Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PzF/SFVI2nQEuyQQd8Kh8XgcfgbxbWKIKfyUkAyrEFWjHx3GuRnfMj6v3D2t4J/Z UB4VjDgECHXXwJEPzjykVw== 0001193125-06-111121.txt : 20060515 0001193125-06-111121.hdr.sgml : 20060515 20060512194034 ACCESSION NUMBER: 0001193125-06-111121 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060515 DATE AS OF CHANGE: 20060512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DynCorp International Inc CENTRAL INDEX KEY: 0001338916 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 010824791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0405 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81804 FILM NUMBER: 06836726 BUSINESS ADDRESS: STREET 1: 8445 FREEPORT PARKWAY SUITE 400 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 212-756-2000 MAIL ADDRESS: STREET 1: 8445 FREEPORT PARKWAY SUITE 400 CITY: IRVING STATE: TX ZIP: 75063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCKEON ROBERT B CENTRAL INDEX KEY: 0001070853 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 2126880020 MAIL ADDRESS: STREET 1: C/O VERITAS CAPITAL MANAGEMENT STREET 2: 660 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

OMB APPROVAL

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB Number: 3235-0145

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SCHEDULE 13D

Under the Securities Exchange Act of 1934*

DYNCORP INTERNATIONAL INC.

(Name of Issuer)

Class A common stock, $0.01 par value

(Title of Class of Securities)

26817C 101

(CUSIP Number)

Robert B. McKeon

Veritas Capital Management II, L.L.C

590 Madison Avenue

41st Floor

New York, NY 10021

Telephone: (212) 688-0020

with a copy to:

Benjamin M. Polk, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 9, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1746 (3-06)

SCHEDULE 13D

CUSIP No. 26817C 101


1.	Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only) Robert B. McKeon
2.	Check the Appropriate Box if a Member of a Group (a) Not (b) Applicable
3.	SEC Use Only
4.	Source of Funds* OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power *
		8. Shared Voting Power *
		9. Sole Dispositive Power *
		10. Shared Dispositive Power *


11.	Aggregate Amount Beneficially Owned by Each Person 32,000,000 (see Item 5)
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	¨
13.	Percent of Class Represented by Amount in Row (11) 56.1% (see Item 5)
14.	Type of Reporting Person* IN

* DIV Holding LLC, a Delaware limited liability company (“DIV Holding”), was the beneficial owner of approximately 500,000 shares of the Company immediately prior to the initial public offering of 25,000,0000 shares of Class A common stock (the “Class A common stock”), par value $0.01, by DynCorp International Inc., a Delaware corporation (the “Company”) on May 3, 2006 (the “Initial Public Offering”). Prior to the consummation of the Initial Public Offering, the Company filed Amended and Restated Certificate of Incorporation in order to complete a reclassification in which the Company created two classes of common stock, Class A common stock, offered and sold in the Initial Public Offering, and Class B common stock, par value $0.01 (the “Class B common stock”, together with the Class A common stock, the “Shares”) into which the shares of the Company’s existing common stock were exchanged on the basis that each issued and outstanding share of common stock was be reclassified as issued and outstanding shares of Class B common stock. This effected a 64 for 1 stock split, upon which DIV Holding became the beneficial owner of 32,000,000 shares of the Company’s Class B common stock, of the Company. Upon the earlier of the payment in full of a special Class B distribution tied to the exercise of the underwriters’ over-allotment option, or the expiration of underwriters’ over-allotment option, the Class B Common Stock will automatically convert, on a one-for-one basis into Class A common stock of the Company which is expected to be on or before June 15, 2006 (the “Automatic Conversion”). The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas L.P.”) owns 35.80% of the membership interests of DIV Holding and is the managing member of DIV Holding. The Veritas Capital Investments IIA, L.L.C., a Connecticut limited liability corporation (“Veritas Investments L.L.C.”), owns 44.68% of the membership interests of DIV Holding. Veritas Capital Management II, L.L.C., a Delaware limited liability company (“Veritas Capital Management”), is the sole general partner of Veritas L.P. Carlisle Ventures, Inc., through VCDI Holding LLC owns 13.13% of the membership interests in DIV Holding, and certain named executive officers, directors, and other employees of the Company own 6.39% of the membership interests. As per the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC, dated as of April 28, 2005 and filed as Exhibit 3.10 to Amendment No. 1 to the DynCorp International LLC Registration Statement on Form S-4 (File No. 333-127343), DIV Holding LLC is managed by Veritas Capital Management, which has the power to acquire, hold, sell, transfer, exchange, pledge and dispose of the shares of the Company. Mr. Robert B. McKeon, is the managing member of Veritas Capital Management and is the sole member and manager of Veritas Investments L.L.C. Thus, as of May 3, 2006, for the purposes of Reg. Section 240.13d-3, Robert B. McKeon is deemed to beneficially own 32,000,000 shares of Class B Common Stock, or 56.14% of the Shares issued and outstanding. Mr. McKeon disclaims this beneficial ownership, except to the extent of his pecuniary interest in Veritas Capital Management, Veritas Investments L.L.C. and DIV Holding.

