Common use of Debt Tender Offer Clause in Contracts

Debt Tender Offer. (a) As soon as reasonably practicable after the receipt by the Company of a written request by Parent (and a reasonable period of time in advance of the anticipated Closing Date, as reasonably determined by Parent), the Company shall promptly commence (or, at Parent’s choice, assist Parent or its Affiliates in a third party commencement of) (i) an offer to purchase and/or (ii) a consent solicitation with respect to all of the outstanding aggregate principal amount of the Company’s then outstanding 11.5% Senior Secured Notes due 2014 (the “Notes”) on such terms and conditions as are reasonably requested by Parent (including amendments to the terms and provisions of the Indenture as reasonably requested by Parent) (including the related consent solicitation, collectively, the “Debt Tender Offer”) (and in any event so as to accommodate Parent’s financing with respect to the Merger and the other transactions provided for herein) and Parent shall assist the Company in connection therewith. Promptly following the expiration date (as such date may be extended from time to time) of the consent solicitation, assuming the requisite consents are received, the Company shall execute, and shall use reasonable best efforts to cause the Trustee (as defined below) to execute, a supplemental indenture to the Indenture, dated June 3, 2009 (the “Indenture”), by and between the Company, the Subsidiary Guarantors party thereto (collectively, the “Issuers”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), effectuating the amendments for which consents were obtained pursuant to the Debt Tender Offer, which supplemental indenture shall become effective immediately upon the later of (i) acceptance for purchase of Notes properly tendered and not properly withdrawn in the Debt Tender Offer and (ii) the Effective Time. The Company shall provide, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offer (including engagement of a dealer manager and a depository agent with respect thereto, in each case reasonably acceptable to Parent, and delivery of any Officer’s Certificates and Opinions of Counsel (as such terms are defined in the Indenture) required under the Indenture). The Debt Tender Offer shall be conditioned on the occurrence of the Closing, and, without modifying the applicable obligations of the parties under this Section 6.17, the parties shall use reasonable best efforts to cause the Notes to be accepted for purchase and the supplemental indenture to the Indenture to become effective on the Closing Date (including by making public announcements extending the expiration date of the Debt Tender Offer as requested by Parent and by the Company otherwise complying with the time periods required by Rule 14e-l under the Exchange Act). Unless otherwise agreed by Parent, concurrent with the Effective Time, and in accordance with the terms of the Debt Tender Offer, the Company shall accept for purchase and purchase the Notes (including any premium thereon and any consent payments applicable thereto) properly tendered and not properly withdrawn in the Debt Tender Offer. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Company or any of its Subsidiaries in connection with the Debt Tender Offer and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs and expenses suffered or incurred by any of them of any type in connection with the Debt Tender Offer (except to the extent such losses, damages, claims, costs and expenses result from the willful misconduct of the Company, any of its Subsidiaries or their respective Representatives), and the foregoing obligations shall survive termination of this Agreement. Notwithstanding anything to the contrary in this Section 6.17, the Company shall not be obligated to consummate the Debt Tender Offer unless the Merger has occurred or is occurring concurrently with the consummation of the Debt Tender Offer and sufficient funds are available from the Definitive Financing or from Parent to pay all consideration for the purchase of the Notes.

