authorized representative of DDI Corp., I hereby certify in consideration of the terms and conditions of the Senior Discount Warrant Agreement between DDi Corp. and Mellon Investor Services LLC, dated as of [            ], 2003, that the Company has repaid any and all of its SDN Indebtedness to the New Senior Accreting Note Holders via cash payment.

The undersigned therefore requests that Mellon Investor Services LLC, as Warrant Escrow Agent, release one hundred percent (100%) of the unearned Warrants for the Common Stock of DDi Corp. in escrow as of the date hereof and deliver such Warrants to DDi Corp. for cancellation in accordance with Section 4.3 of such agreement.

		DDI CORP.
Date:	By:
		CONSENTED TO AND AGREED BY:
		[Holder of Warrants]
		By:
		[Holder of Warrants]
		By:

Exhibit B

MELLON INVESTORS SERVICES LLC

Schedule of Fees

As Escrow Agent

Annual Fee	$	1,500.00
Includes:
Set-Up of escrow account
Processing of Escrow Issuances

EX-10.9

EX-10.9

REGISTRATION RIGHTS AGREEMENT

(Secured Lender Warrants)

THIS AGREEMENT is made as of December 12, 2003, by and among DDi Corp., a Delaware corporation (the “Company”), and JPMorgan Chase Bank, as Administrative Agent (in such capacity, the “Administrative Agent”) on behalf each of the holders of the Registrable Securities (as defined below) listed on the Schedule of Holders attached hereto (collectively referred to herein as the “Holders” and individually as a “Holder”). The Company and the Administrative Agent are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.

WHEREAS, on August 20, 2003, the Company and DDi Capital Corp. (“DDi Capital”, and together with the Company, the “Debtors”) filed voluntary petitions for relief pursuant to chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) as Case No. 03-15261;

WHEREAS, in connection with the Debtors’ Modified First Amended Joint Plan of Reorganization (as may be further amended, amended and restated, supplemented or modified from time to time, the “Plan”), as confirmed by the Bankruptcy Court on December 2, 2003, the Company is issuing to the Holders, warrants, representing the right to purchase up to an aggregate of 3,051,507 shares (the “Warrants”) of the Company’s common stock, $.001 par value per share (the “Common Stock”);

WHEREAS, in order to induce the Holders to support the Plan, the Company has agreed to provide the registration rights set forth in this Agreement; and

WHEREAS, the execution and delivery of this Agreement is a condition precedent to the effectiveness of the Plan and the occurrence of the effective date of the Plan (the “Effective Date”).

Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings ascribed to them in Section 8 hereof. Other capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Shelf Registration Statement.

(a) Filing of Registration Statement. Subject to the provisions set forth in Section 4 below, the Company shall prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or on another appropriate form under the Securities Act of 1933 (the “Securities Act”) (the “Shelf Registration Statement”) relating to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement

and Rule 415 under the Securities Act and thereafter shall use its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the first Business Day after the twenty-four (24) month anniversary of the Effective Date (the “Second Anniversary Date”), and once effective, to cause such Shelf Registration Statement to remain effective for a period ending on the earlier of (i) three (3) years after the Second Anniversary Date; and (ii) the date in which all the warrants covered by the Shelf Registration Statement have been exercised (the “Effective Period”); provided, however, that no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b) Registration Expenses. As further provided in Section 5 below, all Registration Expenses (as defined below) incurred in connection with the Shelf Registration Statement (whether incurred by the Company or the Holders) shall be borne by the Company (including, without limitation, all fees and expenses of the investment banker and manager (the “Managing Underwriter”) but excluding any commissions or underwriting discount of any investment banker or Managing Underwriter).

(c) Selection of Underwriter. The Holders of a majority of Registrable Securities shall have the right to retain and select an investment banker and the Managing Underwriter to administer the Shelf Registration Statement, subject to the Company’s approval which shall not be unreasonably withheld.

(d) Rule 144A. In the event the Shelf Registration Statement is not effective during any period during the Effective Period, the Company hereby agrees with each Holder to make available during such period, upon request of any Holders, to any Holder or beneficial owner of the Registrable Securities in connection with any sale thereof and any prospective purchaser thereof from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales pursuant to Rule 144A.

(e) Method of Distribution. The methods of distribution set forth in the Shelf Registration Statement shall be substantially in accordance with this subsection (e) for each Holder unless such Holder, individually, notifies the Company that such Holder wishes to change its methods of distribution to other methods reasonably acceptable to the Company, and the Company shall modify the methods of distribution for such Holder accordingly. The Registrable Securities may be sold from time to time by the Holders, or by pledgees, donees, transferees or other successors in interest. Such sales may be made on one or more exchanges or in the over-the-counter market, or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Registrable Securities may be sold by one or more of the following : (i) a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (ii) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to the Shelf Registration Statement; (iii) an exchange distribution in accordance with the rules of such exchange; (iv) ordinary brokerage transactions and transactions and transactions in which the broker solicits purchasers; (v) transactions between sellers and purchasers without a broker/dealer; and (vi) underwritten offerings. In addition, any securities covered by the Shelf Registration Statement which qualify

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for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to the Shelf Registration Statement. From time to time the Holders may engage in short sales, short sales versus the box, puts and calls and other transactions in securities of the issuer or derivatives thereof, and may sell and deliver the Registrable Securities in connection therewith. In effecting sales, brokers or dealers engaged by the Holders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from Holders in amounts to be negotiated immediately prior to the sale. The Holders and agents who execute orders on their behalf may be deemed to be underwriters as that term is defined in Section 2(11) of the Securities Act and a portion of any proceeds of sales and discount, commissions or other compensation may be deemed to be underwriting compensation for purposes of the Securities Act.

2. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to all Holders of its intention to effect such a registration and, subject to the terms of Sections 2(c) and 2(d) hereof, shall include in such registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 Business Days after the receipt of the Company’s notice.

(b) Piggyback Expenses. The Registration Expenses of the Holders, including without limitation, the reasonable fees of one counsel to the Holders shall be paid by the Company in all Piggyback Registrations.

(c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their good faith judgment the number of securities requested to be included in such registration exceeds the maximum number which can be sold therein without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities and the SDN Registrable Securities requested to be included therein by the Holders and the holders of the SDN Registrable Securities (the “SDN Holders”), respectively, pro rata according to their respective ownership and (iii) third, other securities selected by the Company in accordance with then existing agreements.

(d) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the maximum number which can be sold in such offering without adversely affecting the marketability of the offering the Company shall include in such registration (i) first, (A) the securities requested to be included therein by the holders requesting such registration and (B) the Registrable Securities and the SDN Registrable Securities requested to be included therein by the Holders and the SDN Holders, respectively, pro rata according to their respective ownership and (ii) second, other securities selected by the Company in accordance with then existing agreements.

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(e) Other Registrations. If the Company has previously filed a registration statement which has been declared effective with respect to Registrable Securities pursuant to Section 1 or this Section 2, and if such previous registration has not been withdrawn or abandoned, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any Holder or Holders, until a period of at least 120 days has elapsed from the effective date of such previous registration.

(f) Other Obligations. Notwithstanding any other provisions hereof, the Company shall use its best efforts to ensure that (i) any registration statement filed in connection with a Piggyback Registration, and any amendment thereto, and any prospectus forming a part thereof, and any supplement thereto, complies in all material respects with the Securities Act, (ii) any registration statement filed in connection with a Piggyback Registration, and any amendment thereto, does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any prospectus forming part of any registration statement filed in connection with a Piggyback Registration, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

3. Holdback Agreements.

(a) Each Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during (i) the period the Company reasonably believes is 7 days prior to the effective date of any underwritten registration and (ii) the 90-day period beginning on the effective date of any underwritten registration ((i) and (ii) are referred to herein as the “Holdback Period”) (in each of cases (i) and (ii), except as part of such underwritten registration), so long as such limitation applies to all directors, executive officers and greater than five (5) percent holders of the Company’s Common Stock and the Company provides each Holder notice of such Holdback Period at least 3 days prior to the commencement of such Holdback Period.

(b) The Company shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing such underwritten registration otherwise agree.

4. Registration Procedures. Whenever the Holders have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

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(a) prepare and file with the Commission a registration statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Holder copies of all such documents proposed to be filed);

(b) notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the Effective Period and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(f) advise such Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal, if such stop order should be issued;

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(g) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD Stock Market, Inc.;

(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(i) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);

(j) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(k) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(l) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after initial filing of the registration statement), provide copies of such document to counsel to the selling Holders and to the Managing Underwriter, if any, make the Company’s representatives available for discussion of such document and give due consideration to changes in such document prior to the filing thereof as counsel for the selling Holders may propose; and

(m) subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

5. Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees

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performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system, shall be borne by the Company.

