S-4/A

As filed with the Securities and Exchange Commission on January 8, 2009

Registration No. 333-156317

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DYNCORP INTERNATIONAL LLC

(Exact name of registrant as specified in Its Charter)

Delaware	7389	52-2287126
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Bankruptcy Code Number)	(I.R.S. Employer Identification Number)

Co-Registrants
See Next Page
c/o DynCorp
International LLC
3190 Fairview Park Drive
Suite 700
Falls Church, Virginia 22042
(571) 722-0210
(Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices) Curtis L. Schehr
General Counsel
3190 Fairview Park Drive
Suite 700
Falls Church, Virginia 22042
(571) 722-0210
(Name, Address, Including Zip Code,
and Telephone Number, Including
Area Code, of Agent For Service)

Copies to:

Michael R. Littenberg, Esq.
Benjamin M. Polk, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
Ph: (212) 756-2000
Fax: (212) 593-5955

Approximate Date of Commencement of Proposed Offer to the Public:   As soon as practicable after this registration statement becomes effective.

If the securities being registered are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering:  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Co-Registrants

	State or Other	Primary Standard	I.R.S.
	Jurisdiction of	Industrial	Employer
	Incorporation or	Classification Code	Identification
Exact Name of Co-Registrant as Specified in Its Charter	Organization	Number	Number
DIV Capital Corporation (Co-Issuer)	Delaware	6719	72-1591534
DTS Aviation Services LLC (Guarantor)	Nevada	4581	43-2053132
DynCorp Aerospace Operations LLC (Guarantor)	Delaware	4581	54-1696542
DynCorp International Services LLC (Guarantor)	Virginia	7389	54-1108455
Dyn Marine Services LLC (Guarantor)	California	8744	62-1221029
Dyn Marine Services of Virginia LLC (Guarantor)	Virginia	8744	54-1741786
Global Linguist Solutions LLC (Guarantor)	Delaware	7389	20-5268575
Services International LLC (Guarantor)	Delaware	7389	41-2030325
Worldwide Humanitarian Services LLC (Guarantor)	Delaware	7389	52-2314506
Worldwide Recruiting and Staffing Services LLC (Guarantor)	Delaware	8741	68-0606520

EXPLANATORY NOTE

This Amendment No. 1 is filed solely to provide a revised Exhibit 5.1 and Exhibit 99.1 to the Registration Statement. No other changes have been made.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21.   Exhibits and Financial Statement Schedules.

Exhibit
Number			Description
	3	.1	Certificate of Formation of DynCorp International LLC	(A)
	3	.2	Amended and Restated Operating Agreement of DynCorp International LLC	(A)
	3	.3	Certificate of Incorporation of DIV Capital Corporation	(A)
	3	.4	Bylaws of DIV Capital Corporation	(A)
	3	.5	Certificate of Formation of DTS Aviation Services LLC	(A)
	3	.6	Limited Liability Company Operating Agreement of DTS Aviation Services LLC	(A)
	3	.7	Certificate of Formation of DynCorp Aerospace Operations LLC	(A)
	3	.8	Limited Liability Company Agreement of DynCorp Aerospace Operations LLC	(A)
	3	.9	Articles of Organization of DynCorp International Services LLC	(A)
	3	.10	Limited Liability Company Agreement of DynCorp International Services LLC	(A)
	3	.11	Articles of Organization — Conversion of Dyn Marine Services LLC	(A)
	3	.12	Limited Liability Company Agreement of Dyn Marine Services LLC	(A)
	3	.13	Articles of Organization Dyn Marine Services of Virginia LLC	(A)
	3	.14	Limited Liability Company Agreement of Dyn Marine Services of Virginia LLC	(A)
	3	.15	Certificate of Formation of Services International LLC	(A)
	3	.16	Limited Liability Company Agreement of Services International LLC	(A)
	3	.17	Certificate of Formation of Worldwide Humanitarian Services LLC	(A)
	3	.18	Amended and Restated Limited Liability Company Agreement of Worldwide Humanitarian Services LLC	(A)
	3	.19	Certificate of Formation of Worldwide Recruiting and Staffing Services LLC	(F)
	3	.20	Second Amended and Restated Limited Liability Company Agreement of Worldwide Recruiting and Staffing Services LLC	(F)
	3	.21	Certificate of Formation of Global Linguist Solutions LLC	(N)
	3	.22	Amended and Restated Operating Agreement for Global Linguist Solutions LLC	(N)
	4	.1	Indenture dated February 11, 2005 by and among DynCorp International Inc., DIV Capital Corporation, the Guarantors and The Bank of New York, as trustee	(A)
	4	.2	Supplemental Indenture dated May 6, 2005 among DynCorp International of Nigeria LLC, DynCorp International LLC, DIV Capital Corporation, the Guarantors and The Bank of New York, as Trustee	(A)
	4	.3	Supplemental Indenture dated July 14, 2008 among DynCorp International LLC, DIV Capital Corporation, the Guarantors and The Bank of New York Mellon, as trustee	(M)
	4	.4	Guarantee (included in Exhibit 4.1)
	4	.5	Form of 9.500% Senior Subordinated Notes due 2013 (included in Exhibit 4.1)	(A)
	5	.1*	Opinion of Schulte Roth & Zabel LLP
	10	.1	Purchase Agreement, dated as of December 12, 2004, by and among Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition	(A)
	10	.2	First Amendment to Purchase Agreement, dated as of February 11, 2005, by and between Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition	(A)