Item 1.

Security and Issuer.

This statement relates to shares of the Class A common stock, par value $0.01, of the Company which will convert into Class A common stock. The Company’s principal executive offices are located at 8445 Freeport Parkway, Suite 400, Irving, Texas 75063.

Item 2.

Identity and Background

(a) The person filing this statement is Mr. Robert B. McKeon.

(b) The address of the principal business and principal office of Mr. Robert B. McKeon is 590 Madison Avenue, 41st Floor, New York, New York 10022.

(c) The principal occupation of Robert B. McKeon is to serve as President of Veritas Capital Management. Mr. McKeon is the managing member of Veritas Capital Management.

(d) Mr. Robert B. McKeon has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Mr. Robert B. McKeon has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f) Robert B. McKeon is a United States citizen.

Item 3.

Source and Amount of Funds or Other Consideration.

On December 12, 2004, the Veritas Capital Fund II, L.P., and its affiliates, (hereinafter “Veritas Capital”) and the Company, its subsidiary, (formerly known as DI Acquisition Corp.), entered into a purchase agreement with Computer Sciences Corporation and the Company whereby the Company agreed to acquire the Company’s operating company, DynCorp International LLC, a wholly owned subsidiary of the Company. The Company issued 500,000 shares of its common stock to DIV Holding LLC for an aggregate purchase price of $5,000.00. The acquisition was funded by a common equity investment in the Company of $86.0 million by Veritas Capital and $14.0 million by The Northwestern Mutual Life Insurance Company.

The purchase price for the acquisition was $937.0 million after giving effect to a net working capital adjustment in favor of Computer Sciences Corporation in the amount of $65.55 million and $6.1 million of accumulated dividends in connection with the preferred stock issued for satisfaction of the working capital adjustment. Of the $937.0 million purchase price, $775.0 million was paid in cash, $140.6 million was paid to Computer Sciences Corporation in the form of the Company’s preferred equity, $6.1 million represents accumulated dividends on the preferred stock issued in connection with the working capital adjustment and the remaining amounts were transaction expenses.

Item 4.

Purpose of Transaction.

The acquisition of the securities referred to herein is for investment purposes. Mr. McKeon is filing this Schedule 13D because DIV Holding LLC will hold more than 5% of the Class A common stock upon the Automatic Conversion.

Mr. McKeon has no present plans or intentions which relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Company.

The aggregate percentage of shares reported owned beneficially by Robert B. McKeon is based upon 57,000,000 Shares outstanding, which includes the Class B common stock reported as beneficially owned herein and the 25,000,000 share of Class A common stock issued in the Initial Public Offering, as reported in the Company’s Registration Statement on Form S-1, as originally filed with the Securities and Exchange Commission on September 28, 2005 (File No. 333-128637), as amended.

As of the close of business on May 9, 2006, the Robert B. McKeon beneficially owned in the aggregate 32,000,000 Class B common stock constituting approximately 56.14% of the issued and outstanding common stock of the Company. Robert B. McKeon the sole voting and dispositive power with respect to the 32,000,000 shares of Class B common stock, held by DIV Holding LLC, which constitute approximately 56.1% of the Shares of common stock outstanding, which will convert to 56.1% of the Class A common stock upon the Automatic Conversion.

