DYNCORP INTERNATIONAL INC., as Issuer and the Guarantors named herein 10.375 % Senior Notes due 2017 INDENTURE Dated as of July 7, 2010 WILMINGTON TRUST FSB, as TrusteeIndenture • April 27th, 2011 • Phoenix Consulting Group, LLC • Services-business services, nec • New York
INDENTURE dated as of July 7, 2010 among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Company”), the Guarantors and WILMINGTON TRUST FSB, a federal savings bank, as trustee (in such capacity, the “Trustee”).
CREDIT AGREEMENT Dated as of July 7, 2010 among DYNCORP INTERNATIONAL INC., as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, BANK OF AMERICA, N.A., as Administrative and Collateral Agent, BANK OF AMERICA, N.A., as L/C Issuer and Swing...Credit Agreement • April 27th, 2011 • Phoenix Consulting Group, LLC • Services-business services, nec • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 7, 2010, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Borrower”), Delta Tucker Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender. and Citigroup Global Markets Inc., Syndication Agent and Barclays Bank PLC and Deutsche Bank Securities Inc. as Co-Documentation Agents.
SECURITY AGREEMENT dated as of July 7, 2010 among THE GRANTORS IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Collateral AgentSecurity Agreement • April 27th, 2011 • Phoenix Consulting Group, LLC • Services-business services, nec • New York
SECURITY AGREEMENT dated as of July 7, 2010, by and among the Grantors (as defined below) and Bank of America, N.A., as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”).
LIMITED LIABILITY COMPANY AGREEMENT OF DYNCORP INTERNATIONAL SERVICES LLCLimited Liability Company Agreement • April 27th, 2011 • Phoenix Consulting Group, LLC • Services-business services, nec • Virginia
This Limited Liability Company Agreement (this “Agreement”) of DYNCORP INTERNATIONAL SERVICES LLC, made as of this 28 day of February, 2005, is entered into by DYNCORP INTERNATIONAL LLC (the “Member”).
MASTER CONSULTING AND ADVISORY SERVICES AGREEMENTMaster Consulting and Advisory Services Agreement • April 27th, 2011 • Phoenix Consulting Group, LLC • Services-business services, nec • New York
THIS MASTER CONSULTING AND ADVISORY SERVICES AGREEMENT (the “Agreement”) is made and entered into effective as of this 7th day of July, 2010 (the “Effective Date”), by and between CERBERUS OPERATIONS AND ADVISORY COMPANY LLC, a Delaware limited liability company with offices at 299 Park Avenue, New York, New York 10171 (“COAC”), and DYNCORP INTERNATIONAL INC., a Delaware corporation, with offices at 3190 Fairview Park Drive, Suite 700, Falls Church, VA 22042, on behalf of itself and any of its wholly owned subsidiaries which may sign an Engagement Letter as hereinafter defined (“DynCorp”). For purposes of this Agreement, COAC and DynCorp each may be referred to individually as a “Party” and together, as the “Parties”.
SEPARATION AGREEMENTSeparation Agreement • April 27th, 2011 • Phoenix Consulting Group, LLC • Services-business services, nec • New York
This Agreement (“Agreement”), dated August 9, 2010, is entered into by and between DynCorp International LLC (“the Company” or “DI”) and Michael Thorne.
DYNCORP INTERNATIONAL INC. 10.375% Senior Notes due 2017 REGISTRATION RIGHTS AGREEMENTRights Agreement • April 27th, 2011 • Phoenix Consulting Group, LLC • Services-business services, nec • New York
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
AMENDMENT NO. 1 TO COVENANTS AND POST-EMPLOYMENT OBLIGATIONS AGREEMENT, DATED MARCH 25, 2009Obligations Agreement • April 27th, 2011 • Phoenix Consulting Group, LLC • Services-business services, nec
This Amendment No. 1 (“Amendment”) is hereby entered into effective as of November 22, 2010 between DynCorp International LLC, a Delaware limited liability company (“Company”) and Steven T. Schorer (“Employee”) and hereby amends the Covenants and Post-Employment Obligations Agreement, dated March 25, 2009 (“Agreement”).
AMENDMENT NO. 1 TO COVENANTS AND POST-EMPLOYMENT OBLIGATIONS AGREEMENT, DATED MARCH 25, 2009Obligations Agreement • April 27th, 2011 • Phoenix Consulting Group, LLC • Services-business services, nec
This Amendment No. 1 (“Amendment”) is hereby entered into effective as of March 9, 2011 between DynCorp International LLC, a Delaware limited liability company (“Company”) and Gregory S. Nixon (“Employee”) and hereby amends the Covenants and Post-Employment Obligations Agreement, dated August 5, 2009 (“Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2011 • Phoenix Consulting Group, LLC • Services-business services, nec • New York
EMPLOYMENT AGREEMENT (“Agreement”) dated as of December 22, 2010 by and between DynCorp International (the “Company”) and Steve Gaffney (the “Executive”) (each a “Party” and together, the “Parties”).
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • April 27th, 2011 • Phoenix Consulting Group, LLC • Services-business services, nec • New York
THIS TRANSITION AGREEMENT AND RELEASE (this “Agreement”), made and entered into as of this 18th day of August, 2010 (the “Effective Date”), by and between DynCorp International LLC, a Delaware limited liability company (the “Company”), DynCorp International Inc., a Delaware corporation (“Parent,” and together with the Company, “DynCorp”), DefCo Holdings, Inc., a Delaware corporation (“DefCo”), and William L. Ballhaus (“Executive,” and together with DynCorp, the “Parties”).
RELEASE AGREEMENTRelease Agreement • April 27th, 2011 • Phoenix Consulting Group, LLC • Services-business services, nec • Virginia
This Release Agreement (“Agreement”), dated January 28, 2011, is entered into by and between DynCorp International LLC (“the Company” or “DI”) and Robert B. Rosenkranz.
ContractContract • April 27th, 2011 • Phoenix Consulting Group, LLC • Services-business services, nec
