S-4/A

As filed with the Securities and Exchange Commission on September 27, 2005

Registration No. 333-127343

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 8445 Freeport Parkway Suite 400 Irving, Texas 75063 (817) 302-1460	Michael J. Thorne Chief Financial Officer 8445 Freeport Parkway Suite 400 Irving, Texas 75063 (972) 871-6723
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)	(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:  ¨

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:  ¨

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:  ¨

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

Exact Name of Co-Registrant as specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification 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
DynCorp International of Nigeria LLC (Guarantor)	Delaware	8741	68-0606520
Dyn Marine Services of Virginia LLC (Guarantor)	Virginia	8744	54-1741786
Services International LLC (Guarantor)	Delaware	7389	41-2030325
Worldwide Humanitarian Services LLC (Guarantor)	Delaware	7389	52-2314506

SUBJECT TO COMPLETION, DATED SEPTEMBER 27, 2005

PRELIMINARY PROSPECTUS

DYNCORP INTERNATIONAL LLC

DIV CAPITAL CORPORATION

$320,000,000

OFFER TO EXCHANGE

9.50% Senior Subordinated Notes due 2013, Series B

for any and all outstanding

9.50% Senior Subordinated Notes due 2013, Series A

of

DynCorp International LLC and DIV Capital Corporation

The exchange offer will expire at 12:00 midnight, New York City time,

on                      2005, which is 20 business days after the commencement of the exchange offer, unless extended.

The Issuers: •     DynCorp International LLC, or DynCorp International, and DIV Capital Corporation. DIV Capital Corporation is a wholly owned subsidiary of DynCorp International with nominal assets, which conducts no business or operations. DynCorp International and DIV Capital Corporation are collectively referred to in this prospectus as the “issuers.” The Offering: •     Offered securities: the securities offered by this prospectus are senior subordinated notes, which are being issued in exchange for senior subordinated notes sold by us in our private placement that we consummated on February 11, 2005. The New Notes are substantially identical to the Original Notes and are governed by the same indenture governing the Original Notes. Original Notes tendered in the exchange offer must be in denominations of principal amount of $1,000 and any integral multiple thereof. •     Expiration of offering: the exchange offer expires at 12:00 midnight, New York City time, on                     , 2005, which is 20 business days after the commencement of the exchange offer, unless extended. •     Each broker-dealer that receives New Notes pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes. If the broker-dealer acquired the Original Notes as a result of market making or other trading activities, such broker-dealer must use the prospectus for the exchange offer, as supplemented or amended, in connection with resales of the New Notes. •     Broker-dealers who acquired the Original Notes directly from the issuers from registration must, in the absence of an exemption, comply with the registration and prospectus delivery requirements of the Securities Act of 1933, or the Securities Act, in connection with secondary resales and cannot rely on the position of the Securities and Exchange Commission or SEC staff enunciated in the Exxon Capital Holding Corp. no-action letter (available May 13, 1988). The New Notes: •     Maturity: February 15, 2013. •     Interest payment dates: semiannually on each February 15 and August 15, beginning on August 15, 2005. •     Redemption: we can redeem the New Notes on or after February 15, 2009, except we may redeem up to 35% of the New Notes prior to February 15, 2008 with the net cash proceeds of one or more public equity offerings. We are required to redeem the New Notes under some circumstances involving a change of control and asset sales. •     Ranking: the New Notes will be our general unsecured obligations, will be subordinated to our existing and future senior debt and will rank equally with our future senior subordinated debt. The guarantees of the New Notes will be general unsecured obligations of each guarantor and will be structurally subordinated to all of the existing and future senior debt of our guarantor subsidiaries and will rank equally with any of our senior subordinated debt. The New Notes will be structurally subordinated to all obligations of DynCorp International’s subsidiaries, which will not guarantee the New Notes. As of July 1, 2005, we had $664.1 million of indebtedness, including the New Notes and excluding interest accrued thereon, of which $344.1 million was secured. On the same date, we had approximately $69.9 million of availability under our senior secured credit facility (which gives effect to $5.1 million of outstanding letters of credit which reduced our availability by that amount). As of July 1, 2005, approximately $344.1 million of our indebtedness would have ranked senior to, or pari passu with, the New Notes, excluding $5.1 million of outstanding letters of credit. •     Neither an exchange of an original note for a New Note nor the filing of a registration statement with respect to the resale of the New Notes should be a taxable event to you, and you should not recognize any taxable gain or loss or any interest income as a result of such exchange or such filing.

See “ Risk Factors,” beginning on page 14, for a discussion of some factors that should be considered by holders in connection with a decision to tender Original Notes in the exchange offer.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed on the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2005.

TABLE OF CONTENTS

	Page
Information About the Transaction	i
Market Share, Estimated Contract Value, Ranking and Other Data	i
Forward-Looking Statements	ii
Trademarks and Trade Names	ii
Prospectus Summary	1
Summary Terms of New Notes	8
Risk Factors	14
The 2005 Acquisition	27
Use of Proceeds	30
Capitalization	31
Pro Forma Financial Information	32
Selected Historical Consolidated Financial Data	36
Management's Discussion and Analysis of Financial Condition and Results of Operations	39
The Exchange Offer	59
Business	68
Management	82
Security Ownership of Certain Beneficial Holders and Management	88
Certain Relationships and Related Transactions	90
Description of Material Indebtedness	93
Description of the New Notes	96
Material United States Federal Income Tax Consequences	144
Plan of Distribution	148
Legal Matters	148
Experts	149
Available Information	149
Index to Financial Statements	F-1

INFORMATION ABOUT THE TRANSACTION

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. Such information is available without charge to the holders of our Original Notes by contacting us at our address, which is 8445 Freeport Parkway, Suite 400, Irving, Texas, 75063 or by calling us at (817) 302-1460. To obtain timely delivery of this information, you must request this information no later than five business days before                     , 2005, which is 20 business days after the commencement of the exchange offer, unless extended.

