Exhibit 99.4
THIRD AMENDMENT TO THE AGREEMENT AND PLAN OF REORGANIZATION
This Third Amendment (the "Amendment"), dated as of November 30, 2001,
is to the Agreement and Plan of Reorganization, as amended by the First
Amendment and the Second Amendment, by and among XXXXXXXXXX.XXX, INC. a Delaware
corporation ("Newco Parent"), DYNCORP MANAGEMENT RESOURCES INC., a Virginia
corporation (the "Company"), NEWCO ACQUISITION CORP., a Delaware corporation
("Newco"), and DYNCORP, a Delaware corporation ("Company Parent") (the
"Reorganization Agreement"). Following further discussions between the parties
after execution of the Reorganization Agreement, the parties determined it to be
in the best interests of all such parties to make certain changes to the
Reorganization Agreement agreed to by the parties named below, and such parties
hereby agree as follows:
Section 1
In Section 6.1(e) of the Reorganization Agreement, the date "November
30, 2001" shall be replaced with the new date "December 31, 2001."
Section 2
Except as specifically modified by this Amendment, the Reorganization
Agreement in its current form shall be unaltered and shall remain in full force
and effect in accordance with its terms.
Section 3
3.1 Counterparts. This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterparts.
3.2 Entire Agreement. This Amendment and the documents and instruments
and other agreements among the parties hereto as contemplated by or referred to
herein, constitute the entire agreement among the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter
hereof, it being understood that except as specifically modified by this
Amendment, the terms and conditions of the Merger Agreement remain in full force
and effect in accordance with their terms.
3.3 Severability. In the event that any provision of this Amendment or
the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Amendment will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties hereto. The parties further agree to replace
such void or unenforceable provision of this Amendment with a valid and
enforceable provision that will achieve, to the extent possible, the economic,
business and other purposes of such void or unenforceable provision.
3.4 Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws.
3.5 Rules of Construction. The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Amendment
and, therefore, waive the application of any law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.
3.6 Definitions. All capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to such terms in the Merger Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized respective officers as of the date first
written above.
XXXXXXXXXX.XXX, INC.
By: ____________________
Xxxxxx X. Xxxx, President
DYNCORP MANAGEMENT RESOURCES INC.
By:_____________________
Xxxxx X. Xxxxxxxxx, Senior Vice President
NEWPORT ACQUISITION CORP.
By:_____________________
Xxxxxx X. Xxxx, President
DYNCORP
By: _____________________
Xxxxx X. Xxxxxxxxx, Senior Vice President