6. Indemnification.

(a) The Company agrees to indemnify, to the extent permitted by law, each Holder, its officers, directors, employees, equity holders, general partners, limited partners, members, advisory directors, managing directors, each other Person who controls such Holder (within the meaning of the Securities Act) (each, a “Holder Member” and collectively, the “Holder Members”) and any underwriter (only in the case of underwritten registrations) against all losses, claims, actions, damages, liabilities and expenses caused by (i) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; provided, however, that the Company shall not be required to indemnify, in the case of any underwritten registration, any underwriter or, in the case of any registration which is not underwritten, each Holder and Holder Member, if (i) such untrue statement or omission or alleged untrue statement or omission was contained in any preliminary prospectus and corrected in the final prospectus or (ii) any amendment or supplement made in any preliminary prospectus does not contain any untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by such Holder or Holder Member resulted from the action, claim or suit by any Person who purchased Registrable Securities which are the subject thereof from the Company and it is established in the related proceeding that the Holder or any underwriter, as the case may be, failed to deliver or provide a copy of the final prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Securities sold to such Person if required by applicable law and such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was a result of noncompliance by the Holder or any underwriter, as the case may be, with this Section 6 or as a result of the failure of the Holder or any underwriter, as the case may be, to provide such final prospectus. In addition, the Company agrees to reimburse each Holder and Holder Member for any legal and any other expenses reasonably incurred by them as such expenses are incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability, action or proceeding, except insofar as the same are caused directly by any information furnished in writing to the Company by such Holder expressly for use in the registration statement, prospectus or preliminary prospectus or any amendment or by such Holder’s failure to deliver a copy of the registration statement, prospectus or preliminary prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same. In connection with an underwritten registration, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders.

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(b) In connection with any registration statement in which a Holder and any underwriter is participating, each such Holder or any underwriter shall furnish to the Company in writing such information and affidavits concerning such Holder or underwriter as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors, officers, employees, equity holders, general partners, limited partners, members, advisory directors, managing directors and each Person who controls the Company (within the meaning of the Securities Act) (each, a “Company Member” and collectively, the “Company Members”) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit concerning such Holder or underwriter so furnished in writing by such Holder or underwriter; provided, however, that the obligation to indemnify shall be individual, not joint and several, for each Holder and shall be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement; provided, further, that such Holder or underwriter shall not be required to indemnify the Company and/or each Company Member if (i) such untrue statement or omission or alleged untrue statement or omission was contained in any preliminary prospectus and corrected in the final prospectus or (ii) any amendment or supplement made in any preliminary prospectus does not contain any untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by the Company or Company Member resulted from action, claim or suit by any Person who purchased Registrable Securities which are the subject thereof from the Company and it is established in the related proceeding that the Company failed to deliver or provide a copy of the final prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Securities sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was a result of noncompliance by the Holder or any underwriter with this Section 6 or as a result of the failure of the Holder or any underwriter to provide such final prospectus. Notwithstanding anything herein to the contrary, the Company shall not be obligated to effect any underwritten registration unless all the underwriters participating in any such underwritten registration agree to the terms of this Section 6(b).

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more

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than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company’s indemnification is unavailable for any reason.

(e) If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(f) Notwithstanding anything in this Section 6 to the contrary, the indemnifying party shall not be liable for any amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party (which consent shall not be unreasonably withheld).

7. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the

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Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. Definitions.

(a) “Registrable Securities” means (i) the Warrants, (ii) the Common Stock issuable upon exercise of the Warrants and (iii) any securities issued with respect to the Common Stock issuable upon exercise of the Warrants by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed to the public pursuant to a offering registered under the Securities Act. For purposes of this Agreement, a Person shall be deemed to be a Holder, and the Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a Holder hereunder.

(b) “SDN Registrable Securities” means (i) the warrants representing the right to purchase shares of Common Stock issued to the SDN Holders pursuant to the Plan, (ii) the Common Stock 762,876 issuable upon exercise of such warrants and (iii) any securities issued with respect to the Common Stock issuable upon the exercise of such warrants by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular SDN Registrable Securities, such securities shall cease to be SDN Registrable Securities when they have been distributed to the public pursuant to a offering registered under the Securities Act.

9. Miscellaneous.

(a) No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders in this Agreement. The Holders acknowledge that the other registration rights agreements entered into by the Company pursuant to the Plan are not inconsistent with or violative of the rights granted to the Holders under this Agreement.

(b) Adjustments Affecting Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the Holders to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would materially and adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split or a combination of shares).

(c) Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted

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by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

(d) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and Holders of at least 50% of the Registrable Securities. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(e) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or Holders are also for the benefit of, and enforceable by, any subsequent Holder.

(f) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(g) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(h) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(i) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(j) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.

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(1) If to a Holder, at the most current address indicated on the Schedule of Holders.

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attn: Kathrine A. McLendon

(2) If to the Company, at the address indicated below:

DDi Corp.

1220 North Simon Circle

Anaheim, CA 92806-1827

Attn: Timothy J. Donnelly

with a copy to:

Kirkland & Ellis LLP

777 South Figueroa Street

Los Angeles, CA 90017

Attn: Eva H. Davis

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

[The remainder of this page is left blank intentionally]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

DDi CORP.
By:	/s/    Timothy Donnelly
	Name: Timothy Donnelly Title: Vice President

[Signature Page to Registration Rights Agreement (Secured Lender Warrants)]

JPMORGAN CHASE BANK, as Administrative
Agent
By:	/s/    Michael Lancia
	Name: Michael Lancia
	Title: Vice President

[Signature Page to Registration Rights Agreement (Secured Lender Warrants)]

Schedule of Holders

List of Initial Lenders and Warrant Shares Distribution

	Total Outstanding		% of Total Outstanding		Warrant Shares	% of Warrant Shares
JPMorgan Chase Bank	$	6,392,896.04	8.77	%	267,625.0	8.77	%
Crescent/Mach I Partners, L.P.		1,492,174.23	2.05	%	62,466.7	2.05	%
KZH Crescent-2 LLC		1,989,565.64	2.73	%	83,288.9	2.73	%
KZH Crescent-3 LLC		1,492,174.23	2.05	%	62,466.7	2.05	%
TCW Select Loan Fund, Limited		3,153,468.21	4.33	%	132,013.2	4.33	%
Castle Hill I-Ingots, Ltd.		6,631,885.45	9.10	%	277,629.8	9.10	%
Sankaty High Yield Partners II, L.P.		1,432,289.53	1.96	%	59,959.8	1.96	%
Jana Master Fund, LTD		6,963,479.80	9.55	%	291,511.3	9.55	%
Morgan Stanley Prime Income Trust		4,642,319.86	6.37	%	194,340.9	6.37	%
Grayston CLO 2001-01 Ltd.		3,882,422.21	5.33	%	162,529.4	5.33	%
KZH CypressTree-1 LLC		3,398,841.33	4.66	%	142,285.3	4.66	%
Spring Street Partners - II, L.P.		3,380,914.98	4.64	%	141,534.8	4.64	%
Van Kampen Senior Loan Fund		2,984,348.47	4.09	%	124,933.4	4.09	%
Deutsche Bank Trust Company Americas		2,535,686.24	3.48	%	106,151.1	3.48	%
CypressTree Investment Partners I		2,155,362.80	2.96	%	90,229.7	2.96	%
CypressTree Investment Partners II		331,594.30	0.45	%	13,881.5	0.45	%
IBM Credit LLC		2,391,990.20	3.28	%	100,135.6	3.28	%
Dresdner Bank AG		2,253,943.32	3.09	%	94,356.5	3.09	%
Citizens Financial Corporation		2,253,943.32	3.09	%	94,356.5	3.09	%
Smoky River CDO, L.P.		2,238,261.36	3.07	%	93,700.1	3.07	%
Bank of Nova Scotia		1,690,457.49	2.32	%	70,767.4	2.32	%
Pilgrim CLO 1999-1 Ltd.		1,661,293.93	2.28	%	69,546.5	2.28	%
Pilgrim America High Income Investments Ltd.		1,492,174.23	2.05	%	62,466.7	2.05	%
JPMorgan Chase Bank		1,286,292.21	1.76	%	53,847.9	1.76	%
Massachusetts Mutual Life Insurance Company		746,087.12	1.02	%	31,233.4	1.02	%
Somers CDO Ltd.		497,391.42	0.68	%	20,822.2	0.68	%
Bank Austria Creditanstalt Corp. Finance		1,126,971.67	1.55	%	47,178.3	1.55	%
Brant Point II CBO 2000-1 Ltd.		557,276.09	0.76	%	23,329.2	0.76	%
Harbour Town Funding Trust		552,657.14	0.76	%	23,135.8	0.76	%
MassMutual High Yield Partners II, LLC		746,087.12	1.02	%	31,233.4	1.02	%
Indosuez Capital Funding IIA, Ltd.		407,847.67	0.56	%	17,073.7	0.56	%
SunAmerica Senior Floating Rate Fund Inc.		82,898.56	0.11	%	3,470.4	0.11	%
GSC Partners Gemini Fund Limited		47,920.00	0.07	%	2,006.1	0.07	%
Total	$	72,892,916.17	100.00	%	3,051,507.0	100.00	%

Schedule

EX-10.10

EX – 10.10

REGISTRATION RIGHTS AGREEMENT

(Senior Discount Warrants)

THIS AGREEMENT is made as of December 12, 2003, by DDi Corp., a Delaware corporation (the “Company”) for the benefit of the holders of the Registrable Securities (as defined below) (each, a “Holder” and collectively, the “Holders”).