Other than the transactions described in this Schedule 13D, during the sixty days prior to May 9, 2006, there were no transactions in Shares, or securities convertible into exercisable for or exchangeable for Shares, by Robert B. McKeon.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

DIV Holding, Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co., as representatives of the several underwriters (the “Representatives”), entered into a Lock-up Agreement on May 2, 2006 (the “Lock-up Agreement”). Pursuant to the Lock-up Agreement, DIV Holding has agreed that for a period of 180 days, beginning May 3, 2006, DIV Holding will not offer, sell, contract to sell pledge or otherwise dispose of directly or indirectly, any Shares of the Company. In addition, DIV Holding agreed that, without the prior written consent of the Representatives, DIV Holding will not make any demand for or exercise any right with respect to, the registration of any Shares as more particularly set forth and described in the Lock-up Agreement, attached hereto as Exhibit A.

DIV Holding and the Company entered into a Registration Rights Agreement, dated as of May 3, 2006 (the “Registration Rights Agreement”). Pursuant to that agreement, DIV Holding will be entitled to registration rights and it may require the Company to effect the registration of any shares of its Class A common stock held by DIV Holding on not more than five occasions upon demand. Under the terms of this agreement, the Company will be required to pay all registration expenses in connection with any demand registration. In addition, if the Company proposes to register additional shares of Class A common stock DIV Holding will be entitled to notice of the registration and is entitled to include its shares of common stock in that

registration with all registration expenses paid by the Company. Notwithstanding the foregoing, DIV Holding LLC has agreed that it will not exercise its registration rights until 180 days following the date of this prospectus without the prior consent of Credit Suisse Securities (USA) LLC attached hereto as Exhibit B.

The descriptions of the agreements set forth in this Schedule 13D are qualified in their entirety by reference to the complete agreements governing such matters, each of which are attached or incorporated by reference to this Schedule 13D as exhibits pursuant to Item 7 hereof.

Except as otherwise described herein, no contracts, arrangements, understandings, or similar relationships exist with respect to the securities of the Company between Robert B. McKeon and any person or entity.

Item 7.

Material to be Filed as Exhibits.

1. Exhibit A— Lock-up Agreement dated May 2, 2006 among the Company and DIV Holding LLC.

2. Exhibit B— Registration Rights Agreement dated May 3, 2006 among the Company and DIV Holding LLC.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 12, 2006

/s/ Robert B. McKeon

Robert B. McKeon, on behalf of Veritas Capital Management II, L.L.C., Veritas Capital Fund II, L.P. and Veritas Capital Investments IIA, L.L.C.

EXHIBIT INDEX

1	Exhibit A— Lock-up Agreement dated May 2, 2006 among DynCorp International Inc. and DIV Holding LLC.

2.	Exhibit B— Registration Rights Agreement dated May 3, 2006 among DynCorp International Inc. and DIV Holding LLC.

EX-99.(A) 2 dex99a.htm EXHIBIT A - LOCK-UP AGREEMENT DATED MAY 2, 2006 Exhibit A - Lock-up Agreement dated May 2, 2006

Exhibit A

May 2, 2006

DYNCORP INTERNATIONAL INC.

8445 Freeport Parkway, Suite 400

Irving, TX 75063

CREDIT SUISSE SECURITIES (USA) LLC

GOLDMAN, SACHS & CO.

AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Dear Sirs:

As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made that is intended to result in the establishment of a public market for the Class A common stock (the “Securities”) of DynCorp International Inc., and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), except as contemplated in the final prospectus used to sell the Securities, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. (together, the “Representatives”). In addition, the undersigned agrees that, without the prior written consent of the Representatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities.

The Lock-Up Period will commence on the date of this lock-up agreement (the “Lock-Up Agreement”) and continue and include the date 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless each of the Representatives waives, in writing, such extension.

The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will be delivered by the Representatives to the Company (in accordance with Section 10 of the Underwriting Agreement) and that any such notice properly delivered will be deemed to have given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to an including the 34^th day following the expiration of the Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.

Any Securities received upon exercise of options granted to the undersigned will also be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market or in the Company directed share program will not be subject to this Lock-Up Agreement. A transfer of Securities subject to this Lock-Up Agreement to a family member or trust may be made, provided the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement prior to such transfer and no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 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).

