Delta Tucker Holdings, Inc. Sample Contracts

Contract
Credit Agreement • May 9th, 2016 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • New York

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of [Amendment No. 5 Effective Date to be inserted], 2016 Among DYNCORP INTERNATIONAL INC., as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, BANK OF AMERICA, N.A., as Administrative and Collateral Agent, BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender, THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, and BARCLAYS BANK PLC, CAPITAL ONE, N.A. and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents, and BANC OF AMERICA SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC., BARCLAYS CAPITAL and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners

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INTERCREDITOR AGREEMENT dated as of June 15, 2016 between BANK OF AMERICA, N.A., as Priority Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Collateral Trustee And DYNCORP FUNDING LLC, as Third Lien Collateral Trustee
Intercreditor Agreement • June 16th, 2016 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • New York

INTERCREDITOR AGREEMENT, dated as of June 15, 2016 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), between BANK OF AMERICA, N.A., as administrative agent for the Priority Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original Priority Lien Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the Second Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original Second Lien Collateral Trustee”), and DYNCORP FUNDING LLC, as collateral agent for the Third Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original Third Lien Collateral Trustee”).

AMENDMENT No. 3, dated as of June 19, 2013 (this “Amendment”), to the Credit Agreement dated as of July 7, 2010, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Borrower”), Delta Tucker Holdings, Inc., a Delaware corporation...
Credit Agreement • March 31st, 2015 • Delta Tucker Holdings, Inc. • Services-business services, nec • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 7, 2010, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Borrower”), Delta Tucker Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender. and Citigroup Global Markets Inc., Syndication Agent and Barclays Bank PLC and Deutsche Bank Securities Inc. as Co-Documentation Agents.

LIMITED LIABILITY COMPANY AGREEMENT OF PHOENIX CONSULTING GROUP, LLC
Limited Liability Company Agreement • March 30th, 2016 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services

This Limited Liability Company Agreement (this "Agreement") of PHOENIX CONSULTING GROUP, LLC, made as of the _____ day of March, 2016, is entered into by DYNCORP INTERNATIONAL LLC (the "Member").

DYNCORP INTERNATIONAL INC., as Issuer and the Guarantors named herein 11.875% Senior Secured Second Lien Notes due 2020 INDENTURE Dated as of June 15, 2016 WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and as Collateral Agent
Indenture • June 16th, 2016 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • New York

INDENTURE dated as of June 15, 2016 among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Company”), the Guarantors and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent.

CREDIT AGREEMENT Dated as of August 16, 2019 among DYNCORP INTERNATIONAL INC., as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, BANK OF AMERICA, N.A., as L/C Issuer...
Credit Agreement • August 16th, 2019 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 16, 2019, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Borrower”), Delta Tucker Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender.

CLASS B INTERESTS PLAN AWARD AGREEMENT
Award Agreement • May 12th, 2014 • Delta Tucker Holdings, Inc. • Services-business services, nec • Delaware

This Award Agreement (this "Agreement") is made and entered into as of March 5, 2014 (the "Grant Date"), by and between Dyncorp Management LLC, a Delaware limited liability company (the "Company") and George Krivo (the "Participant").

EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2014 • Delta Tucker Holdings, Inc. • Services-business services, nec • Virginia

EMPLOYMENT AGREEMENT ("Agreement") dated as of March 5, 2014 by and between DynCorp International LLC (the "Company") and George Krivo (the "Executive") (each a "Party" and together, the "Parties").

LONG TERM CASH INCENTIVE BONUS AGREEMENT
Long Term Cash Incentive Bonus Agreement • March 14th, 2014 • Delta Tucker Holdings, Inc. • Services-business services, nec • Virginia

This Long Term Cash Incentive Bonus Agreement (this "Agreement"), dated as of December 17, 2013, is by and between James Geisler (the "Executive") and DynCorp International LLC, a Delaware limited liability company (the "Company") (each a "Party," and collectively, the "Parties").

EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2018 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • Virginia

EMPLOYMENT AGREEMENT (the "Agreement") dated November 1, 2017 (the "Effective Date") by and between DynCorp International, LLC (the "Company") and Gregory S. Nixon (the "Executive," and the Company and the Executive (each a "Party" and together, the "Parties"). All terms not otherwise defined will have the meaning ascribed to them in Section 9 of the Agreement.

Contract
Execution Version • November 14th, 2016 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • New York

AMENDMENT No. 6, dated as of August 22, 2016 (this “Amendment”), to the Credit Agreement dated as of July 7, 2010, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Borrower”), Delta Tucker Holdings, Inc., a Delaware corporation (“Holdings”), the other Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent, L/C Issuer and Swing Line Lender and the other parties thereto (as amended and restated as of June 15, 2016 pursuant to that certain Amendment No. 5 and Waiver to Credit Agreement dated as of April 30, 2016 and as further amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

LEWIS VON THAER EMPLOYMENT AGREEMENT
Employment Agreement • June 23rd, 2015 • Delta Tucker Holdings, Inc. • Services-business services, nec • New Jersey

EMPLOYMENT AGREEMENT (the "Agreement") dated as June 15, 2015 by and between DynCorp International, LLC (the "Company") and the Executive set forth on Annex 1 hereto (each a "Party" and together, the "Parties").

SECONDMENT AGREEMENT
Secondment Agreement • March 31st, 2015 • Delta Tucker Holdings, Inc. • Services-business services, nec • New York

THIS SECONDMENT AGREEMENT (the “Agreement”) is made and entered into with an effective date as of August 8, 2014 (the “Effective Date”), by and among Cerberus Operations and Advisory Company, LLC (“COAC”), a Delaware limited liability company, DynCorp International LLC. ("DynCorp" or the “Company”), a Delaware Corporation, and James Geisler (“Secondee”), a natural person and employee of COAC. For purposes of this Agreement, COAC, DynCorp, and Secondee each may be referred to individually as a “Party”, and collectively as the “Parties”.