II-1

Exhibit
Number			Description
	10	.3	Settlement and Amendment Agreement, dated October 27, 2005, by and among Computer Sciences Corporation, DynCorp, CSC Applied Technology, LLC, The Veritas Capital Fund II, L.P., DynCorp International Inc., and DynCorp International LLC	(B)
	10	.4+	Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Michael J. Thorne	(C)
	10	.5+	Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Natale S. DiGesualdo	(C)
	10	.6+	Employment Agreement effective as of May 19, 2008 between DynCorp International LLC and William L. Ballhaus	(G)
	10	.7+	Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Robert B. Rosenkranz	(F)
	10	.8+	Employment Agreement effective as of July 17, 2006 between DynCorp International LLC and Herbert J. Lanese	(D)
	10	.9	Consulting Agreement effective as of September 1, 2006 between DynCorp International LLC and General Anthony C. Zinni	(H)
	10	.10+	The DynCorp International LLC Executive Incentive Plan	(E)
	10	.11+	Employment Agreement effective as of October 24, 2006, between DynCorp International LLC and Curtis L. Schehr	(I)
	10	.12+	Employment Agreement effective as of June 23, 2008 between DynCorp International LLC and Anthony C. Zinni	(N)
	10	.13	DynCorp International Inc. 2007 Omnibus Incentive Plan	(J)
	10	.14	Credit Agreement, dated July 28, 2008 by and among DynCorp International Inc. and DynCorp International LLC, as borrower, the lenders referred to therein, and Wachovia Bank National Association	(L)
	10	.15	Collateral Agreement dated as of July 28, 2008 by and among DynCorp International Inc. and DynCorp International LLC, as borrower, and certain of their respective subsidiaries as guarantors in favor of Wachovia Bank, National Association, as administrative agent	(L)
	10	.16	Guarantee Agreement dated as of July 28, 2008 by DynCorp International Inc, as guarantor, in favor of Wachovia Bank, National Association, as administrative agent	(L)
	10	.17	Subsidiary Guaranty Agreement dated as of July 28, 2008 by and among certain domestic subsidiaries of DynCorp International Inc., as subsidiary guarantors, in favor of Wachovia Bank, National Association, as administrative agent	(L)
	10	.18	Purchase Agreement, dated July 14, 2008, among DynCorp International LLC, DIV Capital Corporation, the guarantors named therein and Wachovia Capital Markets, LLC and Goldman & Sachs & Co., as representative of the several purchasers named therein	(K)
	12	.1	Statement re: computation of ratios	(N)
	21	.1	List of subsidiaries of DynCorp International LLC	(N)
	23	.1	Consent of Deloitte & Touche LLP	(N)
	23	.2*	Consent of Schulte Roth & Zabel LLP (incorporated by reference in Exhibit 5.1)
	23	.3	Consent of Value Incorporated	(N)
	24	.1	Power of Attorney (included on Signature Page of initial filing)
	25	.1	Statement of Eligibility and Qualification on Form T-1 of The Bank of New York Mellon, as Trustee	(N)
	99	.1*	Form of Letter of Transmittal
	99	.2	Form of Notice of Guaranteed Delivery for Outstanding 9.500% Senior Subordinated Notes due 2013, Series A, in exchange for 9.500% Senior Subordinated Notes due 2013, Series B	(N)

II-2

*		Filed herewith.
+		Management contracts or compensatory plans or arrangements.
(A)	—	Previously filed as an exhibit to Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005.
(B)	—	Previously filed as an exhibit to Amendment No. 2 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on October 28, 2005.
(C)	—	Previously filed as an exhibit to Form 8-K filed with the SEC on April 17, 2006.
(D)	—	Previously filed as an exhibit to DynCorp International Inc.’s Form 8-K filed with the SEC on July 19, 2006.
(E)	—	Previously filed as an exhibit to DynCorp International Inc.’s Form 8-K filed with the SEC on February 27, 2007.
(F)	—	Previously filed as an exhibit to DynCorp International Inc.’s Form 10-K filed with the SEC on June 20, 2007.
(G)	—	Previously filed as an exhibit to DynCorp International Inc.’s Form 8-K filed with the SEC on May 13, 2008.
(H)	—	Previously filed as an exhibit to DynCorp International Inc.’s Form 8-K filed with the SEC on September 18, 2006.
(I)	—	Previously filed as an exhibit to Form 10-K filed with the SEC on June 10, 2008.
(J)	—	Previously filed as an exhibit to DynCorp International Inc.’s Form 10-K filed with the SEC on June 10, 2008.
(K)	—	Previously filed as an exhibit to Form 8-K filed with the SEC on July 17, 2008.
(L)	—	Previously filed as an exhibit to Form 8-K filed with the SEC on August 1, 2008.
(M)	—	Previously filed as an exhibit to Form 10-Q filed with the SEC on August 12, 2008.
(N)	—	Previously filed as an exhibit to the Registration Statement on Form S-4 (Reg. No. 333-156317) filed with the SEC on December 19, 2008.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, DynCorp International LLC has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on the 8^th day of January, 2009.

Dyncorp International LLC

By: /s/  William L. Ballhaus

Name:     William L. Ballhaus

Title: Chief Executive Officer

 (principal executive officer)

Date: January 8, 2009

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature		Title	Date
/s/  William L. Ballhaus William L. Ballhaus		Chief Executive Officer (principal executive officer)	January 8, 2009
/s/  Michael J. Thorne Michael J. Thorne		Senior Vice President and Chief Financial Officer (principal financial and accounting officer)	January 8, 2009
* Robert B. McKeon		Sole Manager	January 8, 2009
*By:	/s/  Curtis L. Schehr Curtis L. Schehr Attorney-in-fact

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, DIV Capital Corporation has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on the 8^th day of January, 2009.