WHEREAS, on August 20, 2003, the Company and DDi Capital Corp. (“DDi Capital”, and together with the Company, the “Debtors”) filed voluntary petitions for relief pursuant to chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) as Case No. 03-15261;

WHEREAS, in connection with the Debtors’ Modified First Amended Joint Plan of Reorganization, as confirmed by the Bankruptcy Court on December 2, 2003, the Company is issuing to the Holders warrants, representing the right to purchase up to an aggregate of 762,876 shares (the “Warrants”) of the Company’s common stock, $.001 par value per share (the “Common Stock”);

WHEREAS, each Holder’s acceptance of the Warrant Certificate in the form of Exhibit A to the Senior Discount Warrant Agreement dated the date hereof by and between the Company and Mellon Investor Services LLC, a New Jersey limited liability company, as Warrant Agent (the “Warrant Agent”), shall constitute agreement to the terms and provisions of this Agreement;

WHEREAS, in order to induce the Holders to support the Plan, the Company has agreed to provide the registration rights set forth in this Agreement; and

WHEREAS, the execution and delivery of this Agreement is a condition precedent to the effectiveness of the Plan and the occurrence of the effective date of the Plan (the “Effective Date”).

Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings ascribed to them in Section 8 hereof. Other capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Shelf Registration Statement.

(a) Filing of Registration Statement. Subject to the provisions set forth in Section 4 below, the Company shall prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or on another appropriate form under the Securities Act of 1933 (the “Securities Act”) (the “Shelf Registration Statement”) relating to the offer and sale of the Registrable Securities by the Holders thereof from time to

time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act and thereafter shall use its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the first Business Day after the twenty-four (24) month anniversary of the Effective Date (the “Second Anniversary Date”), and once effective, to cause such Shelf Registration Statement to remain effective for a period ending on the earlier of (i) three (3) years after the Second Anniversary Date; and (ii) the date in which all the warrants covered by the Shelf Registration Statement have been exercised (the “Effective Period”); provided, however, that no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b) Registration Expenses. As further provided in Section 5 below, all Registration Expenses (as defined below) incurred in connection with the Shelf Registration Statement (whether incurred by the Company or the Holders) shall be borne by the Company (including, without limitation, all fees and expenses of the investment banker and manager (the “Managing Underwriter”) but excluding any commissions or underwriting discount of any investment banker or Managing Underwriter).

(c) Selection of Underwriter. The Holders of a majority of Registrable Securities shall have the right to retain and select an investment banker and the Managing Underwriter to administer the Shelf Registration Statement, subject to the Company’s approval which shall not be unreasonably withheld.

(d) Rule 144A. In the event the Shelf Registration Statement is not effective during any period during the Effective Period, the Company hereby agrees with each Holder to make available during such period, upon request of any Holders, to any Holder or beneficial owner of the Registrable Securities in connection with any sale thereof and any prospective purchaser thereof from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales pursuant to Rule 144A.

(e) Method of Distribution. The methods of distribution set forth in the Shelf Registration Statement shall be substantially in accordance with this subsection (e) for each Holder unless such Holder, individually, notifies the Company that such Holder wishes to change its methods of distribution to other methods reasonably acceptable to the Company, and the Company shall modify the methods of distribution for such Holder accordingly. The Registrable Securities may be sold from time to time by the Holders, or by pledgees, donees, transferees or other successors in interest. Such sales may be made on one or more exchanges or in the over-the-counter market, or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Registrable Securities may be sold by one or more of the following : (i) a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (ii) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to the Shelf Registration Statement; (iii) an exchange distribution in accordance with the rules of such exchange; (iv) ordinary brokerage transactions and transactions and transactions in which the broker solicits purchasers; (v) transactions between sellers and purchasers without a broker/dealer; and (vi) underwritten

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offerings. In addition, any securities covered by the Shelf Registration Statement which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to the Shelf Registration Statement. From time to time the Holders may engage in short sales, short sales versus the box, puts and calls and other transactions in securities of the issuer or derivatives thereof, and may sell and deliver the Registrable Securities in connection therewith. In effecting sales, brokers or dealers engaged by the Holders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from Holders in amounts to be negotiated immediately prior to the sale. The Holders and agents who execute orders on their behalf may be deemed to be underwriters as that term is defined in Section 2(11) of the Securities Act and a portion of any proceeds of sales and discount, commissions or other compensation may be deemed to be underwriting compensation for purposes of the Securities Act.

2. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to all Holders of its intention to effect such a registration and, subject to the terms of Sections 2(c) and 2(d) hereof, shall include in such registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 Business Days after the receipt of the Company’s notice.

(b) Piggyback Expenses. The Registration Expenses of the Holders, including without limitation, the reasonable fees of one counsel to the Holders shall be paid by the Company in all Piggyback Registrations.

(c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their good faith judgment the number of securities requested to be included in such registration exceeds the maximum number which can be sold therein without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities and the Secured Lender Registrable Securities requested to be included therein by the Holders and the holders of the Secured Lender Registrable Securities (the “Secured Lenders”), respectively, pro rata according to their respective ownership and (iii) third, other securities selected by the Company in accordance with then existing agreements.

(d) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the maximum number which can be sold in such offering without adversely affecting the marketability of the offering the Company shall include in such registration (i) first, (A) the securities requested to be included therein by the holders requesting such registration and (B) the Registrable Securities and the

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Secured Lender Registrable Securities requested to be included therein by the Holders and the Secured Lenders, respectively, pro rata according to their respective ownership and (ii) second, other securities selected by the Company in accordance with then existing agreements.

(e) Other Registrations. If the Company has previously filed a registration statement which has been declared effective with respect to Registrable Securities pursuant to Section 1 or this Section 2, and if such previous registration has not been withdrawn or abandoned, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any Holder or Holders, until a period of at least 120 days has elapsed from the effective date of such previous registration.

(f) Other Obligations. Notwithstanding any other provisions hereof, the Company shall use its best efforts to ensure that (i) any registration statement filed in connection with a Piggyback Registration, and any amendment thereto, and any prospectus forming a part thereof, and any supplement thereto, complies in all material respects with the Securities Act, (ii) any registration statement filed in connection with a Piggyback Registration, and any amendment thereto, does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any prospectus forming part of any registration statement filed in connection with a Piggyback Registration, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

3. Holdback Agreements.

(a) Each Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during (i) the period the Company reasonably believes is 7 days prior to the effective date of any underwritten registration and (ii) the 90-day period beginning on the effective date of any underwritten registration ((i) and (ii) are referred to herein as the “Holdback Period”) (in each of cases (i) and (ii), except as part of such underwritten registration), so long as such limitation applies to all directors, executive officers and greater than five (5) percent holders of the Company’s Common Stock and the Company provides each Holder notice of such Holdback Period at least 3 days prior to the commencement of such Holdback Period.

(b) The Company shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing such underwritten registration otherwise agree.

4. Registration Procedures. Whenever the Holders have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best

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efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

(a) prepare and file with the Commission a registration statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Holder copies of all such documents proposed to be filed);

(b) notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the Effective Period and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(f) advise such Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal, if such stop order should be issued;

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(g) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD Stock Market, Inc.;

(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(i) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);

(j) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(k) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(l) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after initial filing of the registration statement), provide copies of such document to counsel to the selling Holders and to the Managing Underwriter, if any, make the Company’s representatives available for discussion of such document and give due consideration to changes in such document prior to the filing thereof as counsel for the selling Holders may propose; and

(m) subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

5. Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company

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(all such expenses being herein called “Registration Expenses”), the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system, shall be borne by the Company.

6. Indemnification.

(a) The Company agrees to indemnify, to the extent permitted by law, each Holder, its officers, directors, employees, equity holders, general partners, limited partners, members, advisory directors, managing directors, each other Person who controls such Holder (within the meaning of the Securities Act) (each, a “Holder Member” and collectively, the “Holder Members”) and any underwriter (only in the case of underwritten registrations) against all losses, claims, actions, damages, liabilities and expenses caused by (i) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; provided, however, that the Company shall not be required to indemnify, in the case of any underwritten registration, any underwriter or, in the case of any registration which is not underwritten, each Holder and Holder Member, if (i) such untrue statement or omission or alleged untrue statement or omission was contained in any preliminary prospectus and corrected in the final prospectus or (ii) any amendment or supplement made in any preliminary prospectus does not contain any untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by such Holder or Holder Member resulted from the action, claim or suit by any Person who purchased Registrable Securities which are the subject thereof from the Company and it is established in the related proceeding that the Holder or any underwriter, as the case may be, failed to deliver or provide a copy of the final prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Securities sold to such Person if required by applicable law and such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was a result of noncompliance by the Holder or any underwriter, as the case may be, with this Section 6 or as a result of the failure of the Holder or any underwriter, as the case may be, to provide such final prospectus. In addition, the Company agrees to reimburse each Holder and Holder Member for any legal and any other expenses reasonably incurred by them as such expenses are incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability, action or proceeding, except insofar as the same are caused directly by any information furnished in writing to the Company by such Holder expressly for use in the registration statement, prospectus or preliminary prospectus or any amendment or by such Holder’s failure to deliver a copy of the registration statement, prospectus or preliminary prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same. In connection with an underwritten registration, the Company shall

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indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders.