MARKET SHARE, ESTIMATED CONTRACT VALUE, RANKING AND OTHER DATA

References to our “leading position” in this prospectus are based upon our revenues for the U.S. government’s fiscal year ended September 30, 2004. In this prospectus, we refer to information regarding market data obtained from internal sources, market research, publicly available information and industry publications. Although we believe the information is reliable, we cannot guarantee the accuracy or completeness of the information and have not independently verified it. Estimates are inherently uncertain and the estimates contained herein involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption “Risk Factors” in this prospectus. See “Risk Factors.”

As used herein, except as otherwise indicated in this paragraph, estimated contract values are calculated as the greater of the bid price we submitted or expect to submit for the applicable contract and the sum of our actual revenues under the contract and our estimated revenues from future performance under options requested by the customer. For indefinite delivery, indefinite quantity contracts, the estimated value of such contracts is the sum of our actual revenues under the contract and our estimated revenues from future performance under task orders issued. Funded backlog is the actual amount appropriated by a customer for the payment of goods and services less actual revenue recorded as of the measurement date under that appropriation. Unfunded backlog is the actual dollar value of unexercised contract options. Anticipated revenues from indefinite delivery, indefinite quantity contracts are not included in unfunded backlog. Backlog is only a measure of funded contract values, and unfunded contract options, less any revenue that has been recognized to that point. Backlog does not take into account any expenses associated with contractual performance and converting backlog into revenue would not reflect net income associated with the contracts.

All references to fiscal years in “Business—Industry Trends” pertain to the fiscal year of the U.S. government, which ends on September 30^th of each year.

i

FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. Forward-looking statements may include the words “may,” “will,” “plans,” “estimates,” “anticipates,” “believes,” “expects,” “intends” and similar expressions. These forward-looking statements include, among others, the following:

• estimates of contract values;

• anticipated revenues from indefinite delivery, indefinite quantity contracts;

• expected percentages of future revenues represented by fixed-price contracts; and

• statements covering our business strategy.

See “Risk Factors” for examples of factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected or assumed in our forward-looking statements.

We undertake no obligation to update or revise any forward-looking statements, either to reflect new developments, or for any other reason, except as required by law.

TRADEMARKS AND TRADE NAMES

We own or have the rights to various trademarks and trade names used in this prospectus. This prospectus also includes trade names and trademarks of other companies. We and our subsidiaries hold an exclusive, perpetual, irrevocable, worldwide, royalty-free and fully paid-up license to use the “Dyn International” and “DynCorp International” name in connection with aviation services, security services, technical services and marine services.

ii

PROSPECTUS SUMMARY

The following summary contains basic information about us and this exchange offer. It likely does not contain all the information that is important to you. You should read this entire prospectus carefully, including “Risk Factors” and the financial information included elsewhere. In this prospectus, unless the context requires otherwise, references to “we,” “our,” “the Company” or “us” refers, as applicable, to DynCorp International LLC, or DynCorp International, or its predecessors, and its consolidated subsidiaries. All references in this prospectus to the “issuers” are to DynCorp International and DIV Capital Corporation, or DIV Capital. All references in this prospectus to fiscal years made in connection with our financial statements or operating results refer to the fiscal year ended on the Friday closest to March 31^st of such year. For example, “fiscal 2004” refers to our fiscal year ended April 2, 2004. Our narrative discussion of our fiscal 2005 and the twelve months ending July 1, 2005 results gives pro forma effect to our acquisition by Veritas Capital from Computer Sciences Corporation on February 11, 2005.

Our Company

We are a leading provider of a broad range of mission-critical outsourced technical services to civilian and military government agencies and commercial customers. Our specific global expertise is in law enforcement training and support, security services, base operations, logistics support and aviation services and operations. Although we began to operate independently as a stand-alone entity on December 27, 2000, since 1951 our predecessors have provided essential services to numerous U.S. government departments and agencies. Our current customers include the Department of State, the Army, Air Force, Navy and Marine Corps (collectively, the Department of Defense); the Department of Homeland Security and commercial customers and foreign governments. As of July 1, 2005, we had over 14,100 employees in 33 countries and 45 active contracts ranging in duration from three to ten years and over 75 task orders.