DIV Capital Corporation

By: /s/  William L. Ballhaus

Name:     William L. Ballhaus

Title:  President and Chief Executive Officer

(principal executive officer)

Date: January 8, 2009

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature		Title	Date
/s/  William L. Ballhaus William L. Ballhaus		President and Chief Executive Officer (principal executive officer)	January 8, 2009
/s/  Michael J. Thorne Michael J. Thorne		Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)	January 8, 2009
* Robert B. McKeon		Sole Director	January 8, 2009
*By:	/s/  Curtis L. Schehr Curtis L. Schehr Attorney-in-fact

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Worth, State of Texas, on the 8^th day of January, 2009.

DTS Aviation Services LLC
DynCorp AeroSpace Operations LLC

By: /s/  Natale S. DiGesualdo

Name:     Natale S. DiGesualdo

Title:  President

(principal executive officer)

Date: January 8, 2009

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  Natale S. DiGesualdo Natale S. DiGesualdo	President (principal executive officer)	January 8, 2009
/s/  Michael J. Thorne Michael J. Thorne	Senior Vice President, and Chief Financial Officer (principal financial and accounting officer)	January 8, 2009

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on the 8^th day of January, 2009.

DynCorp International Services LLC

Dyn Marine Services LLC

Dyn Marine Services of Virginia LLC
Services International LLC

Worldwide Humanitarian Services LLC

By:  /s/  Robert B. Rosenkranz

Name:     Robert B. Rosenkranz

Title:  President

(principal executive officer)

Date: January 8, 2009

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  Robert B. Rosenkranz Robert B. Rosenkranz	President (principal executive officer)	January 8, 2009
/s/  Robert A. Krause Robert A. Krause	Vice President and Treasurer (principal financial and accounting officer)	January 8, 2009

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on the 8^th day of January, 2009.

Worldwide Recruiting and Staffing Services LLC

By:  /s/  William L. Ballhaus

Name:     William L. Ballhaus

Title:  President

(principal executive officer)

Date: January 8, 2009

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  William L. Ballhaus William L. Ballhaus	President (principal executive officer)	January 8, 2009
/s/  Michael J. Thorne Michael J. Thorne	Senior Vice President, and Chief Financial Officer (principal financial and accounting officer)	January 8, 2009

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on the 8^th day of January, 2009.

Global Linguist Solutions LLC

By:  /s/  James A. Marks

Name:     James A. Marks

Title:  President

(principal executive officer)

Date: January 8, 2009

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature		Title	Date
/s/  James A. Marks James A. Marks		President (principal executive officer)	January 8, 2009
/s/  Michael J. Thorne Michael J. Thorne		Treasurer (principal financial and accounting officer)	January 8, 2009
* Barry R. McCaffrey		Manager	January 8, 2009
* Robert B. Rosenkranz		Manager	January 8, 2009
* Peter J. Schoomaker		Manager	January 8, 2009
* Anthony C. Zinni		Manager	January 8, 2009
*By:	/s/  Curtis L. Schehr Curtis L. Schehr Attorney-in-fact

II-9

EXHIBIT INDEX

Exhibit
Number			Description
	3	.1	Certificate of Formation of DynCorp International LLC	(A)
	3	.2	Amended and Restated Operating Agreement of DynCorp International LLC	(A)
	3	.3	Certificate of Incorporation of DIV Capital Corporation	(A)
	3	.4	Bylaws of DIV Capital Corporation	(A)
	3	.5	Certificate of Formation of DTS Aviation Services LLC	(A)
	3	.6	Limited Liability Company Operating Agreement of DTS Aviation Services LLC	(A)
	3	.7	Certificate of Formation of DynCorp Aerospace Operations LLC	(A)
	3	.8	Limited Liability Company Agreement of DynCorp Aerospace Operations LLC	(A)
	3	.9	Articles of Organization of DynCorp International Services LLC	(A)
	3	.10	Limited Liability Company Agreement of DynCorp International Services LLC	(A)
	3	.11	Articles of Organization — Conversion of Dyn Marine Services LLC	(A)
	3	.12	Limited Liability Company Agreement of Dyn Marine Services LLC	(A)
	3	.13	Articles of Organization Dyn Marine Services of Virginia LLC	(A)
	3	.14	Limited Liability Company Agreement of Dyn Marine Services of Virginia LLC	(A)
	3	.15	Certificate of Formation of Services International LLC	(A)
	3	.16	Limited Liability Company Agreement of Services International LLC	(A)
	3	.17	Certificate of Formation of Worldwide Humanitarian Services LLC	(A)
	3	.18	Amended and Restated Limited Liability Company Agreement of Worldwide Humanitarian Services LLC	(A)
	3	.19	Certificate of Formation of Worldwide Recruiting and Staffing Services LLC	(F)
	3	.20	Second Amended and Restated Limited Liability Company Agreement of Worldwide Recruiting and Staffing Services LLC	(F)
	3	.21	Certificate of Formation of Global Linguist Solutions LLC	(N)
	3	.22	Amended and Restated Operating Agreement for Global Linguist Solutions LLC	(N)
	4	.1	Indenture dated February 11, 2005 by and among DynCorp International Inc., DIV Capital Corporation, the Guarantors and The Bank of New York, as trustee	(A)
	4	.2	Supplemental Indenture dated May 6, 2005 among DynCorp International of Nigeria LLC, DynCorp International LLC, DIV Capital Corporation, the Guarantors and The Bank of New York, as Trustee	(A)
	4	.3	Supplemental Indenture dated July 14, 2008 among DynCorp International LLC, DIV Capital Corporation, the Guarantors and The Bank of New York Mellon, as trustee	(M)
	4	.4	Guarantee (included in Exhibit 4.1)	(A)
	4	.5	Form of 9.500% Senior Subordinated Notes due 2013 (included in Exhibit 4.1)	(A)
	5	.1*	Opinion of Schulte Roth & Zabel LLP
	10	.1	Purchase Agreement, dated as of December 12, 2004, by and among Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition	(A)
	10	.2	First Amendment to Purchase Agreement, dated as of February 11, 2005, by and between Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition	(A)
	10	.3	Settlement and Amendment Agreement, dated October 27, 2005, by and among Computer Sciences Corporation, DynCorp, CSC Applied Technology, LLC, The Veritas Capital Fund II, L.P., DynCorp International Inc., and DynCorp International LLC	(B)
	10	.4+	Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Michael J. Thorne	(C)
	10	.5+	Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Natale S. DiGesualdo	(C)
	10	.6+	Employment Agreement effective as of May 19, 2008 between DynCorp International LLC and William L. Ballhaus	(G)