(b) In connection with any registration statement in which a Holder and any underwriter is participating, each such Holder or any underwriter shall furnish to the Company in writing such information and affidavits concerning such Holder or underwriter as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors, officers, employees, equity holders, general partners, limited partners, members, advisory directors, managing directors and each Person who controls the Company (within the meaning of the Securities Act) (each, a “Company Member” and collectively, the “Company Members”) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit concerning such Holder or underwriter so furnished in writing by such Holder or underwriter; provided, however, that the obligation to indemnify shall be individual, not joint and several, for each Holder and shall be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement; provided, further, that such Holder or underwriter shall not be required to indemnify the Company and/or each Company Member if (i) such untrue statement or omission or alleged untrue statement or omission was contained in any preliminary prospectus and corrected in the final prospectus or (ii) any amendment or supplement made in any preliminary prospectus does not contain any untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by the Company or Company Member resulted from action, claim or suit by any Person who purchased Registrable Securities which are the subject thereof from the Company and it is established in the related proceeding that the Company failed to deliver or provide a copy of the final prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Securities sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was a result of noncompliance by the Holder or any underwriter with this Section 6 or as a result of the failure of the Holder or any underwriter to provide such final prospectus. Notwithstanding anything herein to the contrary, the Company shall not be obligated to effect any underwritten registration unless all the underwriters participating in any such underwritten registration agree to the terms of this Section 6(b).

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. An indemnifying party who is not entitled to, or elects not

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to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company’s indemnification is unavailable for any reason.

(e) If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(f) Notwithstanding anything in this Section 6 to the contrary, the indemnifying party shall not be liable for any amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party (which consent shall not be unreasonably withheld).

7. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such

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Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. Definitions.

(a) “Registrable Securities” means (i) the Warrants, (ii) the Common Stock issuable upon exercise of the Warrants and (iii) any securities issued with respect to the Common Stock issuable upon the exercise of the Warrants by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed to the public pursuant to a offering registered under the Securities Act. For purposes of this Agreement, a Person shall be deemed to be a Holder, and the Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a Holder hereunder.

(b) “Secured Lender Registrable Securities” means (i) the warrants representing the right to purchase 3,051,507 shares of Common Stock issued to the Secured Lenders, (ii) the Common Stock issuable upon exercise of such warrants and (iii) any securities issued with respect to the Common Stock issuable upon exercise of such warrants by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Secured Lender Registrable Securities, such securities shall cease to be Secured Lender Registrable Securities when they have been distributed to the public pursuant to a offering registered under the Securities Act.

9. Miscellaneous.

(a) No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders in this Agreement. The Holders acknowledge that the other registration rights agreements entered into by the Company pursuant to the Plan are not inconsistent with or violative of the rights granted to the Holders under this Agreement.

(b) Adjustments Affecting Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the Holders to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would materially and adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split or a combination of shares).

(c) Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by

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reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

(d) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and Holders of at least 50% of the Registrable Securities. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(e) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or Holders are also for the benefit of, and enforceable by, any subsequent Holder.

(f) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(g) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(h) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(i) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(j) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.

(1) If to a Holder, at the most current address indicated in the records of the Warrant Agent.

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with a copy to:

Hahn & Hessen LLP

488 Madison Avenue

New York, NY 10022

Attn: Jeffrey L. Schwartz

(2) If to the Company, at the address indicated below:

DDi Corp.

1220 North Simon Circle

Anaheim, CA 92806-1827

Attn: Timothy J. Donnelly

with a copy to:

Kirkland & Ellis LLP

777 South Figueroa Street

Los Angeles, CA 90017

Attn: Eva H. Davis

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

[The remainder of this page is left blank intentionally]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

DDi CORP.
By:	/s/    Timothy Donnelly
	Name: Timothy Donnelly
	Title: Vice President

[Signature Page to Registration Rights Agreement (Senior Discount Warrants)]

EX-10.11

EX – 10.11

REGISTRATION RIGHTS AGREEMENT

(New DDi Corp. Preferred Stock)

THIS AGREEMENT is made as of December 12, 2003, by DDi Corp., a Delaware corporation (the “Company”) for the benefit of the holders of the Registrable Securities (as defined below) (each, a “Holder” and collectively, the “Holders”).

WHEREAS, on August 20, 2003, the Company and DDi Capital Corp. (“DDi Capital”, and together with the Company, the “Debtors”) filed voluntary petitions for relief pursuant to chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) as Case No. 03-15261;

WHEREAS, in connection with the Debtors’ Modified First Amended Joint Plan of Reorganization, as confirmed by the Bankruptcy Court on December 2, 2003, the Company is issuing to the Holders an aggregate of 1,000,000 shares of the Company’s Series A Preferred Stock, $.001 par value per share (the “Preferred Shares”);

WHEREAS, in order to induce the Holders to support the Plan, the Company has agreed to provide the registration rights set forth in this Agreement; and

WHEREAS, the execution and delivery of this Agreement is a condition precedent to the effectiveness of the Plan and the occurrence of the effective date of the Plan (the “Effective Date”).

Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings ascribed to them in Section 9 hereof. Other capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Third Party Joinder. Prior to receipt of any benefits of this Agreement, each Holder shall be required to execute a joinder acknowledging that each such Holder is a party to this Agreement and is bound by the terms of this Agreement.

2. Shelf Registration Statement.

(a) Filing of Registration Statement. Subject to the provisions set forth in Section 4 below, the Company shall prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or on another appropriate form under the Securities Act of 1933 (the “Securities Act”) (the “Shelf Registration Statement”) relating to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act and thereafter shall use its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the first

Business Day after the twelve (12) month anniversary of the Effective Date (the “Anniversary Date”), and once effective, to cause such Shelf Registration Statement to remain effective for a period of two (2) years after the Anniversary Date (the “Effective Period”); provided, however, that no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b) Registration Expenses. As further provided in and subject to Section 6 below, all Registration Expenses (as defined below) incurred in connection with the Shelf Registration Statement (whether incurred by the Company or the Holders) shall be borne by the Company (including, without limitation, all fees and expenses of the investment banker and manager (the “Managing Underwriter”) but excluding any commissions or underwriting discount of any investment banker or Managing Underwriter).

(c) Selection of Underwriter. The Holders of a majority of Registrable Securities shall have the right to retain and select an investment banker and the Managing Underwriter to administer the Shelf Registration Statement, subject to the Company’s approval which shall not be unreasonably withheld.

(d) Rule 144A. In the event the Shelf Registration Statement is not effective during any period during the Effective Period, the Company hereby agrees with each Holder to make available during such period, upon request of any Holders, to any Holder or beneficial owner of the Registrable Securities in connection with any sale thereof and any prospective purchaser thereof from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales pursuant to Rule 144A.

(e) Method of Distribution. The methods of distribution set forth in the Shelf Registration Statement shall be substantially in accordance with this subsection (e) for each Holder unless such Holder, individually, notifies the Company that such Holder wishes to change its methods of distribution to other methods reasonably acceptable to the Company, and the Company shall modify the methods of distribution for such Holder accordingly. The Registrable Securities may be sold from time to time by the Holders, or by pledgees, donees, transferees or other successors in interest. Such sales may be made on one or more exchanges or in the over-the-counter market, or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Registrable Securities may be sold by one or more of the following : (i) a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (ii) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to the Shelf Registration Statement; (iii) an exchange distribution in accordance with the rules of such exchange; (iv) ordinary brokerage transactions and transactions and transactions in which the broker solicits purchasers; (v) transactions between sellers and purchasers without a broker/dealer; and (vi) underwritten offerings. In addition, any securities covered by the Shelf Registration Statement which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to the Shelf Registration Statement. From time to time the Holders may engage in short sales, short sales versus the box, puts and calls and other transactions in securities of the issuer or derivatives thereof, and may sell and deliver the Registrable Securities in connection therewith. In effecting

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sales, brokers or dealers engaged by the Holders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from Holders in amounts to be negotiated immediately prior to the sale. The Holders and agents who execute orders on their behalf may be deemed to be underwriters as that term is defined in Section 2(11) of the Securities Act and a portion of any proceeds of sales and discount, commissions or other compensation may be deemed to be underwriting compensation for purposes of the Securities Act.

3. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to all Holders of its intention to effect such a registration and, subject to the terms of Sections 3(c) and 3(d) hereof, shall include in such registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 Business Days after the receipt of the Company’s notice.