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement

This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Lock-Up Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before the earlier of (i) December 31, 2006 and (ii) such date on which the Company withdraws the Registration Statement on Form S-1 relating to the Securities. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York.


Very truly yours,

DIV HOLDING LLC

By:		/s/ Robert B. McKeon
		Name:
		Title:

EX-99.(B) 3 dex99b.htm EXHIBIT B - REGISTRATION RIGHTS AGREEMENT DATED MAY 3, 2006 Exhibit B - Registration Rights Agreement dated May 3, 2006

Exhibit B

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of May 3, 2006 (this “Agreement”), by and between DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Company”), and DIV HOLDING LLC (“Holding”).

W I T N E S S E T H:

WHEREAS, the Company and Holding desire to provide for the circumstances under which the Company will register securities of the Company on behalf of Holding.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the Company hereby covenants and agrees with Holding and with each subsequent holder of Restricted Stock (as such term is defined herein), as follows:

SECTION 1 Definitions. As used herein, the following terms shall have the following respective meanings:

“Affiliate” shall mean (i) in the case of an entity, any Person who or which, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, any specified Person or (ii) in the case of an individual, such individual's spouse, children, grandchildren or parents or a trust primarily for the benefit of any of the foregoing. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and under “common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Certificate of Incorporation” shall mean the Certificate of Incorporation of the Company, as amended and restated, in effect on the date hereof.

“Commission” shall mean the Securities and Exchange Commission, or any other Federal agency at the time administering the Securities Act.

“Registration Expenses” shall mean the expenses so described in Section 7 hereof.

“Restricted Stock” shall mean shares of Class A Common Stock of the Company, the certificates for which are required to bear the legend set forth in Section 2 hereof.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Selling Expenses” shall mean the expenses so described in Section 7 hereof.

SECTION 2 Restrictive Legend. Each certificate representing the Restricted Stock and, except as otherwise provided in Section 3 hereof, each certificate issued upon

exchange or transfer of any such securities shall be stamped or otherwise imprinted with a legend substantially in the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

SECTION 3 Notice of Proposed Transfer. Prior to any proposed transfer of any Restricted Stock (other than under the circumstances described in Section 4 or 5 hereof), the holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act, whereupon such holder shall be entitled to transfer such securities in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer by a holder of Restricted Stock (x) to an Affiliate of such holder or (y) in the case of a holder that is a partnership, to a partner or employee of such holder or a retired partner or retired employee of such holder who retires after the date hereof, or to the estate of any such partner, retired partner, employee or retired employee, or a transfer by gift, will or intestate succession from any holder of Restricted Stock to his or her spouse or members of his or her or his or her spouse's family or a trust for the benefit of any of the foregoing persons, in any such case set forth in clauses (x) and (y), only if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were an original holder of Restricted Stock hereunder. All Restricted Stock transferred as above provided shall bear the legend set forth in Section 2, except that such securities shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.

SECTION 4 Required Registration.

(a) At any time following the consummation of an initial public offering by the Company of its securities, Holding may, by written notice, request on not more than five occasions that the Company register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 360 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to this Section 4 or Section 5 hereof and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been so requested (and which requests shall total at least fifty percent of the shares of Restricted Stock originally purchased by Holding).

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(b) Promptly following receipt of any notice under this Section 4 the Company shall file and use its best efforts to have declared effective a registration statement under the Securities Act for the public sale, in accordance with the method of disposition specified in such notice from requesting holders, of the number of shares of Restricted Stock specified in such notice (and in any notices received from other holders of Restricted Stock within 20 days after the date of such notice from the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of a majority in interest of the selling holders of Restricted Stock, which approval shall not be unreasonably withheld. The number of shares of Restricted Stock to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein. The Company shall be obligated to register Restricted Stock pursuant to requests made by Holding under this Section 4 on two occasions only; provided, however, that as to such occasion such obligation shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto.

(c) The Company shall be entitled to include in any registration statement referred to in this Section 4 for which the method of distribution is an underwritten public offering, for sale in accordance with the method of disposition specified by Holding shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except with respect to registration statements on Form S-3 or Form S-8, or as otherwise provided in this paragraph 4(c), the Company will not file with the Commission any other registration statement with respect to its Class A Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

SECTION 5 Incidental Registration; Form S-3 Registration.