We have increased our revenues and EBITDA from fiscal 2001 through fiscal 2005 at compound annual growth rates, or CAGR, of 34.7% and 49.2%, respectively. Our growth has primarily been driven by increasing demand for outsourced technical services and other non-combat-related functions, such as reconstruction, peace-keeping, logistics and other support activities. The term outsourcing is defined as the organizational practice of contracting for services from an external entity while retaining control over assets and oversight of the services being sources. In fiscal 2005, we generated revenues, EBITDA and net income of $1.9 billion, $114.6 million, and $58.8 million respectively, as compared with $1.2 billion, $60.0 million and $31.4 million in fiscal 2004. For the twelve months ending July 1, 2005 we had revenues, EBITDA and net income of $1.9 billion, $117.4 million and $13.8 million, respectively. As of July 1, 2005, we had a total backlog of approximately $2.6 billion and, historically, virtually our entire backlog has been converted into revenue at or above stated contract values. Backlog does not take into account any expenses associated with the contracts and converting backlog into revenue would not reflect net income associated with contracts. In addition to our backlog as of July 1, 2005, we had $19.8 billion of currently available ceiling under our existing indefinite delivery, indefinite quantity, contracts. From the beginning of fiscal 2001 through July 1, 2005, we have won a total of 83%, or $10.4 billion out of $12.5 billion, of the aggregate estimated value of new or renewed contracts on which we bid.

We operate through two core operating divisions, Field Technical Services and International Technical Services.

Our Field Technical Services operating division provides long-term aviation services and engineering and logistics support, ranging from daily fleet maintenance to extensive modification and overhauls on aircraft, weapons systems and support equipment. Field Technical Services generates revenue from a diverse mix of customers, services and platforms under long-term contracts that are typically three to ten years in duration. Accounting for 35.3% of our total revenue for fiscal 2005, revenues in our Field Technical Services division have

1

grown from $264.7 million in fiscal 2001 to $684.7 million for the twelve months ended July 1, 2005. Contract Field Teams is the most significant program of our Field Technical Services operating division based on revenues, and our predecessors have participated in this program for 54 consecutive years. We believe we are the largest provider of Contract Field Teams services to the Department of Defense. This program deploys highly mobile, quick-response field teams to customer locations worldwide to supplement our customers’ workforce, including generally providing mission support to aircraft and weapons systems in addition to depot-level repair. The Contract Field Teams contract, has an estimated value of $1.8 billion over a ten-year term, through October 2007. The Contract Field Teams contract contributed 18.0% and 19.3% of our revenues for fiscal 2005 and the three months ended July 1, 2005, respectively.

Our International Technical Services operating division primarily provides outsourced law enforcement training, drug eradication, global logistics, base operations and personal and physical security services to government and commercial customers in foreign jurisdictions. Since fiscal 2001, International Technical Services has grown revenues from $319.2 million to $1,254.7 million for the twelve months ended July 1, 2005, or 64.7% of our total revenues. The International Technical Services division has witnessed strong growth as a result of the U.S. government’s trend toward outsourcing critical related functions. In February 2004, as part of the Department of State’s outsourced law enforcement training in the Middle East, we were awarded a new Civilian Police contract, which expanded the existing Civilian Police program in place since 1994. As of July 1, 2005, we believe we performed in excess of 90% of the dollar value of awarded task orders for the Civilian Police program and have deployed civilian police officers from the United States to 12 countries to train and offer logistics support to the local police and assist them with infrastructure and reconstruction. We have been awarded multiple task orders under the Civilian Police program, including assignments in Iraq, Afghanistan and Haiti. The new Civilian Police contract has an estimated value of $1.75 billion over the five-year term of this program, through February 2009. The Civilian Police contract contributed 27.4% and 30.3% of our revenues for fiscal 2005 and the three months ended July 1, 2005, respectively.

Competitive Strengths

We believe our core strengths include the following:

• leading market position;

• attractive industry fundamentals;

• long-standing and strong customer relationships;

• global business development capability;

• strong and stable platform for growth;

• attractive cash flow dynamics; and

• experienced management team and distinguished board.

Business Strategy

Our objective is to leverage our leading market position to further increase our revenues and earnings. We intend to achieve this objective through the following strategies:

• exploit current business opportunities and backlog;

• capitalize on industry trends;

• pursue commercial business and foreign government opportunities;

2

• expand domestic service offerings; and

• increase profitability and operating efficiency.

We face certain risks in the implementation of our business strategy. Substantially all of our revenues are derived from contracts with the Department of Defense and the Department of State. Changes in the Department of Defense and the Department of State spending or termination of our contracts by the Department of Defense and the Department of State could have a material adverse effect on our business, results of operations and financial condition. In addition, we may never receive actual task orders to deliver services under our indefinite delivery, indefinite quantity contracts. Furthermore, political destabilization or insurgency in the regions in which we operate may keep us from continuing to provide services under our contracts or from expanding our service offerings in those regions. An accident or incident involving our employees or third parties could adversely impact our ability to implement our strategy.

Our substantial indebtedness also presents risks. As of July 1, 2005, we had aggregate indebtedness of $664.1 million (excluding $5.1 million in outstanding letters of credit) and our indebtedness under our indenture and senior secured credit facility impose significant operating and financial restrictions on us. We have limited experience operating as a stand-alone company. We believe that the most significant other risks that we face include:

• political and economic events affecting the United States and/or other countries or regions of the world;

• our ability to attract and retain customers and to remain competitive in the markets we serve;

• our dependence on key personnel; and

• other the factors discussed below under the caption “Risk Factors.”