(b) Piggyback Expenses. Subject to Section 6 below, the Registration Expenses of the Holders, including without limitation, the reasonable fees of one counsel to the Holders shall be paid by the Company in all Piggyback Registrations.

(c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their good faith judgment the number of securities requested to be included in such registration exceeds the maximum number which can be sold therein without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Secured Lender Registrable Securities and the SDN Registrable Securities requested to be included therein by the holders of the Secured Lender Registrable Securities (the “Secured Lenders”) and the holders of the SDN Registrable Securities (the “SDN Holders”), respectively, pro rata according to their respective ownership, (iii) third, the Registrable Securities requested to be included therein by the Holders, pro rata according to their respective ownership and (iv) fourth, other securities selected by the Company in accordance with then existing agreements.

(d) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the maximum number which can be sold in such offering without adversely affecting the marketability of the offering the Company shall include in such registration (i) first, (A) the securities requested to be included therein by the holders requesting such registration and (B) the Secured Lender Registrable Securities and the SDN Registrable Securities requested to be included therein by the Secured Lenders and the SDN Holders, respectively, pro rata according to their respective ownership, (ii) second, the Registrable Securities requested to be included therein by the Holders, pro rata according to their respective ownership and (iii) third, other securities selected by the Company in accordance with then existing agreements.

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(e) Other Registrations. If the Company has previously filed a registration statement which has been declared effective with respect to Registrable Securities pursuant to Section 2 or this Section 3, and if such previous registration has not been withdrawn or abandoned, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any Holder or Holders, until a period of at least 120 days has elapsed from the effective date of such previous registration.

(f) Other Obligations. Notwithstanding any other provisions hereof, the Company shall use its best efforts to ensure that (i) any registration statement filed in connection with a Piggyback Registration, and any amendment thereto, and any prospectus forming a part thereof, and any supplement thereto, complies in all material respects with the Securities Act, (ii) any registration statement filed in connection with a Piggyback Registration, and any amendment thereto, does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any prospectus forming part of any registration statement filed in connection with a Piggyback Registration, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

4. Holdback Agreements.

(a) Each Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during (i) the period the Company reasonably believes is 7 days prior to the effective date of any underwritten registration and (ii) the 90-day period beginning on the effective date of any underwritten registration ((i) and (ii) are referred to herein as the “Holdback Period”) (in each of cases (i) and (ii), except as part of such underwritten registration), so long as such limitation applies to all directors, executive officers and greater than five (5) percent holders of the Company’s Common Stock and the Company provides each Holder notice of such Holdback Period at least 3 days prior to the commencement of such Holdback Period.

(b) The Company shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing such underwritten registration otherwise agree.

5. Registration Procedures. Whenever the Holders have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

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(a) prepare and file with the Commission a registration statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Holder copies of all such documents proposed to be filed);

(b) notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the Effective Period and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(f) advise such Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal, if such stop order should be issued;

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(g) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD Stock Market, Inc.;

(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(i) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);

(j) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(k) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(l) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after initial filing of the registration statement), provide copies of such document to counsel to the selling Holders and to the Managing Underwriter, if any, make the Company’s representatives available for discussion of such document and give due consideration to changes in such document prior to the filing thereof as counsel for the selling Holders may propose; and

(m) subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

6. Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees

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performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system, shall be borne by the Company; provided, however, that the foregoing expenses set forth in this Section 6 shall be payable only out of DDi Europe Value. Notwithstanding anything herein to the contrary, in no event shall (i) the DDi Europe Value or (ii) any dividends, transfers or other distributions by the Company’s domestic subsidiaries (direct or indirect) to the Company that are, in each of case (i) and (ii) earmarked for payment of such expenses, be used for any distributions under the Registrable Securities.

7. Indemnification.

(a) The Company agrees to indemnify, to the extent permitted by law, each Holder, its officers, directors, employees, equity holders, general partners, limited partners, members, advisory directors, managing directors, each other Person who controls such Holder (within the meaning of the Securities Act) (each, a “Holder Member” and collectively, the “Holder Members”) and any underwriter (only in the case of underwritten registrations) against all losses, claims, actions, damages, liabilities and expenses caused by (i) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; provided, however, that the Company shall not be required to indemnify, in the case of any underwritten registration, any underwriter or, in the case of any registration which is not underwritten, each Holder and Holder Member, if (i) such untrue statement or omission or alleged untrue statement or omission was contained in any preliminary prospectus and corrected in the final prospectus or (ii) any amendment or supplement made in any preliminary prospectus does not contain any untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by such Holder or Holder Member resulted from the action, claim or suit by any Person who purchased Registrable Securities which are the subject thereof from the Company and it is established in the related proceeding that the Holder or any underwriter, as the case may be, failed to deliver or provide a copy of the final prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Securities sold to such Person if required by applicable law and such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was a result of noncompliance by the Holder or any underwriter, as the case may be, with this Section 7 or as a result of the failure of the Holder or any underwriter, as the case may be, to provide such final prospectus. In addition, the Company agrees to reimburse each Holder and Holder Member for any legal and any other expenses reasonably incurred by them as such expenses are incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability, action or proceeding, except insofar as the same are caused directly by any information furnished in writing to the Company by such Holder expressly for use in the registration statement,

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prospectus or preliminary prospectus or any amendment or by such Holder’s failure to deliver a copy of the registration statement, prospectus or preliminary prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same. In connection with an underwritten registration, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders.

(b) In connection with any registration statement in which a Holder and any underwriter is participating, each such Holder or any underwriter shall furnish to the Company in writing such information and affidavits concerning such Holder or underwriter as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors, officers, employees, equity holders, general partners, limited partners, members, advisory directors, managing directors and each Person who controls the Company (within the meaning of the Securities Act) (each, a “Company Member” and collectively, the “Company Members”) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit concerning such Holder or underwriter so furnished in writing by such Holder or underwriter; provided, however, that the obligation to indemnify shall be individual, not joint and several, for each Holder and shall be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement; provided, further, that such Holder or underwriter shall not be required to indemnify the Company and/or each Company Member if (i) such untrue statement or omission or alleged untrue statement or omission was contained in any preliminary prospectus and corrected in the final prospectus or (ii) any amendment or supplement made in any preliminary prospectus does not contain any untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by the Company or Company Member resulted from action, claim or suit by any Person who purchased Registrable Securities which are the subject thereof from the Company and it is established in the related proceeding that the Company failed to deliver or provide a copy of the final prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Securities sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was a result of noncompliance by the Holder or any underwriter with this Section 6 or as a result of the failure of the Holder or any underwriter to provide such final prospectus. Notwithstanding anything herein to the contrary, the Company shall not be obligated to effect any underwritten registration unless all the underwriters participating in any such underwritten registration agree to the terms of this Section 7(b).

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying

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party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company’s indemnification is unavailable for any reason.

(e) If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(f) Notwithstanding anything in this Section 7 to the contrary, the indemnifying party shall not be liable for any amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party (which consent shall not be unreasonably withheld).

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8. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

9. Definitions.

(a) “Common Stock” means the Company’s common stock, $.001 par value per share.

(b) “DDi Europe Value” means (i) the capital stock of DDi Europe Limited and (ii) any cash, property or other assets of DDi Europe Limited or any of its direct or indirect subsidiaries that is transferred to the Company by way of dividend or otherwise.

(c) “Registrable Securities” means (i) the Preferred Shares issued to the Holders pursuant to the Plan and (ii) any securities issued with respect to such Preferred Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act.

(d) “SDN Registrable Securities” means (i) the warrants representing the right to purchase 762,876 shares of Common Stock issued to the SDN Holders pursuant to the Plan, (ii) the Common Stock issuable upon exercise of such warrants and (iii) any securities issued with respect to the Common Stock issuable upon the exercise of such warrants by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular SDN Registrable Securities, such securities shall cease to be SDN Registrable Securities when they have been distributed to the public pursuant to a offering registered under the Securities Act.

(e) “Secured Lender Registrable Securities” means (i) the warrants representing the right to purchase 3,051,507 shares of Common Stock issued to the Secured Lenders, (ii) the Common Stock issuable upon exercise of such warrants and (iii) any securities issued with respect to the Common Stock issuable upon exercise of such warrants by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Secured Lender Registrable Securities, such securities shall cease to be Secured Lender Registrable Securities when they have been distributed to the public pursuant to a offering registered under the Securities Act.

10. Miscellaneous.

(a) No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights

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granted to the Holders in this Agreement. The Holders acknowledge that the other registration rights agreements entered into by the Company pursuant to the Plan are not inconsistent with or violative of the rights granted to the Holders under this Agreement.

(b) Adjustments Affecting Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the Holders to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would materially and adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split or a combination of shares).

(c) Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

(d) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and Holders of at least 50% of the Registrable Securities. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(e) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or Holders are also for the benefit of, and enforceable by, any subsequent Holder.

(f) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(g) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(h) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

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(i) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(j) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.

To the Company, at the address indicated below:

DDi Corp.