Exhibit
Number			Description
	10	.7+	Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Robert B. Rosenkranz	(F)
	10	.8+	Employment Agreement effective as of July 17, 2006 between DynCorp International LLC and Herbert J. Lanese	(D)
	10	.9	Consulting Agreement effective as of September 1, 2006 between DynCorp International LLC and General Anthony C. Zinni	(H)
	10	.10+	The DynCorp International LLC Executive Incentive Plan	(E)
	10	.11+	Employment Agreement effective as of October 24, 2006, between DynCorp International LLC and Curtis L. Schehr	(I)
	10	.12+	Employment Agreement effective as of June 23, 2008 between DynCorp International LLC and Anthony C. Zinni	(N)
	10	.13	DynCorp International Inc. 2007 Omnibus Incentive Plan	(J)
	10	.14	Credit Agreement, dated July 28, 2008 by and among DynCorp International Inc. and DynCorp International LLC, as borrower, the lenders referred to therein, and Wachovia Bank National Association	(L)
	10	.15	Collateral Agreement dated as of July 28, 2008 by and among DynCorp International Inc. and DynCorp International LLC, as borrower, and certain of their respective subsidiaries as guarantors in favor of Wachovia Bank, National Association, as administrative agent.	(L)
	10	.16	Guarantee Agreement dated as of July 28, 2008 by DynCorp International Inc, as guarantor, in favor of Wachovia Bank, National Association, as administrative agent.	(L)
	10	.17	Subsidiary Guaranty Agreement dated as of July 28, 2008 by and among certain domestic subsidiaries of DynCorp International Inc., as subsidiary guarantors, in favor of Wachovia Bank, National Association, as administrative agent	(L)
	10	.18	Purchase Agreement, dated July 14, 2008, among DynCorp International LLC, DIV Capital Corporation, the Guarantors named therein and Wachovia Capital Markets, LLC and Goldman & Sachs & Co., as representative of the several purchasers named therein	(K)
	12	.1	Statement re: computation of ratios	(N)
	21	.1	List of subsidiaries of DynCorp International LLC	(N)
	23	.1	Consent of Deloitte & Touche LLP	(N)
	23	.2*	Consent of Schulte Roth & Zabel LLP (incorporated by reference in Exhibit 5.1)
	23	.3	Consent of Value Incorporated	(N)
	24	.1	Power of Attorney (included on Signature Page of initial filing)
	25	.1	Statement of Eligibility and Qualification on Form T-1 of The Bank of New York Mellon, as Trustee	(N)
	99	.1*	Form of Letter of Transmittal
	99	.2	Form of Notice of Guaranteed Delivery for Outstanding 9.500% Senior Subordinated Notes due 2013, Series A, in exchange for 9.500% Senior Subordinated Notes due 2012, Series B	(N)

*		Filed herewith.
+		Management contracts or compensatory plans or arrangements.
(A)	—	Previously filed as an exhibit to Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005.
(B)	—	Previously filed as an exhibit to Amendment No. 2 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on October 28, 2005.
(C)	—	Previously filed as an exhibit to Form 8-K filed with the SEC on April 17, 2006.
(D)	—	Previously filed as an exhibit to DynCorp International Inc.’s Form 8-K filed with the SEC on July 19, 2006.
(E)	—	Previously filed as an exhibit to DynCorp International Inc.’s Form 8-K filed with the SEC on February 27, 2007.
(F)	—	Previously filed as an exhibit to DynCorp International Inc.’s Form 10-K filed with the SEC on June 20, 2007.
(G)	—	Previously filed as an exhibit to DynCorp International Inc.’s Form 8-K filed with the SEC on May 13, 2008.
(H)	—	Previously filed as an exhibit to DynCorp International Inc.’s Form 8-K filed with the SEC on September 18, 2006.
(I)	—	Previously filed as an exhibit to Form 10-K filed with the SEC on June 10, 2008.
(J)	—	Previously filed as an exhibit to DynCorp International Inc.’s Form 10-K filed with the SEC on June 10, 2008.
(K)	—	Previously filed as an exhibit to Form 8-K filed with the SEC on July 17, 2008.
(L)	—	Previously filed as an exhibit to Form 8-K filed with the SEC on August 1, 2008.
(M)	—	Previously filed as an exhibit to Form 10-Q filed with the SEC on August 12, 2008.
(N)	—	Previously filed as an exhibit to the Registration Statement on Form S-4 (Reg. No. 333-156317) filed with the SEC on December 19, 2008.

