Exhibit 99.2
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF REORGANIZATION
This First Amendment (the "Amendment") is to the Agreement and Plan of
Reorganization, dated as of July 9, 2001, 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 "Merger Agreement"). Following further discussions between the parties
after execution of the Merger Agreement, the parties determined it to be in the
best interests of all such parties to make certain changes to the Merger
Agreement agreed to by the parties, and the parties hereby agree as follows:
Section 1
In Section 5.2 (e) of the Merger Agreement, the forms of Amended and
Restated Certificate of Incorporation of Newco Parent and Amended and Restated
Bylaws of Newco Parent which are as set forth in Annex D to the Merger Agreement
shall be replaced in their entirety with and substituted for by the forms of
Amended and Restated Certificate of Incorporation of Newco Parent and Amended
and Restated Bylaws of Newco Parent which are as set forth in Annex D to this
Amendment.
Section 2
2.1 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.
2.2 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.
2.3 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.
2.4 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.
2.5 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.
2.6 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