The Transactions

On February 11, 2005, DynCorp International was acquired from Computer Sciences Corporation by DynCorp International Inc. (formerly known as DI Acquisition Corp.), a subsidiary of The Veritas Capital Fund II, L.P., a private equity investment fund organized and managed by Veritas Capital Management II, L.L.C., a leading private equity firm, and its co-investors. We refer to the foregoing transaction as the “2005 Acquisition” in this prospectus. As used in this prospectus, we refer to the “Transactions” collectively as (i) the consummation of the 2005 Acquisition, (ii) the borrowings under our senior secured credit facility entered into in connection with 2005 Acquisition and (iii) the issuance of the Original Notes and the application of the proceeds therefrom. We refer to The Veritas Capital Fund II, L.P. and its affiliates (other than DynCorp International Inc. and its subsidiaries) in this prospectus as “Veritas Capital” and we refer to DynCorp International Inc. in this prospectus as “our parent.”

The purchase price for the 2005 Acquisition was $857.3 million, $775.0 million of which was payable in cash. The remaining $75.0 million of the purchase price was paid to Computer Sciences Corporation in the form of preferred equity in our parent, with the amount of preferred stock issued to Computer Sciences Corporation subject to increase or decrease based upon an increase or decrease in the net working capital of DynCorp International at the closing of the 2005 Acquisition as compared to April 2, 2004. The purchase agreement established a procedure for determining the net working capital adjustment after the closing, with any dispute regarding such calculations to be resolved by an independent accounting firm. We are currently negotiating the amount of the working capital adjustment with Computer Sciences Corporation. An additional preferred equity investment of $50.0 million was made in our parent by The Northwestern Mutual Life Insurance Company on identical terms.

Dividends accrue on the preferred stock (during each annual period) at a rate per annum equal to 13% of the liquidation preference of the preferred stock. The preferred stock is subject to mandatory redemption 10 years from the date of issue.

3

Following the 2005 Acquisition, support for the business applications and communications technology of our business was provided by a combination of DynCorp’s and our dedicated resources and centralized Computer Sciences Corporation administrative and information technology resources. We entered into a transition services agreement with Computer Sciences Corporation upon the closing of the 2005 Acquisition, which covers support services for certain operating areas, including information technology, business systems, financial operations, payroll/HR and employee benefits. Pursuant to the agreement, Computer Sciences Corporation will continue to perform a portion of our internal finance and personnel accounting application support services and communications services until February 11, 2006 or, if earlier, until we convert these services to substitute systems installed on our own equipment. In addition, Computer Sciences Corporation performs certain employee benefits advising and consulting services on an hourly basis as we require them. We now provide all other services not extended under this agreement without any support from Computer Sciences Corporation. The total cost of transition services during fiscal 2005 and the three months ended July 1, 2005, were $355,000 and $988,000 respectively.

We pay Veritas an annual management fee of $300,000 to provide us with general business management, financial, strategic and consulting services. We also paid to Veritas a one-time transaction fee of $12.0 million at the closing of the 2005 Acquisition, as consideration for planning, structuring and consummating the 2005 Acquisition.

In addition to the issuance of the Original Notes on February 11, 2005, concurrently with the consummation or the offering of the Original Notes, we entered into a senior secured credit facility. This facility provides us with $345.0 million term loan, maturing in 2011, and up to $75.0 million in available revolving loan borrowings, maturing in 2010, our revolving credit facility was undrawn at the closing at the offering and as of July 1, 2005.

As of July 1, 2005, we had $664.1 million of indebtedness, including the New Notes and excluding interest accrued thereon, of which $344.1 million was secured. On the same date, we had approximately $69.9 million of availability under our senior secured credit facility (which gives effect to $5.1 million of outstanding letters of credit). As of July 1, 2005, approximately $344.1 million of our indebtedness would have ranked senior to, or pari passu with, the New Notes excluding, $5.1 million of outstanding letters of credit.

4

The following chart shows our organizational structure. DIV Capital, an issuer of the New Notes, is our wholly owned subsidiary with nominal assets and no active business or operations.

(1) The membership interests in DIV Holding LLC are held by affiliates of Veritas Capital and Carlisle Ventures, Inc. (an affiliate of The Northwestern Mutual Life Insurance Company)

(2) Owns 100% of the Series A-2 preferred stock of our parent.

(3) Owns 100% of the common stock of our parent.

(4) Owns 100% of the Series A-1 preferred stock of our parent.

(5) All U.S. subsidiaries of DynCorp International will also guarantee payment under the New Notes on a senior subordinated basis. They are also guarantors of the senior secured credit facility.

(6) None of the foreign subsidiaries of DynCorp International will guarantee payment under the New Notes.

Our principal executive offices are located at 8445 Freeport Parkway, Suite 400, Irving, Texas, 75063 and our telephone number is (817) 302-1460. Our website address is (http://www.dyncorpinternational.com). We do not incorporate the information on our website into this prospectus and you should not consider it part of this prospectus.

5

THE EXCHANGE OFFER

Expiration Date 12:00 midnight, New York City time, on                     , 2005, which is 20 business days after the commencement of the exchange offer, unless we extend the exchange offer.

Exchange and Registration Rights In an A/B exchange registration rights agreement dated February 11, 2005, the holders of the issuers’ 9.50% senior subordinated notes due 2013, series A, which are referred to in this prospectus as the “Original Notes,” were granted exchange and registration rights. This exchange offer is intended to satisfy these rights. You have the right to exchange the Original Notes that you hold for the issuers’ 9.50% senior subordinated notes due 2013, series B, which are referred to in this prospectus as the “New Notes,” with substantially identical terms. Once the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your Original Notes.

Accrued Interest on the New Notes and Original Notes The New Notes will bear interest from February 11, 2005. Holders of Original Notes which are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on those Original Notes accrued to the date of issuance of the New Notes.