EX-5.1

Exhibit 5.1

919 Third Avenue
New York, NY 10022
212.756.2000
212.593.5955 fax

www.srz.com

Writer’s Direct Number Writer’s E-mail Address

January 6, 2009

DynCorp International LLC
DIV Capital Corporation
and the guarantors listed below
3190 Freeport Park Drive, Suite 700
Falls Church, VA 22042

Ladies and Gentlemen:

     We have acted as special counsel for each of (i) DynCorp International LLC, a Delaware limited liability company, and DIV Capital Corporation, a Delaware corporation (collectively, the “Issuers”), and (ii) DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, Dyn Marine Services LLC, Dyn Marine Services of Virginia LLC, Global Linguist Solutions LLC, Services International LLC, Worldwide Humanitarian Services LLC and Worldwide Recruiting and Staffing Services LLC (collectively, the “Guarantors”), in connection with the preparation and filing of a Registration Statement on Form S-4 (the “Registration Statement”), relating to $125,090,000 in aggregate principal amount of the Issuers’ 9.50% Senior Subordinated Notes due 2013 (the “New Notes”) and the guarantees of the New Notes (the “New Guarantees”) by the Guarantors. The New Notes and the New Guarantees are to be offered by the Issuers and the Guarantors, respectively, in exchange for $125,090,000 in aggregate principal amount of the Issuers’ outstanding 9.50% Senior Subordinated Notes due 2013 and the outstanding guarantees of such notes by the Guarantors.

     This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Act”).

     In connection with this opinion, we have examined originals or copies certified or otherwise identified to our satisfaction of each of (i) the Registration Statement and (ii) the Indenture, dated as of February 11, 2005, among the Issuers, the guarantors party thereto, and the Bank of New York, as Trustee, as amended by Supplemental Indentures dated May 6, 2005 and July 14, 2008 (collectively, the “Indenture”). We have also examined originals or copies certified or otherwise identified to our satisfaction of such records of the Issuers and the Guarantors and such other agreements, certificates and documents of public officials, officers

DynCorp International LLC
DIV Capital Corporation
January 6, 2009
Page 2

and other representatives of the Issuers and the Guarantors and others as we have deemed necessary as a basis for our opinion set forth below.

     We have relied, without independent investigation, as to factual matters on the representations and warranties contained in the Indenture and on certifications of public officials and of officers and other representatives of the Issuers and the Guarantors.

     We have assumed (i) the legal capacity of all natural persons executing the Indenture and such other agreements, certificates or documents, (ii) the genuineness of all signatures thereon, (iii) the authority of all persons signing the Indenture and such other agreements, certificates and documents on behalf of the parties thereto, other than officers and other representatives of the Issuers and the Guarantors, (iv) the authenticity of all documents submitted to us as originals and (v) the conformity to the original of all copies, telecopies, photostatic or conformed copies and the authenticity of the originals of such latter documents. As to any facts material to this opinion that were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuers and/or the Guarantors.

     In rendering the opinions set forth below, we have also assumed that, with respect to each party other than an Issuer or a Guarantor: (i) each of the Indenture and the New Guarantees has been duly authorized, executed and delivered by such party; and (ii) the Indenture constitutes a legal, valid and binding agreement of such party, enforceable against such party in accordance with its terms.

     Based on the foregoing and such other investigations as we have deemed necessary and subject to the qualifications included in this letter, we are of the opinion that:

     1. Upon the issuance of the New Notes in the manner referred to in the Registration Statement and in accordance with the terms and conditions of and the procedures set forth in the Indenture, the New Notes will constitute legal, valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except to the extent that the enforceability thereof may be limited by: (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (b) general principles of equity, including, without limitation, principles of reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).

     2. Upon the issuance of the New Guarantees in the manner referred to in the Registration Statement and in accordance with the terms and conditions of and the procedures set forth in the Indenture, the New Guarantees will constitute legal, valid and binding obligations of each of the Guarantors, enforceable against such Guarantors in accordance with their terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy,

DynCorp International LLC
DIV Capital Corporation
January 6, 2009
Page 3

insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity, including, without limitation, principles of reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).

     We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the prospectus included therein. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Schulte Roth & Zabel LLP

EX-99.1

EXHIBIT 99.1

LETTER OF TRANSMITTAL

Dyncorp International LLC
DIV Capital Corporation

Offer to Exchange Their
9.50% Senior Subordinated Notes Due 2013
Series B (The “New Notes”)
For All Of Their Outstanding
9.50% Senior Subordinated Notes Due 2013
Series A (The “Old Notes”)

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON          , 2009, UNLESS EXTENDED BY THE ISSUERS (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Delivery To:

THE BANK OF NEW YORK, EXCHANGE AGENT

By Mail:	By Hand or Overnight Delivery Service:
The Bank of New York Mellon Corporate Trust Operations Reorganization Unit 101 Barclay Street — 7 East New York, N.Y. 10286 Attn: Ms. Diane Amoroso	The Bank of New York Mellon Corporate Trust Operations Reorganization Unit 101 Barclay Street — 7 East New York, N.Y. 10286 Attn: Ms. Diane Amoroso

By Facsimile Transmission:	(Telephone Confirmation)
(212) 298-1915	(212) 815-2742

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

The Issuers reserve the right, at any time or from time to time, to extend the Exchange Offer at their sole discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Issuers shall notify the holders of the Old Notes of any extension by means of a press release or other public announcement prior to 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date.