Debt Tender Offer. (a) As soon as reasonably practicable after the receipt by the Company of a written request by Parent (and a reasonable period of time in advance of the anticipated Closing Date, as reasonably determined by Parent), the Company shall promptly commence (or, at Parent’s choice, assist Parent or its Affiliates in a third party commencement of) (i) an offer to purchase and/or (ii) a and related consent solicitation with respect to all of the outstanding aggregate principal amount of the Company’s then outstanding 11.59.50% Senior Secured Subordinated Notes due 2014 2013 (the “Notes”) on such the terms and conditions as are reasonably requested by Parent (including amendments to the terms and provisions of the Indenture as reasonably requested by ParentParent and reasonably satisfactory to the Company) (including the related consent solicitation, collectively, the “Debt Tender Offer”) (and in any event so as to accommodate Parent’s financing with respect to the Merger and the other transactions provided for herein) 60 and Parent shall assist the Company in connection therewith. Promptly following the expiration date (as such date may be extended from time to time) of the consent solicitation, assuming the requisite consents are received, the Company shall execute, and shall use commercially reasonable best efforts to cause the Trustee (as defined below) to execute, a supplemental indenture to the Indenture, dated June 3February 11, 2009 2005 (the “Indenture”), by and between the CompanyDynCorp International LLC, the Subsidiary Guarantors party thereto DynCorp Capital Corporation (collectively, the “Issuers”) and The Bank of New York Mellon Trust Company, N.A.York, as Trustee (the “Trustee”), effectuating the amendments for which consents were obtained pursuant to the Debt Tender Offer, which supplemental indenture shall become effective immediately upon the later of (i) acceptance for purchase of Notes properly tendered and not properly withdrawn in the Debt Tender Offer and (ii) the Effective Time. The Company shall provide, and shall cause its Subsidiaries to, and shall use commercially reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offer (including engagement of a dealer manager and a depository agent with respect thereto, in each case reasonably acceptable to Parent, and delivery of any Officer’s Certificates and Opinions of Counsel (as such terms are defined in the Indenture) required under the Indenture). The closing of the Debt Tender Offer shall be conditioned on the occurrence of the Closing, and, without modifying the applicable obligations of the parties under this Section 6.17Section, the parties shall use commercially reasonable best efforts to cause the Notes Debt Tender Offer to be accepted for purchase and the supplemental indenture to the Indenture to become effective close on the Closing Date (including by making public announcements extending the expiration date of the Debt Tender Offer as requested by Parent and by the Company otherwise complying with the time periods required by Rule 14e-l 14e-1 under the Exchange Act). Unless otherwise agreed by Parent, concurrent with the Effective Time, and in accordance with the terms of the Debt Tender Offer, the Company shall accept for purchase and purchase the Notes (including any premium thereon and any consent payments applicable thereto) properly tendered and not properly withdrawn in the Debt Tender Offer. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Company or any of its Subsidiaries in connection with the Debt Tender Offer and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs and expenses suffered or incurred by any of them of any type in connection with the Debt Tender Offer (except to the extent such losses, damages, claims, costs and expenses result from the gross negligence or willful misconduct of the Company, any of its Subsidiaries or their respective Representatives), and the foregoing obligations shall survive termination of this Agreement. Notwithstanding anything to the contrary in this Section 6.17, the Company shall not be obligated to consummate the Debt Tender Offer unless the Merger has occurred or is occurring concurrently with the consummation of the Debt Tender Offer and sufficient funds are available from the Definitive Financing or from Parent to pay all consideration for the purchase of the Notes.

Debt Tender Offer. (a) As soon as reasonably practicable after (a) Following the receipt by date hereof, the Company shall use its commercially reasonable efforts to cause Remington to commence promptly, after receipt of a written request by Parent (from Buyer to do so and a reasonable period of time in advance receipt of the anticipated Closing DateDebt Tender Offer Documents (as defined below) from Buyer, as reasonably determined by Parent), the Company shall promptly commence (or, at Parent’s choice, assist Parent or its Affiliates in a third party commencement of) (i) consent solicitation and/or an offer to purchase and/or and related consent solicitation, or one or both of them, on such terms and conditions requested by the Buyer and reasonably acceptable to the Company (iieither or both such actions are referred to collectively as the “Debt Tender Offer”) a consent solicitation with respect to all of the outstanding