DYNCORP INTERNATIONAL INC. and The Bank of New York, as Rights Agent Rights Agreement Dated as of May 3, 2006Rights Agreement • June 29th, 2006 • DynCorp International Inc • Services-business services, nec • New York
RIGHTS AGREEMENT, dated as of May 3, 2006 (the “Agreement”), between DynCorp International Inc., a Delaware corporation (the “Company”), and The Bank of New York, a New York trust company (the “Rights Agent”).
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is hereby entered into effective as of July 17, 2006, between DynCorp International LLC, a Delaware limited liability company (the "Company"), and Herbert J. Lanese...Employment Agreement • July 19th, 2006 • DynCorp International Inc • Services-business services, nec • New York
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 30th, 2005 • DynCorp International Inc • Services-business services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 2005 by and between DynCorp International Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among DYNCORP INTERNATIONAL INC., DELTA TUCKER HOLDINGS, INC. and DELTA TUCKER SUB, INC. Dated as of April 11, 2010Agreement and Plan of Merger • April 12th, 2010 • Dyncorp International Inc. • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 11, 2010, among DynCorp International Inc., a Delaware corporation (the “Company”), Delta Tucker Holdings, Inc., a Delaware corporation (“Parent”), and Delta Tucker Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
SECOND AMENDMENTCredit and Guaranty Agreement • June 29th, 2006 • DynCorp International Inc • Services-business services, nec • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of February 11, 2005, as amended by the First Amendment dated as of January 9, 2006 (the Credit and Guaranty Agreement, as amended by the First Amendment, the “Existing Credit Agreement”) and as further amended by the Second Amendment dated as of June 28, 2006 (the “Amended Credit Agreement” or this “Agreement”) is entered into by and among DYNCORP INTERNATIONAL LLC (successor by merger to DI FINANCE SUB LLC), a Delaware limited liability company (“Company”), DYNCORP INTERNATIONAL INC. (formerly known as DI ACQUISITION CORP.), a Delaware corporation (“Holdings”), and CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Lead Arranger and Book Runner, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), and a
EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2006 • DynCorp International Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2006 • DynCorp International Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT, dated as of May 3, 2006 (this “Agreement”), by and between DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Company”), and DIV HOLDING LLC (“Holding”).
DYNCORP INTERNATIONAL INC. LOCK-UP AGREEMENT August 4, 2009 GOLDMAN, SACHS & CO. CREDIT SUISSE SECURITIES (USA) LLC As representatives of the Several Underwriters named in Schedule A hereto, c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York...Up Agreement • August 11th, 2009 • Dyncorp International Inc. • Services-business services, nec
SUPPLEMENTAL INDENTURESupplemental Indenture • August 12th, 2008 • Dyncorp International Inc. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of July 14, 2008, among DynCorp International LLC (the “Company”), DIV Capital Corporation (the “Co-issuer”, and collectively with the Company, the “Issuers”), the Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, formerly known as The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2007 • Dyncorp International Inc. • Services-business services, nec • New York
In consideration of the payments and other benefits set forth in the Employment Agreement dated April , 2006, to which this form is attached, I, Robert B. Rosenkranz, hereby furnish DynCorp International Inc. (the "Company"), with the following release and waiver ("Release and Waiver").
10,000,000 Shares DYNCORP INTERNATIONAL INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2009 • Dyncorp International Inc. • Services-business services, nec • New York
Amendment No. 2 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLCDynCorp International Inc • March 27th, 2006 • Services-business services, nec
This Amendment No. 2 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC, a Delaware limited liability company (the “Company”), is entered into as of March 14, 2006 by and among The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”) and the Persons listed as Additional Class B Members on the signature pages hereof (the “Newly Admitted Members”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT FOR CURTIS SCHEHREmployment Agreement for Curtis Schehr • June 11th, 2009 • Dyncorp International Inc. • Services-business services, nec
This amendment, made and entered into effective as of May 21, 2009 (the “Amendment”), is to the Employment Agreement (the “Employment Agreement”), dated as of October 24, 2006, by and between DynCorp International LLC, a Delaware limited liability company (the “Company”), and Curtis L. Schehr (the “Executive”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Employment Agreement.
Amendment No. 7 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLCLimited Liability • September 7th, 2007 • Dyncorp International Inc. • Services-business services, nec
This Amendment No. 7 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC, a Delaware limited liability company (the “Company”), is entered into as of September 6, 2007 by The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”).
Amendment No. 4 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLCDynCorp International Inc • July 19th, 2006 • Services-business services, nec
Amendment No. 1 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLCDynCorp International Inc • November 30th, 2005 • Services-business services, nec
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC, a Delaware limited liability company (the “Company”), is entered into as of November 22, 2005 by and among The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”), the Persons listed as Additional Class B Members on the signature pages hereof (the “Newly Admitted Members”), and the other Persons listed as Class A Members on the signature page hereof.
Amendment No. 6 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLCLimited Liability • February 27th, 2007 • Dyncorp International Inc. • Services-business services, nec
This Amendment No. 6 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC, a Delaware limited liability company (the “Company”), is entered into as of February 26, 2007 by and among The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”), the Person listed as Additional Class B Member on the Additional Class B Member Signature Page hereof (the “Newly Admitted Member”), and the Persons listed as Consenting Class B Members on the Consenting Class B Member Signature Pages hereof (collectively, the “Consenting Class B Members”).