1220 North Simon Circle

Anaheim, CA 92806-1827

Attn: Timothy J. Donnelly

with a copy to:

Kirkland & Ellis LLP

777 South Figueroa Street

Los Angeles, CA 90017

Attn: Eva H. Davis

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

[The remainder of this page is left blank intentionally]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

DDi CORP.
By:	/S/ Timothy Donnelly
	Name: Timothy Donnelly
	Title: Vice President

EX-10.12

EX – 10.12

REGISTRATION RIGHTS AGREEMENT

(New DDi Europe Preferred Stock)

THIS AGREEMENT is made as of December 12, 2003, by DDi Europe Limited, a company registered in England and Wales (the “Company”) for the benefit of the holders of the Registrable Securities (as defined below) (each, a “Holder” and collectively, the “Holders”).

WHEREAS, on August 20, 2003, DDi Corp. (“DDi Corp.”) and DDi Capital Corp. (“DDi Capital”, together with DDi Corp., the “Debtors”) filed voluntary petitions for relief pursuant to chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) as Case No. 03-15261;

WHEREAS, in connection with the Debtors’ Modified First Amended Joint Plan of Reorganization, as confirmed by the Bankruptcy Court on December 2, 2003, the Company is issuing to the Holders an aggregate of 1,000,000 shares of the Company’s preferred stock (the “Preferred Shares”);

WHEREAS, in order to induce the Holders to support the Plan, the Company has agreed to provide the registration rights set forth in this Agreement; and

WHEREAS, the execution and delivery of this Agreement is a condition precedent to the effectiveness of the Plan and the occurrence of the effective date of the Plan (the “Effective Date”).

Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings ascribed to them in Section 9 hereof. Other capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Third Party Joinder. Prior to receipt of any benefits of this Agreement, each Holder shall be required to execute a joinder acknowledging that each such Holder is a party to this Agreement and is bound by the terms of this Agreement.

2. Shelf Registration Statement.

(a) Filing of Registration Statement. Subject to the provisions set forth in Section 4 below, the Company shall prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement on an appropriate form under the Securities Act of 1933 (the “Securities Act”) (the “Shelf Registration Statement”) relating to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act and thereafter shall use its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on the date that is the

later of (i) the first Business Day after the twelve (12) month anniversary of the Effective Date (the “Anniversary Date”) or (ii) 120 days after written receipt of the BOS Consent, and once effective, to cause such Shelf Registration Statement to remain effective for a period of two (2) years after the Anniversary Date (the “Effective Period”); provided, however, that no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b) Registration Expenses. As further provided in Section 6 below, all Registration Expenses (as defined below) incurred in connection with the Shelf Registration Statement (whether incurred by the Company or the Holders) shall be borne by the Company (including, without limitation, all fees and expenses of the investment banker and manager (the “Managing Underwriter”) but excluding any commissions or underwriting discount of any investment banker or Managing Underwriter).

(c) Selection of Underwriter. The Holders of a majority of Registrable Securities shall have the right to retain and select an investment banker and the Managing Underwriter to administer the Shelf Registration Statement, subject to the Company’s approval which shall not be unreasonably withheld.

(d) Rule 144A. In the event the Shelf Registration Statement is not effective during any period during the Effective Period, the Company hereby agrees with each Holder to make available during such period, upon request of any Holders, to any Holder or beneficial owner of the Registrable Securities in connection with any sale thereof and any prospective purchaser thereof from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales pursuant to Rule 144A.

(e) Method of Distribution. The methods of distribution set forth in the Shelf Registration Statement shall be substantially in accordance with this subsection (e) for each Holder unless such Holder, individually, notifies the Company that such Holder wishes to change its methods of distribution to other methods reasonably acceptable to the Company, and the Company shall modify the methods of distribution for such Holder accordingly. The Registrable Securities may be sold from time to time by the Holders, or by pledgees, donees, transferees or other successors in interest. Such sales may be made on one or more exchanges or in the over-the-counter market, or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Registrable Securities may be sold by one or more of the following : (i) a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (ii) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to the Shelf Registration Statement; (iii) an exchange distribution in accordance with the rules of such exchange; (iv) ordinary brokerage transactions and transactions and transactions in which the broker solicits purchasers; (v) transactions between sellers and purchasers without a broker/dealer; and (vi) underwritten offerings. In addition, any securities covered by the Shelf Registration Statement which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to the Shelf Registration Statement. From time to time the Holders may engage in short sales, short sales versus the box, puts and calls and other transactions in securities of the issuer or derivatives

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thereof, and may sell and deliver the Registrable Securities in connection therewith. In effecting sales, brokers or dealers engaged by the Holders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from Holders in amounts to be negotiated immediately prior to the sale. The Holders and agents who execute orders on their behalf may be deemed to be underwriters as that term is defined in Section 2(11) of the Securities Act and a portion of any proceeds of sales and discount, commissions or other compensation may be deemed to be underwriting compensation for purposes of the Securities Act.

3. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to all Holders of its intention to effect such a registration and, subject to the terms of Sections 3(c) and 3(d) hereof, shall include in such registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 Business Days after the receipt of the Company’s notice.

(b) Piggyback Expenses. The Registration Expenses of the Holders, including without limitation, the reasonable fees of one counsel to the Holders shall be paid by the Company in all Piggyback Registrations.

(c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their good faith judgment the number of securities requested to be included in such registration exceeds the maximum number which can be sold therein without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company the proposes to sell, (ii) second, the Registrable Securities requested to be included therein by the Holders, pro rata according to their respective ownership and (iii) third, other securities selected by the Company in accordance with then existing agreements.

(d) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the maximum number which can be sold in such offering without adversely affecting the marketability of the offering the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included therein by the Holders, pro rata according to their respective ownership and (iii) third, other securities selected by the Company in accordance with then existing agreements.

(e) Other Registrations. If the Company has previously filed a registration statement which has been declared effective with respect to Registrable Securities pursuant to

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Section 2 or this Section 3, and if such previous registration has not been withdrawn or abandoned, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any Holder or Holders, until a period of at least 120 days has elapsed from the effective date of such previous registration.

(f) Other Obligations. Notwithstanding any other provisions hereof, the Company shall use its best efforts to ensure that (i) any registration statement filed in connection with a Piggyback Registration, and any amendment thereto, and any prospectus forming a part thereof, and any supplement thereto, complies in all material respects with the Securities Act, (ii) any registration statement filed in connection with a Piggyback Registration, and any amendment thereto, does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any prospectus forming part of any registration statement filed in connection with a Piggyback Registration, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

4. Holdback Agreements.

(a) Each Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during (i) the period the Company reasonably believes is 7 days prior to the effective date of any underwritten registration and (ii) the 90-day period beginning on the effective date of any underwritten registration ((i) and (ii) are referred to herein as the “Holdback Period”) (in each of cases (i) and (ii), except as part of such underwritten registration), so long as such limitation applies to all directors, executive officers and greater than five (5) percent holders of the Company’s Common Stock and the Company provides each Holder notice of such Holdback Period at least 3 days prior to the commencement of such Holdback Period.

(b) The Company shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing such underwritten registration otherwise agree.

5. Registration Procedures. Whenever the Holders have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

(a) prepare and file with the Commission a registration statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply

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with applicable securities laws, with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Holder copies of all such documents proposed to be filed);

(b) notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the Effective Period and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(f) advise such Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal, if such stop order should be issued;

(g) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD Stock Market, Inc.;

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(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(i) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);

(j) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(k) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(l) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after initial filing of the registration statement), provide copies of such document to counsel to the selling Holders and to the Managing Underwriter, if any, make the Company’s representatives available for discussion of such document and give due consideration to changes in such document prior to the filing thereof as counsel for the selling Holders may propose; and

(m) subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

6. Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system, shall be borne by the Company.

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7. Indemnification.

(a) The Company agrees to indemnify, to the extent permitted by law, each Holder, its officers, directors, employees, equity holders, general partners, limited partners, members, advisory directors, managing directors, each other Person who controls such Holder (within the meaning of the Securities Act) (each, a “Holder Member” and collectively, the “Holder Members”) and any underwriter (only in the case of underwritten registrations) against all losses, claims, actions, damages, liabilities and expenses caused by (i) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; provided, however, that the Company shall not be required to indemnify, in the case of any underwritten registration, any underwriter or, in the case of any registration which is not underwritten, each Holder and Holder Member, if (i) such untrue statement or omission or alleged untrue statement or omission was contained in any preliminary prospectus and corrected in the final prospectus or (ii) any amendment or supplement made in any preliminary prospectus does not contain any untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by such Holder or Holder Member resulted from the action, claim or suit by any Person who purchased Registrable Securities which are the subject thereof from the Company and it is established in the related proceeding that the Holder or any underwriter, as the case may be, failed to deliver or provide a copy of the final prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Securities sold to such Person if required by applicable law and such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was a result of noncompliance by the Holder or any underwriter, as the case may be, with this Section 7 or as a result of the failure of the Holder or any underwriter, as the case may be, to provide such final prospectus. In addition, the Company agrees to reimburse each Holder and Holder Member for any legal and any other expenses reasonably incurred by them as such expenses are incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability, action or proceeding, except insofar as the same are caused directly by any information furnished in writing to the Company by such Holder expressly for use in the registration statement, prospectus or preliminary prospectus or any amendment or by such Holder’s failure to deliver a copy of the registration statement, prospectus or preliminary prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same. In connection with an underwritten registration, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders.