aggregate principal amount of the Company’s then outstanding 11.510 1/2% Senior Secured Notes due 2014 2011 (the “Notes”) on such terms and conditions as are reasonably requested by Parent (including amendments to the terms and provisions of the Indenture as reasonably requested by Parent) (including the related consent solicitation), collectively, the “Debt Tender Offer”) (and in any event so as to accommodate Parent’s financing with respect to the Merger and the other transactions provided for herein) and Parent shall assist the Company in connection therewith. Promptly following the expiration date (as such date may be extended from time to time) of the consent solicitation, assuming the requisite consents are received, the Company shall execute, and shall use reasonable best efforts to cause the Trustee (as defined below) to execute, a supplemental indenture issued pursuant to the Indenture, dated June 3, 2009 (the “Indenture”), by and between the Company, the Subsidiary Guarantors party thereto (collectively, the “Issuers”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), effectuating the amendments for which consents were obtained pursuant to the Debt Tender Offer, which supplemental indenture shall become effective immediately upon the later of (i) acceptance for purchase of Notes properly tendered and not properly withdrawn in the Debt Tender Offer and (ii) the Effective Time. The Company shall provide, and shall cause its Subsidiaries toto provide, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent the Buyer in connection with the Debt Tender Offer (Offer, including engagement of a entering into customary dealer manager and a depository agent with respect thereto, consent solicitation agreements (in each case as shall be reasonably acceptable to Parent, and delivery of any Officer’s Certificates and Opinions of Counsel (as such terms are defined in the Indenture) required under the Indenture). The Debt Tender Offer shall be conditioned on the occurrence of the Closing, and, without modifying the applicable obligations of the parties under this Section 6.17, the parties shall use reasonable best efforts to cause the Notes to be accepted for purchase and the supplemental indenture to the Indenture to become effective on the Closing Date (including by making public announcements extending the expiration date of the Debt Tender Offer as requested by Parent and by the Company otherwise complying with the time periods required by Rule 14e-l under the Exchange Act). Unless otherwise agreed by Parent, concurrent with the Effective Time, and in accordance with the terms of the Debt Tender Offer, the Company shall accept for purchase and purchase the Notes (including any premium thereon and any consent payments applicable thereto) properly tendered and not properly withdrawn in the Debt Tender Offer. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Company or any of its Subsidiaries in connection with the Debt Tender Offer Offer. (b) Remington’s obligation to accept for payment and shall indemnify and hold harmless pay for the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs and expenses suffered or incurred by any of them of any type in connection with Notes tendered pursuant to the Debt Tender Offer (except or make any payment for consents shall be subject to conditions as requested by the extent such losses, damages, claims, costs Buyer and expenses result from the willful misconduct of reasonably acceptable to the Company, any of its Subsidiaries including that (i) the Closing shall occur concurrently therewith (or their respective Representatives), the Buyer and the foregoing obligations shall survive termination of this Agreement. Notwithstanding anything to the contrary in this Section 6.17, the Company shall not be obligated satisfied that it will occur substantially concurrently with such acceptance and payment), (ii) the Acquisition Financing has been obtained and (iii) such other conditions as are customary for transactions similar to consummate the Debt Tender Offer. The parties shall use commercially reasonable efforts to cause the Debt Tender Offer unless the Merger has occurred or is occurring to close concurrently with the Closing; provided that the consummation of the Debt Tender Offer and sufficient funds are available from with respect to the Definitive Financing or from Parent Notes shall not be a condition to pay all consideration for the purchase of the Notes.Closing. The Buyer hereby 54

Debt Tender Offer. (a) As soon In the event and at such time as reasonably practicable after the receipt by the Company of a written request requested by Parent (and a reasonable period of time in advance of provided that Parent shall coordinate with the anticipated Closing Date, as reasonably determined by ParentCompany regarding such timing), the Company shall promptly commence (or, at Parent’s choice, assist Parent or its Affiliates in a third party commencement of) (i) an commence a cash tender offer to purchase and/or (ii) a consent solicitation with respect to all of the outstanding aggregate principal amount of the Company’s then outstanding 11.511% Senior Secured Subordinated Notes due 2012 (the “11% Notes”) and the Company’s outstanding 8% Senior Subordinated Notes due 2014 (the “8% Notes”, and together with the 