0001193125-06-005023 Sample Contracts

FIRST AMENDMENT AND WAIVER
First Amendment and Waiver • January 11th, 2006 • DynCorp International LLC • Services-business services, nec • New York

This First Amendment and Waiver (this “Amendment”) is entered into as of January 9, 2006, by and among DYNCORP INTERNATIONAL LLC (successor by merger to DI FINANCE SUB LLC), a Delaware limited liability company (“Company”), DYNCORP INTERNATIONAL INC. (formerly known as DI ACQUISITION CORP.), a Delaware corporation (“Holdings”), and CERTAIN SUBSIDIARIES OF COMPANY (together with Holdings, the “Guarantors”), as guarantors, the lenders party hereto, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as administrative agent (together with its permitted successors in such capacity, “Administrative Agent”), and BANK OF AMERICA, N.A., as issuing bank (together with its permitted successors in such capacity, “Issuing Bank”).

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