Conditions to the Exchange Offer The exchange offer is conditioned upon some customary conditions which we may waive and upon compliance with securities laws. All conditions to which the exchange offer is subject must be satisfied or waived on or before the expiration of the offer.

Procedures for Tendering Original Notes Each holder of Original Notes wishing to accept the exchange offer must:

• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; or

• arrange for DTC to transmit required information in accordance with DTC’s procedures for transfer to the exchange agent in connection with a book-entry transfer.

You must mail or otherwise deliver this documentation together with the Original Notes to the exchange agent. Original Notes tendered in the exchange offer must be in denominations of principal amount of $1,000 and any integral multiple thereof.

Special Procedures for Beneficial Holders If you beneficially own Original Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Original Notes in the exchange offer, you should contact the registered holder promptly and instruct them to

6

tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal for the exchange offer and delivering your Original Notes, either arrange to have your Original Notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

Guaranteed Delivery Procedures You must comply with the applicable procedures for tendering if you wish to tender your Original Notes and:

• time will not permit your required documents to reach the exchange agent by the expiration date of the exchange offer; or

• you cannot complete the procedure for book-entry transfer on time; or

• your Original Notes are not immediately available.

Withdrawal Rights You may withdraw your tender of Original Notes at any time by or prior to 12:00 midnight, New York City time, on the expiration date, unless previously accepted for exchange.

Failure to Exchange Will Affect You Adversely If you are eligible to participate in the exchange offer and you do not tender your Original Notes, you will not have further exchange or registration rights, and you will continue to be restricted from transferring your Original Notes. Accordingly, the liquidity of the Original Notes will be adversely affected.

Federal Tax Considerations We believe that the exchange of the Original Notes for the New Notes pursuant to the exchange offer will not be a taxable event for United States federal income tax purposes. A holder’s holding period for New Notes will include the holding period for Original Notes, and the adjusted tax basis of the New Notes will be the same as the adjusted tax basis of the Original Notes exchanged.

Exchange Agent Bank of New York, trustee under the indenture under which the New Notes will be issued, is serving as exchange agent.

Use of Proceeds We will not receive any proceeds from the exchange offer.

7

SUMMARY TERMS OF NEW NOTES

The summary below describes the principal terms of the New Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions.

Issuers DynCorp International and DIV Capital Corporation. DIV Capital Corporation is a wholly owned subsidiary of DynCorp International with nominal assets and no active business or operations. DynCorp International and DIV Capital Corporation are collectively referred to in this prospectus as the “issuers.”

Securities Offered The form and terms of the New Notes will be the same as the form and terms of the Original Notes except that:

• the New Notes will bear a different CUSIP number from the Original Notes;

• the New Notes will have been registered under the Securities Act of 1933, or the Securities Act, and, therefore, will not bear legends restricting their transfer; and

• you will not be entitled to any exchange or registration rights with respect to the New Notes.

The New Notes will evidence the same debt as the Original Notes. They will be entitled to the benefits of the indenture governing the Original Notes and will be treated under the indenture as a single class with the Original Notes.

Maturity February 15, 2013.

Interest The New Notes will bear cash interest at the rate of 9.50% per annum (calculated using a 360-day year), payable semi-annually in arrears.

Payment frequency: every six months on February 15 and August 15.

First payment: August 15, 2005.

Ranking The New Notes will be our general unsecured obligations, will be subordinated to our existing and future senior debt, and will rank equally with our future senior subordinated debt. The guarantees of the New Notes will be general unsecured obligations of each guarantor and will be structurally subordinated to all of the existing and future senior debt of our guarantor subsidiaries, and will rank equally with any of our senior subordinated debt. The New Notes will be structurally subordinated to all obligations of DynCorp International’s foreign subsidiaries, which will not guarantee the New Notes. As of July 1, 2005, we had $664.1 million of indebtedness, including the New Notes and excluding interest accrued thereon, of which $344.1 million was secured. As of July 1, 2005, approximately $344.1 million of our indebtedness would have ranked senior to, or

8

pari passu with, the New Notes, excluding $5.1 million of outstanding letters of credit. For the fiscal year ended April 1, 2005 and the three months ended July 1, 2005, our non-guarantor subsidiaries represented 11.0% and 11.3% of our total revenues, respectively, and, as of July 1, 2005, 4.3% of our total assets. None of our foreign subsidiaries had any outstanding indebtedness as of July 1, 2005.

Guarantees Each of our existing and future domestic subsidiaries will guarantee the New Notes. Our foreign subsidiaries will not guarantee the New Notes.

Optional Redemption Prior to February 15, 2009, the issuers may redeem the New Notes, in whole or in part, at a price equal to (a) 100% of the principal amount of the notes plus the applicable premium, which is a component of the redemption price of the notes that is calculated to provide yield protection in the event that certain interest rates are lower than the interest rates on the New Notes at the date of redemption, as more fully described under “Description of New Notes—Definitions” under the defined term “Applicable Premium”), plus (b) accrued and unpaid interest and additional interest, or “Special Interest”, payable on the outstanding principal amount of any notes that constitute transfer restricted securities in the event that we fail to comply with certain obligations under the registration rights agreement, if any, to the redemption date.

After February 15, 2009, the issuers may redeem the notes, in whole or in part, at the applicable redemption prices described under “Description of New Notes—Optional Redemption,” plus accrued and unpaid interest and Special Interest, if any, to the redemption date.

