LIMITED LIABILITY COMPANY AGREEMENT OF DYNCORP INTERNATIONAL OF NIGERIA LLCLimited Liability Company Agreement • September 27th, 2005 • Services International LLC • Services-business services, nec • Delaware
This Limited Liability Company Agreement (this “Agreement”) of DYNCORP INTERNATIONAL OF NIGERIA LLC (the “Company”), made as of this 22nd day of April 2005, is entered into by DYNCORP INTERNATIONAL LLC (the “Member”).
to be merged with and into DynCorp International LLC unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named on Schedule I heretoServices International LLC • September 27th, 2005 • Services-business services, nec • New York
DYNCORP INTERNATIONAL LLC DIV CAPITAL CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 9.50% SENIOR SUBORDINATED NOTES DUE 2013Indenture • September 27th, 2005 • Services International LLC • Services-business services, nec • New York
INDENTURE dated as of February 11, 2005 among DynCorp International, a Delaware limited liability company (the “Company”), DIV Capital Corporation, a Delaware corporation (“Co-Issuer,” and together with the Company, the “Issuers”), the Guarantors (as defined) and The Bank of New York, a New York banking corporation, as trustee.
CREDIT AND GUARANTY AGREEMENT dated as of February 11, 2005 among DI FINANCE SUB LLC, as Borrower DI ACQUISITION CORP. and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, VARIOUS LENDERS Party Hereto, GOLDMAN SACHS CREDIT PARTNERS L.P., as...Credit and Guaranty Agreement • September 27th, 2005 • Services International LLC • Services-business services, nec • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of February 11, 2005, is entered into by and among DI FINANCE SUB LLC, a Delaware limited liability company (“Finance Sub”), DI ACQUISITION CORP., a Delaware corporation (“Holdings”), and CERTAIN SUBSIDIARIES OF FINANCE SUB, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Joint Lead Arranger and Joint Book Runner, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent (together with its permitted successors in such capacity, “Syndication Agent”), BEAR, STEARNS & CO. INC., as Joint Lead Arranger and Joint Book Runner (together with GSCP, the “Lead Arrangers”), and BANK OF AMERICA, N.A., as Issuing Bank (together with its permitted successors in such capacity, “Issuing Bank”) a
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of Dated as of April 28, 2005Limited Liability • September 27th, 2005 • Services International LLC • Services-business services, nec • Delaware
This Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC (the “Company”), a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Act”), is entered into and shall be effective as of April 28, 2005, by and among The Veritas Capital Fund II, L.P. (“Veritas”), those employees and non-employee directors of DynCorp International Inc. (f/k/a DI Acquisition Corp.), a Delaware corporation (“DI Corp.”), and/or the Subsidiaries of DI Corp. (DI Corp., together with its Subsidiaries being hereinafter collectively referred to as the “DI Group”) listed on the signature page of this Agreement or who may hereafter be admitted as Additional Members (collectively, the “DI Members”), and the other Persons listed as Members on the signature page of this Agreement (each a “Member” and, collectively with Veritas and the DI Members, the “Members”).
PLEDGE AND SECURITY AGREEMENT dated as of February 11, 2005 between EACH OF THE GRANTORS PARTY HERETO and GOLDMAN SACHS CREDIT PARTNERS L.P., as Collateral AgentPatent Security Agreement • September 27th, 2005 • Services International LLC • Services-business services, nec • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of February 11, 2005 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).
to be merged with and into DynCorp International LLCPurchase Agreement • September 27th, 2005 • Services International LLC • Services-business services, nec • New York
concurrent with the closing of the Acquisition, (A) the Company and Goldman Sachs Credit Partners L.P. and Bear, Stearns and Co. Inc. and the other lenders and guarantors thereto will enter into a Credit Agreement (the “Credit Facility”) pursuant to which the Company will borrow $345 million, and (B)(i) the Sponsor will make a cash common equity investment in DI Acquisition of not less than $86 million, (ii) other investors acceptable to the Purchasers will make a cash common equity investment in DI Acquisition of not less than $14 million and a preferred equity investment in DI Acquisition of not less than $50 million and (iii) the Seller will receive a preferred equity investment in DI Acquisition of $75 million (together, the “Equity Contributions,” and collectively with the Acquisition and the Credit Facility, the “Transactions”), to fund a portion of the Acquisition and related working capital requirements of the Company after consummation of the Acquisition. The issue and sale of
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF DTS AVIATION SERVICES LLCLimited Liability Company Operating • September 27th, 2005 • Services International LLC • Services-business services, nec • Nevada
This Limited Liability Company Operating Agreement (this “Agreement”) of DTS Aviation Services LLC, made as of this [11] day of February, 2005, is entered into by DYNCORP INTERNATIONAL LLC (the “Member”).