(a) If the Company at any time (other than pursuant to Section 4 hereof) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering Restricted Stock for sale to the public), each such time it will give written notice to all holders of Restricted Stock of its intention so to do. Upon the written request of any such holder, given within 20 days after the date of receipt of any such notice, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. The Company may withdraw any such registration statement before it becomes effective or postpone the offering of

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securities contemplated by such registration statement without any obligation to the holders of any Restricted Stock. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, any request by a holder pursuant to this Section 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (in accordance with Section 11 hereof) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if any shares are to be included in such underwriting for the account of any person other than the Company, the number of shares to be included by any such person shall be reduced first; and provided further, however, that the number of any such shares held by any person other than the holders of Restricted Stock hereunder shall be reduced before the number of any such shares held by the holders of Restricted Stock hereunder is reduced. Notwithstanding anything to the contrary contained in this Section 5, in the event that there is an underwritten offering of securities of the Company pursuant to a registration covering Restricted Stock and a selling holder of Restricted Stock does not elect to sell his, her or its Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall refrain from selling such Restricted Stock not registered pursuant to this Section 5 during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration commencing on the 120th day after the effective date of such registration statement.

(b) If, at a time when Form S-3 is available for such registration, the Company shall receive from Holding a written request or requests that the Company effect a registration on Form S-3 of any of such holder’s Restricted Stock, the Company will promptly give written notice of the proposed registration to all other holders of Restricted Stock and, as soon as practicable, effect such registration and all such related qualifications and compliances as may be requested and as would permit or facilitate the sale and distribution of all Restricted Stock as are specified in such request and any written requests of other holders given within 20 days after receipt of such notice. The Company shall not be required to file a registration statement under Form S-3 if it would not be required to file a registration statement under Section 4 hereof pursuant to Section 4(a)(iv). The Company shall have no obligation to effect a registration under this Section 5(b) unless either (i) all the outstanding shares of Restricted Stock are requested to be sold pursuant to such registration or (ii) the aggregate offering price of the securities requested to be sold pursuant to such registration is, in the good faith judgment of the Company, expected to be equal to or greater than $1,000,000. Any registration under this Section 5(b) will not be counted as a registration under Section 4 above.

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SECTION 6 Registration Procedures. If and whenever the Company is required by the provisions of Section 4 or 5 hereof to use its best efforts to effect the registration of any shares of Restricted Stock under the Securities Act, the Company will, as expeditiously as possible:

(a) prepare and file with the Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 4 hereof, shall be on Form S-l or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided);

(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph 6(a) above and as to comply with the provisions of the Securities Act with respect to the disposition of all Restricted Stock covered by such registration statement in accordance with the sellers' intended method of disposition set forth in such registration statement for such period;

(c) furnish to Holding and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Restricted Stock covered by such registration statement;

(d) use its best efforts to register or qualify the Restricted Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as Holding or, in the case of an underwritten public offering, the managing underwriter shall reasonably request;

(e) immediately notify Holding under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein not misleading in the light of the circumstances then existing;

(f) use its best efforts to furnish, at the request of Holding, on the date that Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to Holding, stating (A) that such registration statement has become effective under the Securities Act, (B) that, to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act and (C) that the registration statement and the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need not express any opinion as to financial statements contained therein), and to such other

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effects as may reasonably be requested by counsel for the underwriters or by Holding or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to Holding, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters or Holding may reasonably request; and

(g) make available for inspection by Holding, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by Holding or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Holding, underwriter, attorney, accountant or agent in connection with such registration statement.

For purposes of paragraphs 6(a) and (b) above and of Section 4(c) hereof, the period of distribution of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Restricted Stock covered thereby or nine months after the effective date thereof

In connection with each registration hereunder, the selling holders of Restricted Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as shall be necessary in order to assure compliance with Federal and applicable state securities laws.

In connection with each registration pursuant to Sections 4 and 5, hereof covering an underwritten public offering, the Company agrees to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company’s size and investment stature, provided that such agreement shall not contain any such provision applicable to the Company which is inconsistent with the provisions hereof and provided, further, that the time and place of the closing under said agreement shall be as mutually agreed upon between the Company and such managing underwriter.