This Letter of Transmittal is to be completed by a holder of Old Notes either if certificates are to be forwarded herewith or if a tender of certificates for Old Notes, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at the Depository Trust Company (the “Book-Entry Transfer Facility”)

pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer-Book-Entry Transfer.” Holders of Old Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Old Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer-Guaranteed Delivery Procedures.” See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of Old Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES
		2
		Aggregate
Name(s) and Address(es)	1	Principal Amount	3
of Registered Holder(s)	Certificate	of Old	Principal Amount
(Please fill in, if blank)	Number(s)*	Note(s)	Tendered**
	Total
* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered all of the Old Notes represented by the Old Notes indicated in column 2. See Instruction 2. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

START HERE

o	CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DEPOSITORY TRUST COMPANY AND COMPLETE THE FOLLOWING:
	Name of Tendering Institution:­ ­
	Account Number:­ ­
	Transaction Code Number:­ ­
o	CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
	Name(s) of Registered Holder(s):­ ­
	Window Ticket Number (if any):­ ­

2

	Date of Execution of Notice of Guaranteed Delivery:­ ­
	Name of Institution which guaranteed delivery:­ ­
If delivered by book-entry transfer, complete the following:
	Account Number:­ ­
	Transaction Code Number:­ ­
o	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO AND COMPLETE THE FOLLOWING:
	Name:­ ­
	Address:­ ­

3

Ladies and Gentlemen:

The undersigned hereby tenders to DynCorp International LLC and DIV Capital Corporation (the “Issuers”), the aggregate principal amount of Old Notes indicated in this Letter of Transmittal, upon the terms and subject to the conditions set forth in the Issuers’ Prospectus dated          ,      (the “Prospectus”), receipt of which is hereby acknowledged, and in this Letter of Transmittal, which together constitute the Issuers’ offer (the “Exchange Offer”) to exchange $1,000 principal amount of their 9.50% Senior Subordinated Notes Due 2013 Series B (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for each $1,000 principal amount of their issued and outstanding 9.50% Senior Subordinated Notes Due 2013, Series A, of which $125,000,000 aggregate principal amount was issued on July 28, 2008 and outstanding on the date of the Prospectus and $90,000 aggregate principal amount was issued on February 11, 2005 and outstanding on the date of the Prospectus (the “Old Notes” and, together with the New Notes, the “Notes”). Capitalized terms which are not defined herein are used herein as defined in the Prospectus.

Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuers, all right, title and interest in and to such Old Notes as are being tendered hereby and hereby irrevocably constitutes and appoints the Exchange Agent the attorney-in-fact of the undersigned with respect to such Old Notes, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to:

(a) deliver such Old Notes in registered certificated form, or transfer ownership of such Old Notes through book-entry transfer at the Book-Entry Transfer Facility, to or upon the order of the Issuers, upon receipt by the Exchange Agent, as the undersigned’s agent, of the same aggregate principal amount of New Notes; and

(b) receive, for the account of the Issuers, all benefits and otherwise exercise, for the account of the Issuers, all rights of beneficial ownership of the Old Notes tendered hereby in accordance with the terms of the Exchange Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Issuers will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the same are accepted by the Issuers.

The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “Exchange Offer — Conditions.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuers) as more particularly set forth in the Prospectus, the Issuers may not be required to exchange any of the Old Notes tendered hereby and, in such event, the Old Notes not exchanged will be returned to the undersigned.

By tendering, each holder of the Old Notes who wishes to exchange Old Notes for New Notes in the Exchange Offer represents and acknowledges, for the holder and for each beneficial owner of such Old Notes, whether or not the beneficial owner is the holder, that: (i) the New Notes to be acquired by the holder and each beneficial owner, if any, are being acquired in the ordinary course of business; (ii) neither the holder nor any beneficial owner is an affiliate, as defined in Rule 405 of the Securities Act, of the Issuers or any of the Issuers’ subsidiaries; (iii) any person participating in the Exchange Offer with the intention or purpose of distributing New Notes received in exchange for Old Notes, including a broker-dealer that acquired Old Notes directly from the Issuers, but not as a result of market-making activities or other trading activities, will comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale of the New Notes acquired by such person; (iv) if the holder is not a broker-dealer, the holder and each beneficial owner, if any, are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in any distribution of the New Notes received in exchange for Old Notes; and (v) if the holder is a broker-dealer that will receive New Notes for the holder’s own account in exchange for Old Notes, the Old Notes to be so exchanged were acquired by the holder as a result of market-making or other trading activities and the holder will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes received in the Exchange Offer. However, by so representing and acknowledging and by delivering a prospectus, the holder will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

4

The Issuers have agreed that, subject to the provisions of the Registration Rights Agreement, the Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer (as defined below) in connection with resales of New Notes received in exchange for Old Notes, where such Old Notes were acquired by such Participating Broker-Dealer for its own account as a result of market-making activities or other trading activities, for a period that will terminate when all registrable securities covered by the registration statement have been sold pursuant thereto (the “Effective Date”) (subject to extension under certain limited circumstances described in the Prospectus). In that regard, each broker-dealer who acquired Old Notes for its own account as a result of market-making or other trading activities (a “Participating Broker-Dealer”), by tendering such Old Notes and executing this Letter of Transmittal or effecting delivery of an Agent’s message in lieu thereof, agrees that, upon receipt of notice from the Issuers of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which cause the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other event specified in the Registration Rights Agreement, such Participating Broker-Dealer will suspend the sale of New Notes pursuant to the Prospectus until the Issuers have amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the Participating Broker-Dealer or the Issuers have given notice that the sale of the New Notes may be resumed, as the case may be.

