First Supplemental Indenture, dated February 24, 2004


 EX – 10.10 
  

  
 DDi CAPITAL CORP., 
  
 as Issuer 
  
 and 
  
 WILMINGTON TRUST COMPANY, 
  
 as Trustee 
  

  
 First Supplemental Indenture 
  
 Dated as of February 24, 2004 
  
 Supplementing that certain 
  
 Indenture 
  
 Dated as of December 12, 2003 
  

  
 Amending certain provisions
relating to the delivery of 
 certain financial information 
  
 16% Senior Accreting Notes due 2009 
  







 This FIRST SUPPLEMENTAL INDENTURE, dated as of February 24, 2004 (the “First Supplemental
Indenture”), between DDi Capital Corp., a California corporation (together with its permitted successors and assigns, “DDi Capital”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation and trust company, as trustee (together
with its successors, the “Trustee”). 
  
 WITNESSETH: 
  
 WHEREAS, DDi Capital has heretofore executed and
delivered to the Trustee an Indenture dated as of December 12, 2003 (the “Original Indenture” and, together with this First Supplemental Indenture, the “Indenture”) providing for the issuance by DDi Capital of $17,656,000
aggregate principal amount of its 16% Senior Accreting Notes due 2009 (the “Senior Notes”) in accordance with the terms and conditions of the Indenture; 
  
 WHEREAS, Section 902 of the Indenture provides that DDi Capital and the Trustee, with the consent of Holders of at least a majority in
Accreted Value of the Senior Notes, may amend the Indenture; 
  
 WHEREAS, pursuant
to Section 904 of the Indenture, the provisions set forth in this First Supplemental Indenture shall modify and amend certain provisions of the Indenture and form a part of the Indenture; 
  
 WHEREAS, DDi Capital has heretofore delivered or is delivering contemporaneously herewith an Officer’s Certificate and an Opinion of
Counsel each stating that the execution and delivery of this First Supplemental Indenture comply with the provisions of Article IX of the Indenture, and that all conditions precedent provided for in the Indenture to the execution and delivery of
this First Supplemental Indenture have been complied with; 
  
 NOW, THEREFORE, in
consideration of the premises and of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows: 
  
 ARTICLE ONE. DEFINITIONS 
  
 SECTION 101. Definitions. Each capitalized term that is used herein and is defined in
the Original Indenture shall have the meaning specified in the Original Indenture unless such term is otherwise defined herein. 
  

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 ARTICLE TWO. AMENDMENTS 
  
 SECTION 201. Amendment to Section 1014(a). Section 1014(a) of the Indenture shall be deleted in its entirety and substituted with the
following therefor: 
  
 “Notwithstanding that DDi Capital may not be subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, DDi Capital will, within 15 days after DDi Capital is or would be required to file the same with the SEC, provide 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 as if DDi Capital
were subject to the reporting requirements of Section 13 and 15(d) of the Exchange Act, provided, that such reports need not be audited by an independent certified public accountant so long as the chief financial officers of DDi Capital and
DDi Corp. certify such reports and such reports otherwise satisfy the reporting requirements of Section 13 or 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 (but excluding any audit information
required to be provided by independent certified public accountants so long as the chief financial officers of DDi Capital and DDi Corp. certify such information and such information otherwise complies with the requirements of Forms 10-Q and 10-K,
as applicable) and (ii) such other reports containing substantially the same information required to be contained in a Form 8-K, in each case within 15 days of the end of the applicable period.” 
  
 ARTICLE THREE. MISCELLANEOUS 
  
 SECTION 301. Reference to and Effect on the Indenture. This Supplemental Indenture
shall be construed as supplemental to the Indenture and all the terms and conditions of this Supplemental Indenture shall be deemed to be part of the terms and conditions of the Indenture. Except as set forth herein, the Indenture heretofore
executed and delivered is hereby ratified, approved and confirmed. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act, and shall, to the extent applicable, be governed by such provisions. 
  
 SECTION 302. Supplemental Indenture May be Executed in Counterparts. This instrument
may be executed in any number of counterparts, each which shall be an original; but such counterparts shall together constitute but one and the same instrument. 
  

SECTION 303. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 
  
 SECTION 304. Separability. In case any one or more of the provisions contained in this
Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not effect any other provisions of this Supplemental Indenture or of the Indenture, but
this Supplemental Indenture and the Indenture shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 
  

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 SECTION 305. Governing Law. This First Supplemental Indenture 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. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed
as of the day and year first above written. 
  

			
	 DDi CAPITAL CORP.

		
	 By:
	 	 /S/ TIMOTHY DONNELLY


	 Name:
	 	 Timothy J. Donnelly

	 Title:
	 	 Vice President

	
	 WILMINGTON TRUST COMPANY,

	 as Trustee

		
	 By:
	 	 /S/ MICHAEL G. OILER, JR.


	 Name:
	 	 Michael G. Oiler, Jr.

	 Title:
	 	 Senior Financial Services Officer