Limited Liability Company Operating Agreement ofLimited Liability Company Operating Agreement • September 27th, 2005 • Services International LLC • Services-business services, nec • Delaware
This Limited Liability Company Operating Agreement (this “Agreement”) of VCDI Holding LLC (the “Company”), a limited liability company organized pursuant to the Delaware Limited Liability Company Act (6 Del. Code. 18-101, et seq.), as amended from time to time (the “Act”), is entered into and shall be effective as of February 7, 2005 (the “Effective Date”), by and among Veritas Capital Investments II, LLC (“Veritas”) and Carlisle Ventures, Inc., a Delaware corporation and a wholly-owned subsidiary of The Northwestern Mutual Life Insurance Company (together with any Transferees, the “Non-Affiliate Members” and, collectively with Veritas, the “Members”). Capitalized terms that are not defined elsewhere in this Agreement shall have the meanings set forth in Section 11.8.
LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • September 27th, 2005 • Services International LLC • Services-business services, nec • Delaware
This Limited Liability Company Agreement (this “Agreement”) of DI FINANCE SUB LLC, made as of this 11th day of January, 2005, is entered into by DI ACQUISITION CORP. (the “Member”).
PURCHASE AGREEMENT DATED AS OF DECEMBER 12, 2004 AMONG COMPUTER SCIENCES CORPORATION AND DYNCORP AND THE VERITAS CAPITAL FUND II, L.P. AND DI ACQUISITION CORP.Purchase Agreement • September 27th, 2005 • Services International LLC • Services-business services, nec • Delaware
This PURCHASE AGREEMENT, dated as of December 12, 2004 (this “Agreement”), is made by and between Computer Sciences Corporation, a Nevada corporation (“CSC”), and DynCorp, a Delaware corporation and direct, wholly-owned subsidiary of CSC (“DynCorp” or “Seller”), on the one hand, and The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Parent”), and DI Acquisition Corp., a Delaware corporation and direct, wholly-owned subsidiary of Parent (“Acquisition”), on the other hand.
SUPPLEMENTAL INDENTURESupplemental Indenture • September 27th, 2005 • Services International LLC • Services-business services, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 6, 2005, among DynCorp International of Nigeria LLC (the “Guaranteeing Subsidiary”), a Delaware limited liability company and a subsidiary of the Company (as hereinafter defined), DynCorp International LLC (the “Company”), DIV Capital Corporation (the “Co-issuer,” and collectively with the Company, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • September 27th, 2005 • Services International LLC • Services-business services, nec • Delaware
This First Amendment, dated as of February 11, 2005 (this “Amendment”), to the Purchase Agreement, dated as of December 12, 2004 (the “Agreement”), by and between Computer Sciences Corporation, a Nevada corporation, and DynCorp, a Delaware corporation, on the one hand, and The Veritas Capital Fund II, L.P., a Delaware limited partnership, and DI Acquisition Corp., a Delaware corporation on the other hand.
AMENDED AND RESTATED OPERATING AGREEMENT OF DYNCORP INTERNATIONAL LLCOperating Agreement • September 27th, 2005 • Services International LLC • Services-business services, nec • Delaware
This Amended and Restated Operating Agreement of DynCorp International LLC, a Delaware limited liability company (the “Company”), organized pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), is made as of February 11, 2005 and entered into by DynCorp International Inc., (f/k/a DI Acquisition Corp.), a Delaware limited liability company (“DII” or the “Member”).