(b) In connection with any registration statement in which a Holder and any underwriter is participating, each such Holder or any underwriter shall furnish to the Company in writing such information and affidavits concerning such Holder or underwriter as the Company

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reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors, officers, employees, equity holders, general partners, limited partners, members, advisory directors, managing directors and each Person who controls the Company (within the meaning of the Securities Act) (each, a “Company Member” and collectively, the “Company Members”) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit concerning such Holder or underwriter so furnished in writing by such Holder or underwriter; provided, however, that the obligation to indemnify shall be individual, not joint and several, for each Holder and shall be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement; provided, further, that such Holder or underwriter shall not be required to indemnify the Company and/or each Company Member if (i) such untrue statement or omission or alleged untrue statement or omission was contained in any preliminary prospectus and corrected in the final prospectus or (ii) any amendment or supplement made in any preliminary prospectus does not contain any untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by the Company or Company Member resulted from action, claim or suit by any Person who purchased Registrable Securities which are the subject thereof from the Company and it is established in the related proceeding that the Company failed to deliver or provide a copy of the final prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Securities sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was a result of noncompliance by the Holder or any underwriter with this Section 6 or as a result of the failure of the Holder or any underwriter to provide such final prospectus. Notwithstanding anything herein to the contrary, the Company shall not be obligated to effect any underwritten registration unless each Holder and underwriter participating in any such underwritten registration agree to the terms of this Section 7(b).

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

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(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company’s indemnification is unavailable for any reason.

(e) If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(f) Notwithstanding anything in this Section 7 to the contrary, the indemnifying party shall not be liable for any amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party (which consent shall not be unreasonably withheld).

8. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

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9. Definitions.

“BOS Consent” means the consent of the Bank of Scotland, pursuant to the Amended and Restated Facilities Agreement dated as of May 27, 1999 by and between the Company and the Bank of Scotland (as amended from time to time but not as to any extensions of the maturity date).

“Registrable Securities” means (i) the Preferred Shares issued to the Holders pursuant to the Plan and (ii) any securities issued with respect to such Preferred Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act.

10. Miscellaneous.

(a) No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders in this Agreement. The Agent, on behalf of the Holders, acknowledges that the other registration rights agreements entered into by the Company pursuant to the Plan are not inconsistent with or violative of the rights granted to the Holders under this Agreement.

(b) Adjustments Affecting Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the Holders to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would materially and adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split or a combination of shares).

(c) Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

(d) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and Holders of at least 50% of the Registrable Securities. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(e) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective

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successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or Holders are also for the benefit of, and enforceable by, any subsequent Holder.

(f) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(g) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(h) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(i) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(j) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.

To the Company, at the address indicated below:

DDi Corp.

1220 North Simon Circle

Anaheim, CA 92806-1827

Attn: Timothy J. Donnelly

with a copy to:

Kirkland & Ellis LLP

777 South Figueroa Street

Los Angeles, CA 90017

Attn: Eva H. Davis

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

[The remainder of this page is left blank intentionally]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

DDi EUROPE LIMITED
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement (DDi Europe Preferred Stock)]

EX-10.13

EX 10.13

REGISTRATION RIGHTS AGREEMENT

(New Common Stock)

THIS AGREEMENT is made as of December 12, 2003, by DDi Corp., a Delaware corporation (the “Company”) for the benefit of the holders of the Registrable Securities (as defined below) (each, a “Holder” and collectively, the “Holders”).

WHEREAS, on August 20, 2003, the Company and DDi Capital Corp. (“DDi Capital”, and together with the Company, the “Debtors”) filed voluntary petitions for relief pursuant to chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) as Case No. 03-15261;

WHEREAS, in connection with the Debtors’ Modified First Amended Joint Plan of Reorganization, as confirmed by the Bankruptcy Court on December 2, 2003, the Company is issuing to the Holders, an aggregate of 23,500,000 shares of the Company’s common stock, $.001 par value per share (the “Common Stock”);

WHEREAS, in order to induce the Holders to support the Plan, the Company has agreed to provide the registration rights set forth in this Agreement; and

WHEREAS, the execution and delivery of this Agreement is a condition precedent to the effectiveness of the Plan and the occurrence of the effective date of the Plan (the “Effective Date”).

Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings ascribed to them in Section 9 hereof. Other capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Third Party Joinder. Prior to receipt of any benefits of this Agreement, each Holder shall be required to execute a joinder acknowledging that each such Holder is a party to this Agreement and is bound by the terms of this Agreement.

2. Shelf Registration Statement.

(a) Filing of Registration Statement. Subject to the provisions set forth in Section 4 below, the Company shall prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or on another appropriate form under the Securities Act of 1933 (the “Securities Act”) (the “Shelf Registration Statement”) relating to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act and thereafter shall use its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the first

Business Day after the twenty-four (24) month anniversary of the Effective Date (the “Second Anniversary Date”), and once effective, to cause such Shelf Registration Statement to remain effective for a period ending on the earlier of (i) three (3) years after the Second Anniversary Date; and (ii) the date in which all the warrants covered by the Shelf Registration Statement have been exercised (the “Effective Period”); provided, however, that no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b) Registration Expenses. As further provided in Section 6 below, all Registration Expenses (as defined below) incurred in connection with the Shelf Registration Statement (whether incurred by the Company or the Holders) shall be borne by the Company (including, without limitation, all fees and expenses of the investment banker and manager (the “Managing Underwriter”) but excluding any commissions or underwriting discount of any investment banker or Managing Underwriter).

(c) Selection of Underwriter. The Holders of a majority of Registrable Securities shall have the right to retain and select an investment banker and the Managing Underwriter to administer the Shelf Registration Statement, subject to the Company’s approval which shall not be unreasonably withheld.

(d) Rule 144A. In the event the Shelf Registration Statement is not effective during any period during the Effective Period, the Company hereby agrees with each Holder to make available during such period, upon request of any Holders, to any Holder or beneficial owner of the Registrable Securities in connection with any sale thereof and any prospective purchaser thereof from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales pursuant to Rule 144A.

(e) Method of Distribution. The methods of distribution set forth in the Shelf Registration Statement shall be substantially in accordance with this subsection (e) for each Holder unless such Holder, individually, notifies the Company that such Holder wishes to change its methods of distribution to other methods reasonably acceptable to the Company, and the Company shall modify the methods of distribution for such Holder accordingly. The Registrable Securities may be sold from time to time by the Holders, or by pledgees, donees, transferees or other successors in interest. Such sales may be made on one or more exchanges or in the over-the-counter market, or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Registrable Securities may be sold by one or more of the following : (i) a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (ii) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to the Shelf Registration Statement; (iii) an exchange distribution in accordance with the rules of such exchange; (iv) ordinary brokerage transactions and transactions and transactions in which the broker solicits purchasers; (v) transactions between sellers and purchasers without a broker/dealer; and (vi) underwritten offerings. In addition, any securities covered by the Shelf Registration Statement which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to the Shelf Registration Statement. From time to time the Holders may engage in short sales, short sales

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versus the box, puts and calls and other transactions in securities of the issuer or derivatives thereof, and may sell and deliver the Registrable Securities in connection therewith. In effecting sales, brokers or dealers engaged by the Holders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from Holders in amounts to be negotiated immediately prior to the sale. The Holders and agents who execute orders on their behalf may be deemed to be underwriters as that term is defined in Section 2(11) of the Securities Act and a portion of any proceeds of sales and discount, commissions or other compensation may be deemed to be underwriting compensation for purposes of the Securities Act.

3. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to all Holders of its intention to effect such a registration and, subject to the terms of Sections 3(c) and 3(d) hereof, shall include in such registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 Business Days after the receipt of the Company’s notice.

(b) Piggyback Expenses. The Registration Expenses of the Holders, including without limitation, the reasonable fees of one counsel to the Holders shall be paid by the Company in all Piggyback Registrations.

(c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their good faith judgment the number of securities requested to be included in such registration exceeds the maximum number which can be sold therein without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Secured Lender Registrable Securities and the SDN Registrable Securities requested to be included therein by the holders of the Secured Lender Registrable Securities (the “Secured Lenders”) and the holders of the SDN Registrable Securities (the “SDN Holders”), respectively, pro rata according to their respective ownership, (iii) third, the Registrable Securities requested to be included therein by the Holders, pro rata according to their respective ownership, and (iv) fourth, other securities selected by the Company in accordance with then existing agreements.

(d) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the maximum number which can be sold in such offering without adversely affecting the marketability of the offering the Company shall include in such registration (i) first, (A) the securities requested to be included therein by the holders requesting such registration and (B) the Secured Lender Registrable Securities and the SDN Registrable Securities requested to be included therein by the Secured

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Lenders and the SDN Holders, respectively, pro rata according to their respective ownership, (ii) second, the Registrable Securities requested to be included therein by the Holders, pro rata according to their respective ownership and (iii) third, other securities selected by the Company in accordance with then existing agreements.