Optional Redemption after Public Equity Offerings The Issuers may redeem up to 35% of the original aggregate principal amount of the notes, at any time before February 15, 2008, with the net cash proceeds of certain equity offerings at a price equal to 109.500% of the principal amount of the notes, plus accrued and unpaid interest and Special Interest, if any, to the redemption date.

Mandatory Offer to Repurchase If we sell certain assets without applying the proceeds in a specified manner, or experience certain change of control events, each holder of the New Notes may require us to repurchase all or a portion of its New Notes at the purchase prices set forth in this prospectus, plus accrued and unpaid interest and Special Interest, if any, to the repurchase date. Our senior secured credit facility may restrict us from repurchasing any of the New Notes, including upon any repurchase we may be required to make as a result of a change of control or certain asset sales.

9

Certain Indenture Provisions The indenture governing the New Notes contains covenants that impose significant restrictions on our business. The restrictions that these covenants place on us and our restricted subsidiaries include limitations on our ability and the ability of our restricted subsidiaries to, among other things:

• incur additional indebtedness or issue preferred stock or disqualified stock, which are equity interests that would mature or may be redeemable at the option of the holders, in whole or in part, on or prior to a date that is 91 days after the date the notes mature;

• make investments;

• sell assets;

• create liens;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• enter into transactions with our affiliates; and

• designate our subsidiaries as unrestricted subsidiaries.

These covenants are subject to a number of important limitations and exceptions as described under “Description of the New Notes.”

Exchange Offer; Registration Rights You have the right to exchange the Original Notes for New Notes with substantially identical terms. This exchange offer is intended to satisfy that right. The New Notes will not provide you with any further exchange or registration rights.

Resales Without Further Registration We believe that the New Notes issued in the exchange offer in exchange for Original Notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• you are acquiring the New Notes issued in the exchange offer in the ordinary course of your business;

• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in the distribution of the New Notes issued to you in the exchange offer; and

• you are not our “affiliate,” as defined under Rule 405 of the Securities Act.

Each broker dealer that receives New Notes pursuant to the Exchange Offer must deliver a prospectus in connection with any resale of the New Notes. If the broker dealer acquired the Original Notes as a result of market making or other trading activities, such broker dealer must use the prospectus for the exchange offer, as supplemented or amended in connection with the resales of the New Notes. We do not intend to list the New Notes on any securities exchange.

10

Summary Consolidated Historical and Pro Forma Financial Data

On March 7, 2003, DynCorp and its subsidiaries, including DynCorp International, were acquired by Computer Sciences Corporation. The financial statements included in this prospectus for any period prior to March 7, 2003, the date of the CSC acquisition are referred to as the “original predecessor period” statements. We refer to the financial statements for the period March 8, 2003 to February 11, 2005, the date of the 2005 Acquisition, as the “immediate predecessor period.” On February 11, 2005, DynCorp International was acquired by Veritas Capital. The 2005 Acquisition has been accounted for using the purchase method of accounting, and the assets acquired and liabilities assumed have been accounted for at their fair market values at the date of consummation based on preliminary estimates. The final allocation of the purchase price may differ from the amount reflected herein, and that difference could be significant.

The following table sets forth summary historical consolidated financial and other operating data, and pro forma data for DynCorp International. The summary consolidated historical financial data as of July 1, 2005, and April 1, 2005, for the three months ended July 1, 2005, and the period February 12, 2005 through April 1, 2005 are derived from our consolidated financial statements for the successor period. The summary consolidated historical financial data for the period April 3, 2004 through February 11, 2005, the three months ended July 2, 2004 and as of and for the year ended April 2, 2004 and for the period March 8, 2003 through March 28, 2003 are derived from our consolidated financial statements for the immediate predecessor period. The summary consolidated financial information for the period March 30, 2002 through March 7, 2003 have been derived from our consolidated financial statements for the original predecessor period. The summary consolidated financial information as of and for the three month period ended July 1, 2005, and for the three month period ended July 2, 2004 have been derived from our unaudited consolidated financial statements during the successor and immediate predecessor period, respectively, which, in our opinion, have been prepared on the same basis as the audited financial statements and include all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the information included therein.

The pro forma statement of operations data for the year ended April 1, 2005 includes the historical results of operations for the successor period February 12, 2005 to April 1, 2005 combined with the historical results of operations for the immediate predecessor period April 3, 2004 to February 11, 2005, and gives effect to the Transactions as if the Transactions had occurred on April 3, 2004. The pro forma statement of operations data for the three months ended July 2, 2004 gives effect to the Transactions as if the Transactions had occurred on April 3, 2004. The unaudited pro forma financial data does not necessarily reflect what our results of operations or financial position would have been had the transaction taken place on the date indicated and is not intended to project our results of operations or financial position for any future period or date.

The information set forth below should be read in conjunction with the information under “Capitalization,” “Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes and the financial statements included elsewhere in this prospectus.