SECTION 7 Expenses. All expenses incurred by the Company in complying with Sections 4 and 5 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars and costs of insurance and fees and expenses of counsel for Holding, but excluding any Selling Expenses, are herein called “Registration Expenses.” All

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underwriting discounts and selling commissions applicable to the sale of Restricted Stock are herein called “Selling Expenses.” The Company will pay all Registration Expenses in connection with each registration statement filed pursuant to Section 4 or Section 5 hereof. All Selling Expenses incurred in connection with any sale of Restricted Stock by Holding shall be borne by Holding, provided, however, if the Company withdraws any registration statement before it becomes effective with respect to which Holding shall have exercised incidental registration rights as contemplated by Section 5(a), the Company shall reimburse Holding for all Selling Expenses incurred in connection with such registration.

SECTION 8 Indemnification. In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Section 4 or 5 hereof, the Company will indemnify and hold harmless Holding and each underwriter of such Restricted Stock thereunder and each other person, if any, who controls Holding or underwriter within the meaning of the Securities Act, against any and all losses, claims, damages, expenses or liabilities, joint or several, to which Holding or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Section 4 or 5, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Holding, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by Holding such underwriter or such controlling person in writing specifically for use in such registration statement or prospectus.

In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Section 4 or 5, hereof, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages, expenses or liabilities, joint or several, to which the Company or such officer or director or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Section 4 or 5, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any

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such loss, claim, damage, liability or action, and provided, however, that Holding will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to Holding, as such, furnished in writing to the Company by Holding specifically for use in such registration statement or prospectus; provided, further, however, that the liability of Holding hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by Holding under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by Holding from the sale of Restricted Stock covered by such registration statement. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party under this Section 8. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 8 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.

Notwithstanding the foregoing, any indemnified party shall have the right to retain its own counsel in any such action, but the fees and disbursements of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party shall have failed to retain counsel for the indemnified person as aforesaid or (ii) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel. It is understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one separate firm qualified in such jurisdiction to act as counsel for the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. If the indemnification provided for in the first two paragraphs of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under such paragraphs in respect of any losses, claims, damages or liabilities or actions in respect thereof referred to therein, then each indemnifying party shall in lieu of indemnifying such indemnified

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party contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or actions in such proportion as appropriate to reflect the relative fault of the Company, on the one hand, and Holding, on the other, in connection with the statement or omissions which resulted in such losses, claims, damages, liabilities or actions, as well as any other relevant equitable considerations including the failure to give any notice under the third paragraph of this Section 8. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by Holding, on the other, and to the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and Holding agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or action in respect thereof, referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this and the immediately preceding paragraph, Holding shall not be required to contribute any amount in excess of the amount, if any, by which the total price at which the Class A Common Stock sold by it was offered to the public exceeds the amount of any damages which it would have otherwise been required to pay by reason of such untrue or alleged untrue statement of omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. The indemnification of underwriters provided for in this Section 8 shall be on such other terms and conditions as are at the time customary and reasonably required by such underwriters. In that event the indemnification of Holding in such underwriting shall at Holding’s request be modified to conform to such terms and conditions.

SECTION 9 Changes in Class A Common Stock. If, and as often as, there are any changes in the Class A Common Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization or by any other means, appropriate adjustment shall be made in the provisions hereof, as may be required, so that the rights and privileges granted hereby shall continue with respect to the Class A Common Stock as so changed.

SECTION 10 Representations and Warranties of the Company. The Company represents and warrants to Holding as follows (which representations and warranties shall survive the execution and delivery of this Agreement):

(a) The execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government the Certificate of Incorporation or By-laws of the Company, or any provision of any indenture, agreement or other instrument to which it or any of its properties or assets is bound, or conflict with, result in a

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breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.

(b) This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms.

SECTION 11 Priority on Registration. If the managing underwriter or underwriters advise the Company and the holders of the Restricted Stock to be registered in writing that in its or their opinion the number of shares of Restricted Stock proposed to be sold in any registration and any other securities of the Company requested or proposed to be included in such registration exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number of Restricted Stock to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such registration in any other respect, the Company will (x) include in such registration the aggregate number of Restricted Stock to be registered for each stockholder to be reduced firstly, against the other stockholders, secondly, against Holding; (in each case pro rata based on the amount of Restricted Stock of the stockholders in the applicable class requested to be included in such registration), and (y) not allow any securities other than Restricted Stock to be included in such registration unless all Restricted Stock request to be included shall have been included therein, and then only to the extent recommended by the managing underwriter or determined by the Company after consultation with an investment banker of national recognized standing (notification of which number shall be given by the Company to the holders of Restricted Stock).

