DYNCORP INTERNATIONAL INC.
LOCK-UP AGREEMENT
August 4, 2009
XXXXXXX, XXXXX & CO.
CREDIT SUISSE SECURITIES (USA) LLC
As representatives of the Several Underwriters
named in Schedule A hereto,
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000
Re: DYNCORP INTERNATIONAL INC. - LOCK-UP AGREEMENT
Ladies and Gentlemen:
The undersigned understands that you, as representatives (the
"REPRESENTATIVES"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named in Schedule I to such agreement (collectively,
the "UNDERWRITERS"), with DynCorp International Inc., a Delaware corporation
(the "COMPANY"), and the undersigned, a Delaware limited liability company (the
"SELLING STOCKHOLDER") providing for a public offering of Class A common stock,
par value $.01 per share, of the Company (the "SECURITIES") pursuant to a
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission (the "SEC").
In consideration of the agreement by the Underwriters to offer and
sell the Securities, and of other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the undersigned agrees that,
except as contemplated in the final prospectus used to sell the Securities,
during the period beginning from the date hereof and continuing to and including
the date 90 days after the date of the final prospectus covering the public
offering of the Securities (the "LOCK-UP PERIOD"), the undersigned will not
offer, sell, contract to sell, pledge, grant any option to purchase, make any
short sale or otherwise dispose of any shares of Class A common stock of the
Company, or any options or warrants to purchase any shares of Class A common
stock of the Company, or any securities convertible into, exchangeable for or
that represent the right to receive shares of Class A common stock of the
Company, whether now owned or hereinafter acquired, owned directly by the
undersigned (including holding as a custodian) or with respect to which the
undersigned has beneficial ownership within the rules and regulations of the SEC
(collectively the "UNDERSIGNED'S SECURITIES"); PROVIDED, HOWEVER, that if (i)
during the last 17 days of the initial Lock-Up Period, the Company releases
earnings results or announces material news or a material event or (ii) prior to
the expiration of the initial Lock-Up Period, the Company announces that it will
release earnings results during the 15-day period following the last day of the
initial Lock-Up Period, then in each case the Lock-Up Period will be
automatically extended until the expiration of the 18-day period beginning on
the date of release of the earnings results or the announcement of the material
news or material event, as applicable, unless such extension is waived in
writing by the Representatives.
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or which reasonably could be expected to lead to or result in a sale or
disposition of the Undersigned's Securities even if such Securities would be
disposed of by someone other than the undersigned. Such prohibited hedging or
other transactions would include without limitation any short sale or any
purchase, sale or grant of any right (including without limitation any put or
call option) with respect to any of the Undersigned's Securities or with respect
to any security that includes, relates to, or derives any significant part of
its value from such Securities.
Notwithstanding the foregoing, the undersigned may (a) transfer the
Undersigned's Securities (i) as a BONA FIDE gift or gifts, provided that the
donee or donees thereof agree to be bound in writing by the restrictions set
forth herein, (ii) to any trust for the direct or indirect benefit of the
undersigned, provided that the trustee of the trust agrees to be bound in
writing by the restrictions set forth herein, and provided further that any such
transfer shall not involve a disposition for value, or (iii) with the prior
written consent of the Representatives on behalf of the Underwriters, provided
that in the case of the foregoing clauses (i) and (ii), no filing by any party
(donor, donee, transferor, transferee, trust or trustee) under the Securities
Exchange Act of 1934, as amended, shall be required or shall be voluntarily made
in connection with such transfer (other than a filing on a Form 5 made after the
expiration of the Lock-Up Period); (b) enter into and establish a Rule 10b5-1 or
similar plan, and the selling stockholder or the Company may publicly announce
the entry into and establishment thereof, provided that in no event shall any
sale of any shares of Securities pursuant to the terms thereof occur prior to
the expiration of the Lock-Up Period; or (c) offer or sell Securities or
securities convertible into or exchangeable or exercisable for any shares of
Securities in connection with any acquisition of the Company by another business
or entity in which all of the stockholders of the Company's Class A common stock
are entitled to participate. In addition, notwithstanding the foregoing, the
undersigned may transfer the capital stock of the Company or securities
convertible into or exchangeable or exercisable for any Securities to any
wholly-owned subsidiary; PROVIDED, HOWEVER, that in any such case, it shall be a
condition to the transfer that the transferee execute an agreement stating that
the transferee is receiving and holding such capital stock subject to the
provisions of this Lock-Up Agreement and there shall be no further transfer of
such capital stock except in accordance with this Lock-Up Agreement, and
PROVIDED, FURTHER that any such transfer shall not involve a disposition for
value. The undersigned now has, and, except as contemplated by clauses (a)
through (c) above, for the duration of this Lock-Up Agreement will have, good
and marketable title to the Undersigned's Securities, free and clear of all
liens, encumbrances, and claims whatsoever. The undersigned also agrees and
consents to the entry of stop transfer instructions with the Company's transfer
agent and registrar against the transfer of the Undersigned's Securities except
in compliance with the foregoing restrictions. Notwithstanding the foregoing, in
the event that (i) the offering is not consummated on or before September 15,
2009 or (ii) the Company withdraws the Registration Statement relating to the
Securities, this Lock-Up Agreement shall terminate and its provisions shall be
of no further force and effect.
[REMAINDER OF THIS PAGE LEFT BLANK]
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.
Very truly yours,
DIV Holding LLC
By: The Veritas Capital Fund II, L.P., its manager
By: /s/ Xxxxxx X. XxXxxx
------------------------
Name: Xxxxxx X. XxXxxx
Title: Chairman