11

	Original Predecessor Period			Immediate Predecessor Period									Successor Period			Immediate Predecessor Period			Successor Period			Pro Forma for the
	March 30, 2002– March 7, 2003			21 Days Ended March 28, 2003			Fiscal Year Ended April 2, 2004						49 Days Ended April 1, 2005			Three Months Ended July 2, 2004			Three Months Ended July 1, 2005			Year Ended April 1, 2005			Twelve Months Ended July 1, 2005
										April 3, 2004– February 11, 2005
	(dollars in thousands, except for backlog, which is in millions)
STATEMENT OF OPERATIONS DATA:
Revenues	$	859,112		$	59,240		$	1,214,289		$	1,654,305		$	266,604		$	406,894		$	425,055		$	1,920,909		$	1,939,070
Costs of Services		787,649			53,482			1,106,571			1,496,109			245,406			367,021			378,658			1,741,515			1,753,152
Selling, General and Administrative		40,316			3,414			48,350			57,755			8,408			15,650			19,159			66,438			69,872
Depreciation and Amortization		351			265			8,148			5,922			5,605			1,773			10,685			40,969			39,445
Operating Income		30,796			2,079			51,220			94,519			7,185			22,450			16,553			71,987			76,601
Interest Expense		—			—			—			—			8,054			—			13,837			55,468			55,468
Interest Income		(43	)		(2	)		(64	)		(170	)		(7	)		(25	)		—			(177	)		(152	)
Net Income (Loss) Before Income Taxes		30,839			2,081			51,284			94,689			(862	)		22,475			2,716			16,696			21,285
Provision (Benefit) for Income Taxes		11,973			852			19,924			34,956			60			8,577			639			6,161			7,491
Net Income (Loss)	$	18,866		$	1,229		$	31,360		$	59,733		$	(922	)	$	13,898		$	2,077		$	10,535		$	13,794
OTHER FINANCIAL DATA:
EBITDA (1) (2)	$	31,781		$	2,382		$	60,072		$	101,326		$	13,279		$	24,467		$	27,447		$	114,330		$	117,385
Capital Expenditures		1,011			11			2,047			8,473			244			2,626			446			8,717			2,626
SELECTED OPERATING INFORMATION:
Contract Recompete Win Rate (3)		79	%		NA			100	%		—			—			N/A			100	%		100	%		100	%
New Contract Win Rate (3)		93	%		NA			72	%		—			—			49	%		67	%		74	%		73	%
Backlog (4)		NA		$	2,028		$	2,164			NA		$	2,040			N/A		$	2,575		$	2,040		$	2,575
BALANCE SHEET DATA (5):
Cash and Cash Equivalents		NA		$	4,541		$	6,510			NA		$	13,474		$	2,507		$	28,589			N/A			N/A
Working Capital (6)		NA			58,295			104,335			NA			200,367			110,636			211,959			N/A			N/A
Total Assets		NA			481,097			579,829			NA			1,148,193			587,835			1,106,814			N/A			N/A
Total Debt		NA			—			—			NA			700,000			—			664,138			N/A			N/A
Member’s Equity		NA			354,198			396,573			NA			223,908			403,514			225,717			N/A			N/A
Ratio of Earnings to Fixed Charges																							1.3x

(1) EBITDA is a primary component of certain covenants under our senior secured credit facility and is defined as net income (loss) before interest expense, income taxes, depreciation and amortization. EBITDA does not represent net income or cash flows from operations, as these terms are defined under generally accepted accounting principles, and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with generally accepted accounting principles, or GAAP and EBITDA as presented in this prospectus are not necessarily comparable to similarly titled measures reported by other companies.

12

(2) The following table presents a reconciliation of income to EBITDA for the periods included below.

	Original Predecessor Period		Immediate Predecessor Period						Successor Period			Immediate Predecessor Period		Successor Period		Pro Forma for the
	March 30, 2002– March 7, 2003		21 Days Ended March 28, 2003		Fiscal Year Ended April 2, 2004				49 Days Ended April 1, 2005			Three Months Ended July 2, 2004		Three Months Ended July 1, 2005		Year Ended April 1, 2005		Twelve Months Ended July 1, 2005
							April 3, 2004– February 11, 2005
	(dollars in thousands)
RECONCILIATION OF NET INCOME TO EBITDA:
Net Income (loss)	$	18,866	$	1,229	$	31,360	$	59,733	$	(922	)	$	13,898	$	2,077	$	10,535	$	13,794
Income Taxes		11,973		852		19,924		34,956		60			8,577		639		6,161		7,491
Interest Expense		—		—		—		—		8,054			—		13,837		55,468		55,468
Depreciation and Amortization		942		301		8,788		6,637		6,087			1,992		10,894		42,166		40,632
EBITDA	$	31,781	$	2,382	$	60,072	$	101,326	$	13,279		$	24,467	$	27,447	$	114,330	$	117,385

(3) Recompete and new contract win rates are calculated based on the dollar values of such contracts. “NA” reflects no new recompeted or new contract awards during the referenced periods.

(4) Backlog data is as of the end of the applicable period.

(5) Balance sheet data is as of the end of the applicable period.

(6) Working capital is defined as current assets, net of current liabilities.

13

RISK FACTORS

In addition to the other information set forth in this prospectus, you should carefully consider the following factors before tendering the Original Notes in exchange for the New Notes. The following risks could materially harm our business, financial condition or future results. If that occurs, the value of the New Notes could decline, and you could lose all or part of your investment.

Risks Relating to Our Indebtedness

Servicing our indebtedness requires a significant amount of cash. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations, including making payments on the New Notes.