(e) Other Registrations. If the Company has previously filed a registration statement which has been declared effective with respect to Registrable Securities pursuant to Section 2 or this Section 3, and if such previous registration has not been withdrawn or abandoned, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any Holder or Holders, until a period of at least 120 days has elapsed from the effective date of such previous registration.

(f) Other Obligations. Notwithstanding any other provisions hereof, the Company shall use its best efforts to ensure that (i) any registration statement filed in connection with a Piggyback Registration, and any amendment thereto, and any prospectus forming a part thereof, and any supplement thereto, complies in all material respects with the Securities Act, (ii) any registration statement filed in connection with a Piggyback Registration, and any amendment thereto, does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any prospectus forming part of any registration statement filed in connection with a Piggyback Registration, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

4. Holdback Agreements.

(a) Each Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during (i) the period the Company reasonably believes is 7 days prior to the effective date of any underwritten registration and (ii) the 90-day period beginning on the effective date of any underwritten registration ((i) and (ii) are referred to herein as the “Holdback Period”) (in each of cases (i) and (ii), except as part of such underwritten registration), so long as such limitation applies to all directors, executive officers and greater than five (5) percent holders of the Company’s Common Stock and the Company provides each Holder notice of such Holdback Period at least 3 days prior to the commencement of such Holdback Period.

(b) The Company shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing such underwritten registration otherwise agree.

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5. Registration Procedures. Whenever the Holders have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

(a) prepare and file with the Commission a registration statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Holder copies of all such documents proposed to be filed);

(b) notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the Effective Period and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(f) advise such Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the

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effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal, if such stop order should be issued;

(g) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD Stock Market, Inc.;

(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(i) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);

(j) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(k) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(l) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after initial filing of the registration statement), provide copies of such document to counsel to the selling Holders and to the Managing Underwriter, if any, make the Company’s representatives available for discussion of such document and give due consideration to changes in such document prior to the filing thereof as counsel for the selling Holders may propose; and

(m) subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

6. Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, fees and disbursements of counsel for the Company and all independent certified public accountants,

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underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system, shall be borne by the Company.

7. Indemnification.

(a) The Company agrees to indemnify, to the extent permitted by law, each Holder, its officers, directors, employees, equity holders, general partners, limited partners, members, advisory directors, managing directors, each other Person who controls such Holder (within the meaning of the Securities Act) (each, a “Holder Member” and collectively, the “Holder Members”) and any underwriter (only in the case of underwritten registrations) against all losses, claims, actions, damages, liabilities and expenses caused by (i) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; provided, however, that the Company shall not be required to indemnify, in the case of any underwritten registration, any underwriter or, in the case of any registration which is not underwritten, each Holder and Holder Member, if (i) such untrue statement or omission or alleged untrue statement or omission was contained in any preliminary prospectus and corrected in the final prospectus or (ii) any amendment or supplement made in any preliminary prospectus does not contain any untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by such Holder or Holder Member resulted from the action, claim or suit by any Person who purchased Registrable Securities which are the subject thereof from the Company and it is established in the related proceeding that the Holder or any underwriter, as the case may be, failed to deliver or provide a copy of the final prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Securities sold to such Person if required by applicable law and such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was a result of noncompliance by the Holder or any underwriter, as the case may be, with this Section 7 or as a result of the failure of the Holder or any underwriter, as the case may be, to provide such final prospectus. In addition, the Company agrees to reimburse each Holder and Holder Member for any legal and any other expenses reasonably incurred by them as such expenses are incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability, action or proceeding, except insofar as the same are caused directly by any information furnished in writing to the Company by such Holder expressly for use in the registration statement, prospectus or preliminary prospectus or any amendment or by such Holder’s failure to deliver a copy of the registration statement, prospectus or preliminary prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of

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copies of the same. In connection with an underwritten registration, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders.

(b) In connection with any registration statement in which a Holder and any underwriter is participating, each such Holder or any underwriter shall furnish to the Company in writing such information and affidavits concerning such Holder or underwriter as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors, officers, employees, equity holders, general partners, limited partners, members, advisory directors, managing directors and each Person who controls the Company (within the meaning of the Securities Act) (each, a “Company Member” and collectively, the “Company Members”) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit concerning such Holder or underwriter so furnished in writing by such Holder or underwriter; provided, however, that the obligation to indemnify shall be individual, not joint and several, for each Holder and shall be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement; provided, further, that such Holder or underwriter shall not be required to indemnify the Company and/or each Company Member if (i) such untrue statement or omission or alleged untrue statement or omission was contained in any preliminary prospectus and corrected in the final prospectus or (ii) any amendment or supplement made in any preliminary prospectus does not contain any untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by the Company or Company Member resulted from action, claim or suit by any Person who purchased Registrable Securities which are the subject thereof from the Company and it is established in the related proceeding that the Company failed to deliver or provide a copy of the final prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Securities sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was a result of noncompliance by the Holder or any underwriter with this Section 7 or as a result of the failure of the Holder or any underwriter to provide such final prospectus. Notwithstanding anything herein to the contrary, the Company shall not be obligated to effect any underwritten registration unless all the underwriters participating in any such underwritten registration agree to the terms of this Section 7(b).

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably

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satisfactory to the indemnified party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company’s indemnification is unavailable for any reason.

(e) If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(f) Notwithstanding anything in this Section 7 to the contrary, the indemnifying party shall not be liable for any amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party (which consent shall not be unreasonably withheld).

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8. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

9. Definitions

(a) “Registrable Securities” means (i) the 23,500,000 shares of Common Stock issued to the Holders pursuant to the Plan and (ii) any securities issued with respect to such 23,500,000 shares of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act.

(b) “SDN Registrable Securities” means (i) the warrants representing the right to purchase 762,876 shares of Common Stock issued to the Holders pursuant to the Plan, (ii) the Common Stock issuable upon exercise of such warrants and (iii) any securities issued with respect to the Common Stock issuable upon the exercise of such warrants by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular SDN Registrable Securities, such securities shall cease to be SDN Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act.

(c) “Secured Lender Registrable Securities” means (i) the warrants representing the right to purchase 3,051,507 shares of Common Stock issued to the Secured Lenders, (ii) the Common Stock issuable upon exercise of such warrants and (iii) any securities issued with respect to the Common Stock issuable upon exercise of such warrants by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Secured Lender Registrable Securities, such securities shall cease to be Secured Lender Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act.

10. Miscellaneous.

(a) No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders in this Agreement. The Holders acknowledge that the other registration rights agreements entered into by the Company pursuant to the Plan are not inconsistent with or violative of the rights granted to the Holders under this Agreement.

(b) Adjustments Affecting Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the Holders to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would materially and adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split or a combination of shares).

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(c) Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

(d) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and Holders of at least 50% of the Registrable Securities. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(e) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or Holders are also for the benefit of, and enforceable by, any subsequent Holder.

(f) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(g) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(h) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(i) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(j) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.

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To the Company, at the address indicated below:

DDi Corp.

1220 North Simon Circle

Anaheim, CA 92806-1827

Attn: Timothy J. Donnelly

with a copy to:

Kirkland & Ellis LLP

777 South Figueroa Street

Los Angeles, CA 90017

Attn: Eva H. Davis

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

[The remainder of this page is left blank intentionally]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

DDi CORP.
By:	/s/    Timothy Donnelly
	Name: Timothy Donnelly
	Title: Vice President

EX-99.1

EX – 99.1

Balance Sheet of DDi Corp.

October 31, 2003

	ACTUAL
	(in thousands)
Assets
Current Assets:
Cash and cash equivalents	$	2
Total current assets		2
Loan fees, net		5,706
Total other assets		5,706
Total Assets	$	5,708
Liabilities and Stockholder’s Equity
Liabilities not Subject to Compromise:
Investment in Subsidiaries		5,520
Total liabilities not subject to compromise		5,520
Liabilities Subject to Compromise		210,639
Total Liabilities		216,159
Stockholder’s Deficit:
Common Stock, Additional Paid in Capital and Other		544,739
Accumulated Deficit		(755,190	)
Total stockholders’ deficit		(210,451	)
Total Liabilities and Stockholder’s Equity		5,708

EX-99.2

EX – 99.2

Balance Sheet of DDi Capital Corp.

October 31, 2003

	ACTUAL
	(in thousands)
Assets
Loan fees, net	378
Investment in Subsidiaries	583
Total other assets	961
Total Assets	961
Liabilities and Stockholder’s Equity
Liabilities not Subject to Compromise	0
Liabilities Subject to Compromise	18,106
Stockholder’s Deficit:
Common Stock, Additional Paid in Capital and Other	629,118
Accumulated Deficit	(646,263	)
Total stockholders’ deficit	(17,145	)
Total Liabilities and Stockholder’s Equity	961