11% Notes, the “Senior Subordinated Notes”), or either the 11% Notes or 8% Notes, as requested by Parent, and (ii) solicit the consent of the holders of the Senior Subordinated Notes (or the 8% Notes or 11% Notes, as requested by Parent), regarding the amendments (the “Indenture Amendments”) described on Schedule 5.13 hereto to the covenants contained in the indentures to which the Senior Subordinated Notes (or the 8% Notes or 11% Notes, as applicable) are subject. Any such offer to purchase and consent solicitation (the “Debt Offer”) shall be made on such terms and conditions as are described on Schedule 5.13 and such other terms and conditions agreed to by Parent; provided, that, in any event, the parties agree that the terms and conditions of the Debt Offer shall provide that the closing thereof shall be contingent upon the closing of the Merger. The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as may be reasonably requested by Parent (including amendments Parent, and the Company shall not, without Parent’s prior consent, waive any condition to the Debt Offer described on Schedule 5.13, or make any changes to the terms and provisions conditions of the Indenture as reasonably requested by Parent) (including the related consent solicitationDebt Offer. The Company covenants and agrees that, collectively, the “Debt Tender Offer”) (and in any event so as to accommodate Parent’s financing with respect subject to the Merger terms and the other transactions provided for herein) and Parent shall assist the Company in connection therewith. Promptly following the expiration date (as such date may be extended from time to time) conditions of the consent solicitationthis Agreement, assuming the requisite consents are received, the Company shall execute, and shall use reasonable best efforts to cause the Trustee (as defined below) to execute, a supplemental indenture including but not limited to the Indenture, dated June 3, 2009 (the “Indenture”), by terms and between the Company, the Subsidiary Guarantors party thereto (collectively, the “Issuers”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), effectuating the amendments for which consents were obtained pursuant conditions to the Debt Tender Offer, which supplemental indenture shall become effective immediately upon it will accept for payment, and pay for, the later of Senior Subordinated Notes (ior the 8% Notes or 11% Notes, as applicable) acceptance for purchase of Notes properly tendered and not properly withdrawn effect the Indenture Amendments, in the Debt Tender Offer each case contemporaneously with, and (ii) contingent upon, the Effective Time. The Company shall provide, enter into a customary dealer manager agreement and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection a customary information agent agreement with the Debt Tender Offer (including engagement of a dealer manager and a depository agent with respect theretoinformation agent, in each case respectively, recommended by Parent (and reasonably acceptable to the Company) on terms acceptable to Parent, and delivery of any Officer’s Certificates and Opinions of Counsel (as such terms are defined in the Indenture) required under the Indenture). The Debt Tender Offer shall be conditioned on the occurrence of the Closing, and, without modifying the applicable obligations of the parties under this Section 6.17, the parties shall use reasonable best efforts to cause the Notes to be accepted for purchase and the supplemental indenture to the Indenture to become effective on the Closing Date (including by making public announcements extending the expiration date of the Debt Tender Offer as requested by Parent and by the Company otherwise complying with the time periods required by Rule 14e-l under the Exchange Act). Unless otherwise agreed by Parent, concurrent with the Effective Time, and in accordance with the terms of the Debt Tender Offer, the Company shall accept for purchase and purchase the Notes (including any premium thereon and any consent payments applicable thereto) properly tendered and not properly withdrawn in the Debt Tender Offer. Parent shall promptly, upon request by pay directly to the Company, reimburse dealer manager and the Company for information agent all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Company or any of its Subsidiaries in connection with compensation owed to them under their respective agreements relating to the Debt Tender Offer and shall indemnify and hold harmless the CompanyOffer, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs and expenses suffered whether or incurred by any of them of any type in connection with the Debt Tender Offer (except to the extent such losses, damages, claims, costs and expenses result from the willful misconduct of the Company, any of its Subsidiaries or their respective Representatives), and the foregoing obligations shall survive termination of this Agreement. Notwithstanding anything to the contrary in this Section 6.17, the Company shall not be obligated to consummate the Debt Tender Offer unless the Merger has occurred or is occurring concurrently with the consummation of the Debt Tender Offer and sufficient funds are available from the Definitive Financing or from Parent to pay all consideration for the purchase of the Notesconsummated.

