First Amendment To Restructuring Support Agreement

Exhibit 10.5


EXECUTION COPY


FIRST AMENDMENT TO
RESTRUCTURING SUPPORT AGREEMENT


FIRST AMENDMENT, dated as of August 7, 2003 (the "Amendment"), to that certain Restructuring Support Agreement (together with exhibits, annexes and attachments thereto, the "RSA"), dated as of August 1, 2003 by and among (i) DDi Corp. ("DDi"), DDi Intermediate Holdings Corp. ("DDi Intermediate"), DDi Capital Corp. ("DDi Capital"). Dynamic Details, Incorporated ("DetailSs"), Dynamic Details, Incorporated, Silicon Valley ("DDISV") and their respective subsidiaries and affiliates (collectively, the "Company Group"), (ii) the Administrative Agent (as defined below) and (iii) the Required Lenders signatory hereto. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the RSA.


W I T N E S S E T H:


WHEREAS, pursuant to the RSA, the Consenting Lenders have agreed to implement a restructuring and reorganization of the Company Group pursuant to the Restructuring Terms as set forth on the Term Sheet;


WHEREAS, the RSA provides that the Consenting 5 1/4% Subordinated Noteholders and the Consenting 6 1/4% Noteholders have until August 8, 2003 to execute the Plan Support Agreement (the "PSA"), the form of which is annexed as Exhibit B to the RSA;


WHEREAS, the 5 1/4% Subordinated Noteholders and the 6 1/4% Noteholders who are prepared to sign the PSA, have requested that Section 31 of the PSA be amended, but only upon the terms and subject to the conditions set forth below;


NOW, THEREFORE, the parties hereto hereby agree as follows:


1. Amendment to Exhibit B. Exhibit B to the RSA is hereby amended by amending and restating Section 31 in its entirety:


31. Lender Claims and Liens. The Consenting Subordinated Noteholders
agree that until this Agreement is terminated, they shall not dispute
that (a) the Borrowers are indebted to the Administrative Agent and
the Lenders for $72,892,916.17 in outstanding principal amount and
face amount of undrawn letters of credit, plus interest and fees, as
provided under the Credit Agreement (as defined in the Term Sheet) and
the other Pre-Restructuring Loan Documents (as defined in the Term
Sheet) and applicable law and (b) as security for payment of the
foregoing indebtedness, the Lenders have valid, perfected and
unavoidable first-priority liens and charges on, and security
interests in, all or substantially all of the assets of the Borrowers,
as more particularly described in, and evidenced by, the Credit
Agreement and the Pre-Restructuring Loan Documents. Until this
Agreement is terminated, no Consenting Subordinated Noteholder shall
(i) challenge or contest, the validity, binding nature, due
authorization or enforceability of any document or instrument
evidencing the Credit Agreement, the other Pre-Restructuring Loan
Documents or any term or condition thereof or (ii) seek to alter,
amend or supplement the Credit Agreement or any of the other
Pre-Restructuring Loan Documents without the prior written consent of
the Consenting Lenders or (iii) challenge or contest the validity,
enforceability, perfection or priority of (or shall seek to alter the
priority of) any existing lien, charge, security interest, or other
interest in favor of the Lenders or any lien, charge, security
interest, or other interest granted to the Lenders pursuant to the
Pre-Restructuring Loan Documents.


2. Reservation of Rights. Each member of the Company Group jointly and severally acknowledges and agrees that, (a) the Lenders and the Administrative Agent shall preserve all rights,


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remedies, power or privileges set forth in the RSA and under applicable law and (b) nothing contained herein shall in any way limit or otherwise prejudice, and the Administrative Agent and the Lenders have reserved their right to invoke fully, any right, remedy, power or privilege which the Lenders or the Administrative Agent may not have or may have in the future under or in connection with the RSA and applicable law, or diminish any of the obligations of any member of the Company Group contained in the RSA. The rights, remedies, powers and privileges of the Administrative Agent and the Lenders provided under this Amendment and the RSA are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


3. No Change. Except as expressly provided herein, no term or provision of the RSA shall be amended, waived, modified, consented to or supplemented, and each term and provision of the RSA shall remain in full force and effect.


4. Effectiveness. This Amendment shall become effective upon the satisfaction of the following conditions precedent and will be deemed to be effective as of August 7, 2003 (the "Amendment Effective Date") counterparts hereof duly executed by each member of the Company Group, the Administrative Agent and the Required Lenders; the execution and delivery of this Amendment by any Lender shall be binding upon each of its successors and assigns (including assignees of its Commitments and Loans in whole or in part prior to effectiveness hereof).


5. Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts by facsimile with originals to follow, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.


6. GOVERNING LAW. THIS AMENDMENT 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.


IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.


DDi CAPITAL CORP.


By: /s/ TIMOTHY J. DONNELLY
--------------------------------------
Title: Vice President


DYNAMIC DETAILS, INCORPORATED


By: /s/ TIMOTHY J. DONNELLY
--------------------------------------
Title: Vice President


DYNAMIC DETAILS, INCORPORATED, SILICON
VALLEY


By: /s/ TIMOTHY J. DONNELLY
--------------------------------------
Title: Vice President


DYNAMIC DETAILS, INCORPORATED, VIRGINIA


By: /s/ TIMOTHY J. ...