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • August 12th, 2011 • Delta Tucker Holdings, Inc. • Services-business services, nec • New York

AMENDMENT NO. 2, dated as of August 10, 2011 (this “Amendment”), to the Credit Agreement, dated as of July 7, 2010 (as amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), among Dyncorp International Inc. (the “Borrower”), the guarantors party thereto, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).

Contract
4 and Waiver • November 10th, 2014 • Delta Tucker Holdings, Inc. • Services-business services, nec • New York

AMENDMENT No. 4 AND WAIVER, dated as of November 5, 2014 (this “Waiver and Amendment”), to the Credit Agreement dated as of July 7, 2010, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Borrower”), Delta Tucker Holdings, Inc., a Delaware corporation (“Holdings”), the other Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent, L/C Issuer and Swing Line Lender and the other parties thereto (as amended by that certain Amendment and Waiver to Credit Agreement dated as of January 21, 2011, Amendment No. 2 to Credit Agreement dated as of August 10, 2011, Amendment No. 3 to Credit Agreement dated as of June 19, 2013 and as further amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have

AMENDMENT No. 5 AND WAIVER, dated as of April 30, 2016 (this “Amendment”), to the Credit Agreement dated as of July 7, 2010, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Borrower”), Delta Tucker Holdings, Inc., a Delaware corporation...
Credit Agreement • May 23rd, 2016 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of [Amendment No. 5 Effective Date to be inserted], 2016, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Borrower”), Delta Tucker Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender, and Citigroup Global Markets Inc., Syndication Agent and Barclays Bank PLC and Deutsche Bank Securities Inc. as Co-Documentation Agents.

Contract
Delta Tucker Holdings, Inc. • June 25th, 2013 • Services-business services, nec • New York

AMENDMENT No. 3, dated as of June 19, 2013 (this “Amendment”), to the Credit Agreement dated as of July 7, 2010, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Borrower”), Delta Tucker Holdings, Inc., a Delaware corporation (“Holdings”), the other Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent, L/C Issuer and Swing Line Lender and the other parties thereto (as amended by that certain Amendment and Waiver to Credit Agreement dated as of January 21, 2011, Amendment No. 2 to Credit Agreement dated as of August 10, 2011 and as further amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • August 15th, 2011 • Delta Tucker Holdings, Inc. • Services-business services, nec • New York

AMENDMENT AND WAIVER, dated as of January 21, 2011 (this “Amendment and Waiver”), to the Credit Agreement, dated as of July 7, 2010 (as amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), among Dyncorp International Inc. (the “Borrower”), the guarantors party thereto, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).

OPERATING AGREEMENT OF HELIWORKS LLC
Operating Agreement • March 30th, 2016 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • Florida

This Operating Agreement (this "Agreement") of Heliworks LLC (the "Company"), dated as of July 9, 2012, is entered into by DynCorp International LLC (the "Member").

CLASS B INTERESTS PLAN AWARD AGREEMENT
Award Agreement • March 14th, 2014 • Delta Tucker Holdings, Inc. • Services-business services, nec • Delaware

This Award Agreement (this "Agreement") is made and entered into as of December 17, 2013 (the "Grant Date"), by and between Dyncorp Management LLC, a Delaware limited liability company (the "Company") and Steven F. Gaffney (the "Participant").

SUPPLEMENTAL INDENTURE NO. 1
Supplemental Indenture • March 30th, 2016 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 17, 2012, among Heliworks, LLC, a Florida limited liability company (the “New Guarantor”), a subsidiary of DynCorp International Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee under the indenture referred to below (the “Trustee”).

SUPPLEMENTAL INDENTURE NO. 1
Supplemental Indenture • November 14th, 2016 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • New York

SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”) dated as of August 26, 2016, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Company”), HIGHGROUND GLOBAL, INC., a Delaware corporation and an indirect subsidiary of the Company (“HighGround”), CULPEPER NATIONAL SECURITY SOLUTIONS LLC, a Delaware limited liability company and an indirect subsidiary of the Company (together with HighGround, the “New Guarantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the indenture referred to below (the “Trustee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • July 14th, 2014 • Delta Tucker Holdings, Inc. • Services-business services, nec • Virginia

EMPLOYMENT AGREEMENT (“Agreement”) dated as of July 2, 2014 by and between DynCorp International LLC (the “Company”) and Gordon Walsh (the “Executive”) (each a “Party” and together, the “Parties”).

THIRD LIEN CREDIT AGREEMENT Dated as of June 15, 2016 Between DYNCORP INTERNATIONAL INC., as Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME and DYNCORP FUNDING LLC, as Lender and Collateral Agent
Intercreditor Agreement • June 16th, 2016 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • New York

DYNCORP INTERNATIONAL INC., a Delaware corporation, as Borrower, Delta Tucker Holdings, Inc., the Subsidiary Guarantors (as defined below) party hereto from time to time, DYNCORP FUNDING LLC, a Delaware limited liability company, as Lender and DYNCORP FUNDING LLC, a Delaware limited liability company as collateral agent (in such capacity, the “Collateral Agent”), agree as follows (with certain terms used herein being defined in Article I):

SUPPLEMENTAL INDENTURE NO. 2
Supplemental Indenture • May 23rd, 2016 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • New York

SUPPLEMENTAL INDENTURE NO. 2 (this “Supplemental Indenture”) dated as of May 23, 2016 between DynCorp International Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (as successor by merger to Wilmington Trust FSB), as trustee (the “Trustee”) under the Indenture (as defined below).

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