As a result, a Participating Broker-Dealer who intends to use the Prospectus in connection with resales of New Notes received in exchange for Old Notes pursuant to the Exchange Offer must notify the Issuers, or cause the Issuers to be notified, on or prior to the Expiration Date, that it is a Participating Broker-Dealer. Such notice may be given in the space provided above or may be delivered to the Exchange Agent at the address set forth in the Prospectus under “The Exchange Offer — Exchange Agent.”

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuers to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders.”

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please deliver the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETION.

5

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)

To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) below on this Letter of Transmittal, or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue: New Notes and/or Old Notes to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Address:

(Zip Code)

Taxpayer Identification Number

(Social Security Number or Employer

Identification Number)

o  Credit unexchanged Old Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below:

(Book-Entry Transfer Facility

Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)

To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) below on this Letter of Transmittal or to such person or persons at an address other than shown above in the box entitled “Description of Old Notes” on this Letter of Transmittal.

Mail: New Notes and/or Old Notes to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Address:

(Zip Code)

6

THIS PAGE MUST BE COMPLETED BY ALL TENDERING HOLDERS
(Complete Accompanying Substitute Form W-9 attached at the end of this Letter of Transmittal)

PLEASE SIGN HERE

Signature(s) of Owner(s)

Date ­ ­, 2009

Area Code and Telephone Number:

If a holder is tendering any Old Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or on a securities position listing or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):

(Please Type or Print)

Capacity:

Address:

(Including Zip Code)

SIGNATURE GUARANTEE

(If required by Instruction 3)

Signature(s) Guaranteed by an Eligible Institution:

(Authorized Signature)

(Title)

(Name and Firm)

Dated: ­ ­, 2009

7

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.  DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES; GUARANTEED DELIVERY PROCEDURES.

This Letter of Transmittal is to be completed by holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the Prospectus under the caption “The Exchange Offer — Book-Entry Transfer.” Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof.

Holders of Old Notes whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) on or prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Issuers (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Old Notes, the certificate number or numbers of such Old Notes and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three business days after the Expiration Date the Letter of Transmittal, or facsimile thereof, together with the certificate(s) representing the Old Notes to be tendered in proper form for transfer and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Institution with the Exchange Agent and (iii) the certificates for all physically tendered Old Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, together with a properly completed and duly executed Letter of Transmittal and all other documents required by this Letter of Transmittal, are received by the Exchange Agent within three business days after the Expiration Date.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE. DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY OLD NOTES TO THE ISSUERS.

See the section entitled “The Exchange Offer” of the Prospectus for more information.

2.  PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF OLD NOTES WHO TENDER BY BOOK-ENTRY TRANSFER); WITHDRAWAL RIGHTS.

Tenders of Old Notes will be accepted only in the principal amount of $1,000 and integral multiples thereof. If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Old Notes to be tendered in the column labeled “Principal Amount Tendered” in the box above entitled “Description of Old Notes.” A reissued certificate representing the balance of nontendered Old Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written, or facsimile transmission

8

of such notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, the aggregate principal amount of Old Notes to be withdrawn and (if certificates for such Old Notes have been tendered) the name of the registered holder of the Old Notes as set forth on the certificate for the Old Notes, if different from that of the person who tendered such Old Notes. If certificates for the Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such certificates for the Old Notes, the tendering holder must submit the serial numbers shown on the particular certificates for the Old Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Old Notes tendered for the account of an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under the caption “The Exchange Offer — Book-Entry Transfer,” the notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawal of Old Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written or facsimile transmission. Withdrawals of tenders of Old Notes may not be rescinded. Old Notes properly withdrawn will not be deemed to have been validly tendered for purposes of the Exchange Offer, and no New Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly retendered. Properly withdrawn Old Notes may be retendered at any subsequent time on or prior to the Expiration Date by following the procedures described in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering.”

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Issuers, in their sole discretion, whose determination shall be final and binding on all parties. Neither the Issuers, any employees, agents, affiliates or assigns of the Issuers, the Exchange Agent nor any other person shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Any Old Notes which have been tendered but which are withdrawn will be returned to the holder thereof without cost to such holder as promptly as practicable after withdrawal.

3.  SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

If this Letter of Transmittal is signed by the registered holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on a securities position listing without any change whatsoever.

If any tendered Old Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal.

If any tendered Old Notes are registered in different names on several certificates or securities positions listings, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations.

When this Letter of Transmittal is signed by the registered holder or holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such documents must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s), and the signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuers, proper evidence satisfactory to the Issuers of their authority to so act must be submitted.

9

ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (EACH AN “ELIGIBLE INSTITUTION”).

SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE OLD NOTES ARE TENDERED: (i) BY A REGISTERED HOLDER OF OLD NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDERS OF SUCH OLD NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED “SPECIAL ISSUANCE INSTRUCTIONS” OR “SPECIAL DELIVERY INSTRUCTIONS” IN THIS LETTER OR (ii) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

4.  SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

Tendering holders of Old Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. A holder of Old Notes tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal or credited to the account maintained by such person at the Book-Entry Transfer Facility, as the case may be.