Amendment No. 3 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLCLimited Liability • June 29th, 2006 • DynCorp International Inc • Services-business services, nec
This Amendment No. 3 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC, a Delaware limited liability company (the “Company”), is entered into as of June 2, 2006 by and between The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”) and the Person listed as an Additional Class B Member on the signature page hereof (the “Newly Admitted Member”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 18th, 2006 • DynCorp International Inc • Services-business services, nec • Virginia
This Agreement is entered into as of the 1st day of September 2006, (the “Effective Date”) by and between DynCorp International LLC (“Company”), 3190 Fairview Park Drive, Falls Church, VA 22042 and General Anthony C. Zinni (“Consultant”), 123 Huntercombe, Williamsburg, VA 23188. The parties, intending to be legally bound, hereby agree as follows:
GUARANTEEGuarantee • April 12th, 2010 • Dyncorp International Inc. • Services-business services, nec • Delaware
This GUARANTEE, dated as of April 11, 2010 (this “Guarantee”), by Cerberus Series Four Holdings, LLC, a Delaware limited liability company (the “Guarantor”) in favor of DynCorp International Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENTThe Rights Agreement • April 12th, 2010 • Dyncorp International Inc. • Services-business services, nec • New York
This Amendment No. 1 (this “Amendment”), dated as of April 11, 2010, between DynCorp International Inc., a Delaware corporation (the “Company”) and The Bank of New York Mellon (formerly known as “The Bank of New York”), a New York banking corporation, as Rights Agent (the “Rights Agent”), to the Rights Agreement, dated as of May 3, 2006, between the Company and the Rights Agent (the “Rights Agreement”); all capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
FIRST AMENDMENTFirst Amendment • March 12th, 2009 • Dyncorp International Inc. • Services-business services, nec • New York
This First Amendment (the “Amendment”) to the Credit Agreement referred to below is dated as of March 6, 2009 and effective in accordance with Section 3 below, by and among DYNCORP INTERNATIONAL INC., a Delaware corporation (“Holdings”), DYNCORP INTERNATIONAL LLC, a Delaware limited liability company (the “Borrower”), certain Subsidiaries of the Borrower party hereto (the “Subsidiary Guarantors”), the lenders party hereto (collectively, the “Consenting Lenders”) pursuant to an authorization (in the form attached hereto as Exhibit A, each a “Lender Authorization”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”) for the Lenders party to the Credit Agreement referred to below.
Amendment No. 5 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLCDyncorp International Inc. • December 15th, 2006 • Services-business services, nec
This Amendment No. 5 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC, a Delaware limited liability company (the “Company”), is entered into as of December 1, 2006 by and among The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”), and the Persons listed as Additional Class B Members on the Additional Class B Member Signature Pages hereof (collectively, the “Newly Admitted Members”).
DYNCORP INTERNATIONAL INC. and The Bank of New York, as Rights Agent Form of Rights Agreement Dated as of November [ ], 2005Rights Agreement • November 30th, 2005 • DynCorp International Inc • Services-business services, nec • Delaware
RIGHTS AGREEMENT, dated as of [ ], 2005 (the “Agreement”), between DynCorp International Inc., a Delaware corporation (the “Company”), and The Bank of New York, a New York trust company (the “Rights Agent”).
VOTING AGREEMENTVoting Agreement • April 12th, 2010 • Dyncorp International Inc. • Services-business services, nec • Delaware
This VOTING AGREEMENT, dated as of April 11, 2010 (this “Agreement”), is made among Delta Tucker Holdings, Inc., a Delaware corporation (“Parent”), Delta Tucker Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), the individual and each of the entities set forth on Schedule A hereto (each a “Stockholder” and collectively the “Stockholders”) and, solely for purposes of Sections 2.1, 2.2, 5.3 and 5.4 and Article VI, The Veritas Capital Fund II, L.P. (the “Fund”).
25,000,000 Shares DYNCORP INTERNATIONAL INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2006 • DynCorp International Inc • Services-business services, nec • New York
COLLATERAL AGREEMENT dated as of July 28, 2008 by and among DYNCORP INTERNATIONAL INC., as Holdings, DYNCORP INTERNATIONAL LLC, as Borrower, and certain of their respective Subsidiaries, as Grantors, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as...Collateral Agreement • August 1st, 2008 • Dyncorp International Inc. • Services-business services, nec • New York
COLLATERAL AGREEMENT (this “Agreement”), dated as of July 28, 2008, by and among DYNCORP INTERNATIONAL INC., a Delaware corporation (“Holdings”), DYNCORP INTERNATIONAL LLC, a Delaware limited liability company (the “Borrower”), certain of Holdings’ Subsidiaries as identified on the signature pages hereto and any Additional Grantor (as defined below) who may become party to this Agreement (such Subsidiaries and Additional Grantors, collectively, with Holdings and the Borrower, the “Grantors”), in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of the Secured Parties.
FORM OF OFFICER INDEMNIFICATION AGREEMENTForm of Officer Indemnification Agreement • April 27th, 2006 • DynCorp International Inc • Services-business services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of __________, 2006 by and between DynCorp International Inc., a Delaware corporation (the “Company”), and . (“Indemnitee”).
Amendment No. 8 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLCLimited Liability • November 12th, 2008 • Dyncorp International Inc. • Services-business services, nec
This Amendment No. 8 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC, a Delaware limited liability company (the “Company”), is entered into as of June 11, 2008 by and between The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”), and the Person listed as the Consenting Class B Member on the Consenting Class B Member Signature Page hereof (the “Consenting Class B Member”).