Debt Tender Offer. (a) As soon In the event and at such time as reasonably practicable after the receipt by the Company of a written request requested by Parent (and a reasonable period of time in advance of provided that Parent shall coordinate with the anticipated Closing Date, as reasonably determined by ParentCompany regarding such timing), the Company shall promptly commence (or, at Parent’s choice, assist Parent or its Affiliates in a third party commencement of) (i) an commence a cash tender offer to purchase and/or (ii) a consent solicitation with respect to all of the Company's outstanding aggregate principal amount of 11% Senior Subordinated Notes due 2012 (the "11% Notes") and the Company’s then 's outstanding 11.58% Senior Secured Subordinated Notes due 2014 (the “"8% Notes”", and together with the 11% Notes, the "Senior Subordinated Notes"), or either the 11% Notes or 8% Notes, as requested by Parent, and (ii) solicit the consent of the holders of the Senior Subordinated Notes (or the 8% Notes or 11% Notes, as requested by Parent), regarding the amendments (the "Indenture Amendments") described on Schedule 5.13 hereto to the covenants contained in the indentures to which the Senior Subordinated Notes (or the 8% Notes or 11% Notes, as applicable) are subject. Any such offer to purchase and consent solicitation (the "Debt Offer") shall be made on such terms and conditions as are described on Schedule 5.13 and such other terms and conditions agreed to by Parent; provided, that, in any event, the parties agree that the terms and conditions of the Debt Offer shall provide that the closing thereof shall be contingent upon the closing of the Merger. The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as may be reasonably requested by Parent (including amendments Parent, and the Company shall not, without Parent's prior consent, waive any condition to the Debt Offer described on Schedule 5.13, or make any changes to the terms and provisions conditions of the Indenture as reasonably requested by Parent) (including the related consent solicitationDebt Offer. The Company covenants and agrees that, collectively, the “Debt Tender Offer”) (and in any event so as to accommodate Parent’s financing with respect subject to the Merger terms and the other transactions provided for herein) and Parent shall assist the Company in connection therewith. Promptly following the expiration date (as such date may be extended from time to time) conditions of the consent solicitationthis Agreement, assuming the requisite consents are received, the Company shall execute, and shall use reasonable best efforts to cause the Trustee (as defined below) to execute, a supplemental indenture including but not limited to the Indenture, dated June 3, 2009 (the “Indenture”), by terms and between the Company, the Subsidiary Guarantors party thereto (collectively, the “Issuers”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), effectuating the amendments for which consents were obtained pursuant conditions to the Debt Tender Offer, which supplemental indenture shall become effective immediately upon it will accept for payment, and pay for, the later of Senior Subordinated Notes (ior the 8% Notes or 11% Notes, as applicable) acceptance for purchase of Notes properly tendered and not properly withdrawn effect the Indenture Amendments, in the Debt Tender Offer each case contemporaneously with, and (ii) contingent upon, the Effective Time. The Company shall provide, enter into a customary dealer manager agreement and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection a customary information agent agreement with the Debt Tender Offer (including engagement of a dealer manager and a depository agent with respect theretoinformation agent, in each case respectively, recommended by Parent (and reasonably acceptable to the Company) on terms acceptable to Parent, and delivery of any Officer’s Certificates and Opinions of Counsel (as such terms are defined in the Indenture) required under the Indenture). The Debt Tender Offer shall be conditioned on the occurrence of the Closing, and, without modifying the applicable obligations of the parties under this Section 6.17, the parties shall use reasonable best efforts to cause the Notes to be accepted for purchase and the supplemental indenture to the Indenture to become effective on the Closing Date (including by making public announcements extending the expiration date of the Debt Tender Offer as requested by Parent and by the Company otherwise complying with the time periods required by Rule 14e-l under the Exchange Act). Unless otherwise agreed by Parent, concurrent with the Effective Time, and in accordance with the terms of the Debt Tender Offer, the Company shall accept for purchase and purchase the Notes (including any premium thereon and any consent payments applicable thereto) properly tendered and not properly withdrawn in the Debt Tender Offer. Parent shall promptly, upon request by pay directly to the Company, reimburse dealer manager and the Company for information agent all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Company or any of its Subsidiaries in connection with compensation owed to them under their respective agreements relating to the Debt Tender Offer and shall indemnify and hold harmless the CompanyOffer, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs and expenses suffered whether or incurred by any of them of any type in connection with the Debt Tender Offer (except to the extent such losses, damages, claims, costs and expenses result from the willful misconduct of the Company, any of its Subsidiaries or their respective Representatives), and the foregoing obligations shall survive termination of this Agreement. Notwithstanding anything to the contrary in this Section 6.17, the Company shall not be obligated to consummate the Debt Tender Offer unless the Merger has occurred or is occurring concurrently with the consummation of the Debt Tender Offer and sufficient funds are available from the Definitive Financing or from Parent to pay all consideration for the purchase of the Notesconsummated.