5.  SUBSTITUTE FORM W-9.

The holder tendering Old Notes in exchange for New Notes is required to provide the Exchange Agent with a correct taxpayer identification number (“TIN”) on Substitute Form W-9, which is provided below. FAILURE TO PROVIDE THE CORRECT INFORMATION ON THE FORM OR AN ADEQUATE BASIS FOR AN EXEMPTION MAY SUBJECT THE HOLDER TO A $50 OR $500 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE. WILLFULLY FALSIFYING CERTIFICATIONS OR AFFIRMATIONS MAY RESULT IN CRIMINAL PENALTIES. IN ADDITION, BACKUP WITHHOLDING AT THE RATE OF 28% MAY BE IMPOSED UPON ANY PAYMENTS OF PRINCIPAL OF, AND INTEREST ON, AND THE PROCEEDS OF DISPOSITION OF, A NEW NOTE. IF WITHHOLDING RESULTS IN AN OVERPAYMENT OF TAXES, A REFUND MAY BE OBTAINED. Write “Applied For” in the space for the TIN if the holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future. If the Exchange Agent is not provided with a TIN within 60 days, the Exchange Agent, if appropriate, will withhold 28% of any payments of principal of and interest on, and the proceeds of disposition of, a New Note until a TIN is provided to the Exchange Agent.

Exempt holders are not subject to backup withholding. To prevent possible erroneous backup withholding, an exempt holder should enter its correct TIN in Part I of the Substitute Form W-9, check Part II of such form, and sign and date the form. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions. In order for a non-resident alien or foreign entity to qualify as an exempt recipient, such person must submit a completed Form W-8, Form W- 8BEN or other successor form, signed under penalties of perjury, attesting to the individual’s exempt status. Such forms can be obtained from the Exchange Agent.

The holder is required to give the Exchange Agent the TIN of the record owner of the Old Notes. If the Old Notes are in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for additional guidance on which TIN to report.

If you do not have a TIN, consult the W-9 Guidelines for instructions on applying for a TIN, write “Applied for” in the space for the TIN in Part I of the Substitute Form W-9, and sign and date both signature lines on the form. If you provide your TIN to the Exchange Agent within 60 days of the date the Exchange Agent receives such form,

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amounts withheld during such 60 day period will be refunded to you by the Exchange Agent. NOTE: WRITING “APPLIED FOR” ON THE FORM MEANS THAT YOU HAVE ALREADY APPLIED FOR A TIN OR THAT YOU INTEND TO APPLY FOR ONE IN THE NEAR FUTURE.

6.  TRANSFER TAXES.

The Issuers will pay all transfer taxes, if any, applicable to the transfer of Old Notes to them or their order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Issuers or their order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER OF TRANSMITTAL.

7.  DETERMINATION OF VALIDITY.

The Issuers will determine, in their sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding on all parties. The Issuers reserve the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for which, may, in the view of counsel to the Issuers, be unlawful. The Issuers also reserve the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under the caption “The Exchange Offer” or any conditions or irregularity in any tender of Old Notes of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders.

The Issuers’ interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Old Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Although the Issuers intend to notify holders of defects or irregularities with respect to tenders of Old Notes, neither the Issuers, any employees, agents, affiliates or assigns of the Issuers, the Exchange Agent, nor any other person shall be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

8.  NO CONDITIONAL TENDERS.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

9.  MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.

Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent, at the address and telephone number indicated above.

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Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9

Name.  If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole Proprietor.  Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.

Limited liability company (LLC).  Check the “Limited liability company” box only and enter the appropriate code for the tax classification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided.

For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line. For an LLC classified as a partnership or a corporation, enter the LLC’s name on the “Name” line and any business, trade, or DBA name on the “Business name” line.

Other Entities.  Enter your business name as shown on required Federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line.

Part I — Taxpayer Identification Number (“TIN”)

If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

Note:  See the chart below for further clarification of name and TIN combinations.

How To Get a TIN.  If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses/ and clicking on Employer Identification Numbers (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note.  Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Part II — For Payees Exempt From Backup Withholding

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. Enter your correct TIN in Part I, check Part II of this form, and sign and date the form.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

Part III — Certification

For a joint account, only the person whose TIN is shown in Part I should sign. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

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What Name and Number To Give the Exchange Agent

		Give name
For this type of account:		and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or disregarded entity owned by an individual	The owner(3)

		Give name
For this type of account:		and SSN of:
6.	Disregarded entity not owned by an individual	The owner
7.	A valid trust, estate, or pension trust	Legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8882	The corporation
9.	Association, club, religious charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note:   If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

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SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part I: PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number OR Employer Identification Number
	Part II: For Payees exempt from backup withholding, see the enclosed Guidelines of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed under “Important Tax Information” above.
Payer’s Request for Taxpayer Identification Number (TIN)	Part III: Awaiting TIN  o
Certification. Under penalty of perjury, I certify that:
(1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding.
Certification Instructions. You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreported interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.)   Signature:­ ­  Date:­ ­, 2009

AWAITING TAXPAYER IDENTIFICATION NUMBER CERTIFICATE

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days, 28% of any payments of the principal of and interest on, and the proceeds of disposition of, the New Notes made to me thereafter will be withheld until I provide a taxpayer identification number.

Signature: ­ ­  Date:­ ­, 2009

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