SECTION 12 Rule 144 Reporting. The Company agrees as follows:

(a) The Company shall make and keep public information available as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after 90 days following the effective date of the first registration of the Company under the Securities Act of an offering of its securities to the general public.

(b) The Company shall file with the Commission in a timely manner all reports and other documents as the Commission may prescribe under Section 13(a) or 15(d) of the Exchange Act at any time after the Company has become subject to such reporting requirements of the Exchange Act.

(c) The Company shall furnish to Holding forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after 90 days following the effective date of the first registration statement of the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed as Holding may reasonably request to avail itself of any rule or regulation of the Commission allowing Holding to sell any such securities without registration.

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SECTION 13 Miscellaneous.

(a) The rights arising under Sections 4 and 5 shall terminate when (i) Holding is no longer an “affiliate” as used in Rule 144 and (ii) Holding is permitted to sell all Restricted Stock then held by them pursuant to Rule 144(k).

(b) All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. Without limiting the generality of the foregoing, the registration rights conferred herein on Holding shall inure to the benefit of any and all subsequent holders from time to time of its Restricted Stock for so long as the certificates representing the Restricted Stock shall be required to bear the legend specified in Section 2 hereof.

(c) All notices, requests and other communications to be given or otherwise made to any Stockholder or other party hereto shall be deemed to be sufficient if contained in a written instrument duly transmitted by telecopy or telex or duly sent by overnight courier service or first class registered or certified mail, postage prepaid, addressed to such party at the address set forth below or at such other address as may hereafter be designated in writing by the addressee to the address or listing all parties:

(a)

if to Holding:

DIV Holding L.L.C.

c/o The Veritas Capital Fund II, L.P.

660 Madison Avenue

New York, New York 10021

Facsimile No.: (212) 688-0020

Attention: Mr. Robert B. McKeon and

Arvind M. R. Krishnamurthy

with a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Facsimile: (212) 756-2072

Attention: Benjamin M. Polk, Esq.

(b)

if to the Company:

DynCorp International Inc.

8445 Freeport Parkway

Suite 400

Irving, Texas 75063

Facsimile No: (972) 929-2853

Attention: Michael J. Thorne

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with a copy to:

DynCorp International LLC

3190 Fairview Park Drive

Suite 350

Falls Church, Virginia 22042

Attention: R.Y. Morrel

Fax No.: (571) 722-0252

All notices hereunder shall be effective on the date of transmission if transmitted by telex or telecopy, on the first day after delivery to an overnight national courier service if sent by such service and on the date of receipt if sent by mail.

(d) This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(e) (i) EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND HEREBY EXPRESSLY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT THE SUCH COURTS ARE AN INCONVENIENT FORUM. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL. POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN SECTION 12(C) SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING.

(ii) THE COMPANY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, THE COMPANY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE COMPANY (X) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF HOLDING HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT HOLDING WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (Y) ACKNOWLEDGES THAT HOLDING HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

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(f) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except in writing signed by the Company and Holding.

(g) Holding may assign and transfer its rights and obligations hereunder, provided that any such assignee or transferee shall have assumed in writing all the obligations of Holding hereunder.

(h) Telefacsimile transmissions of any executed original document and/or retransmission of any executed telefacsimile transmission shall be deemed to be the same as the delivery of an executed original. At the request of any party hereto Holding shall confirm telefacsimile transmissions by executing duplicate original documents and delivering the same to the requesting party or parties. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


DYNCORP INTERNATIONAL INC.

By:	/s/ Stephen J. Cannon
	Name:	Stephen J. Cannon
	Title:	President and Chief Executive Officer

DIV HOLDING, L.L.C.

By: The Veritas Capital Fund II, L.P., as Manager

By:	/s/ Robert B. McKeon
	Name:	Robert B. McKeon, a Managing
		Member of Veritas Capital Management, L.L.C., General Partner

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