Based on our indebtedness and other obligations as of July 1, 2005, we estimate that, our remaining contractual commitments including interest associated with our indebtedness and other obligations (assuming that our revolving credit facility will be undrawn at the close of fiscal 2006) will be $53.1 million and $229 million in the aggregate, respectively, for the remaining months of fiscal 2006 and the period between April 1, 2006 through the end of fiscal 2010. Our ability to make payments on and to refinance our indebtedness, including the New Notes, depends on our ability to generate cash. This, to a certain extent, is subject to general economic, political, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you, however, that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our senior secured credit facility in an amount sufficient to enable us to pay our indebtedness, including the New Notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including these New Notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including these New Notes or our senior secured credit facility, on commercially reasonable terms or at all. In addition, the terms of existing or future debt agreements, including our senior secured credit facility and the indenture governing our New Notes, may restrict us from carrying out any of these alternatives. If we are unable to generate sufficient cash flow or refinance our debt on favorable terms, it could significantly adversely affect our financial condition, the value of the New Notes and our ability to pay principal and interest on the New Notes.

Our cash flows and capital resources may be insufficient to make required payments on our substantial indebtedness and future indebtedness.

We have substantial indebtedness. As of July 1, 2005, we had $664.1 million of total indebtedness including the New Notes and excluding interest accrued thereon, of which $344.1 was secured. On the same date we had approximately $69.9 million of availability under our senior secured credit facility (which gives effect to $5.1 million of outstanding letters of credit). As of July 1, 2005, approximately $344.1 million of our indebtedness would have ranked senior to or, pari passu with, the New Notes, excluding $5.1 million of outstanding letters of credit. In addition, subject to restrictions in the indenture and our senior secured credit facility, we may incur additional indebtedness.

Our substantial indebtedness could have important consequences to you, including the following:

• it may be more difficult for us to satisfy our obligations with respect to the New Notes;

• our ability to obtain additional financing for working capital, debt service requirements, general corporate or other purposes may be impaired;

• we must use a substantial portion of our cash flow to pay interest and principal on the New Notes and other indebtedness, which will reduce the funds available to us for other purposes;

• we are more vulnerable to economic downturns and adverse industry conditions;

14

• our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in our industry as compared to our competitors may be compromised due to our high level of indebtedness; and

• our ability to refinance indebtedness may be limited.

The indenture governing the Notes, our senior secured credit facility and preferred stock contain various covenants limiting the discretion of our management in operating our business.

Our indenture, senior secured credit facility and the certificates of designation governing our parent’s preferred stock contain various restrictive covenants that limit our management’s discretion in operating our business. As more fully discussed under the captions “Description of Material Indebtedness” and “Description of Notes”, these instruments, subject to certain limited exceptions, limit our ability to, among other things:

• incur additional indebtedness or guarantee obligations;

• repay indebtedness (including the New Notes) prior to stated maturities;

• pay dividends or make certain other restricted payments;

• make investments or acquisitions;

• create liens or other encumbrances; and

• transfer or sell certain assets or merge or consolidate with another entity.

In addition, our senior secured credit facility also requires us to maintain certain financial ratios and limits our ability to make capital expenditures. These financial ratios include a minimum interest coverage ratio and a leverage ratio. The interest coverage ratio is the ratio of EBITDA (as defined in our senior secured credit facility) to cash interest expense for the preceding four quarters. The leverage ratio is a ratio of our debt to our EBITDA for the preceding four quarters. The minimum interest coverage ratio increases from 2:1 to 3.2:1 during the term of the senior secured credit facility. The maximum leverage ratio decreases from 6:1 to 3:1 during the term of the senior secured credit facility. The senior secured credit facility also restricts the maximum amount of our capital expenditures during each year of the term of the senior secured credit facility.

If we fail to comply with the restrictions in the indenture or our senior secured credit facility or any other subsequent financing agreements, a default may allow the creditors under the relevant instruments, in certain circumstances, to accelerate the related debt and to exercise their remedies thereunder, which will typically include the right to declare the principal amount of such debt, together with accrued and unpaid interest and other related amounts immediately due and payable, to exercise any remedies such creditors may have to foreclose on any of our assets that are subject to liens securing such debt and to terminate any commitments they had made to supply us with further funds. Moreover, any of our other debt that has a cross-default or cross-acceleration provision that would be triggered by such default or acceleration would also be subject to acceleration upon the occurrence of such default or acceleration.

In addition, the terms of our parent’s preferred stock do not allow us or our parent to incur or become subject to any indebtedness if such indebtedness would be in excess of total indebtedness permitted to be incurred under a maximum debt incurrence test, which limits our maximum indebtedness to 7.5 times EBITDA, or $881.0 million as of July 1, 2005.

Our ability to comply with these covenants may be affected by events beyond our control, and an adverse development affecting our business could require us to seek waivers or amendments of covenants, alternative or additional sources of financing or reductions in expenditures. We cannot assure you that such waivers, amendments or alternative or additional financings could be obtained, or if obtained, would be on terms acceptable to us. In addition, the holders of the New Notes will have no control over any waivers or amendments with respect to any debt or preferred stock outstanding other than the debt contained in the indenture. Therefore,

15

we cannot assure you that even if the holders of the New Notes agree to waive or amend the covenants contained in the indenture, the holders of our other debt or preferred stock will agree to do the same with respect to their debt or preferred stock instruments.

Despite our current indebtedness level, we and our subsidiaries may still be able to incur substantially more debt, which could exacerbate the risks associated with our substantial leverage.

As of July 1, 2005, we had up to $69.9 million of additional availability under our senior secured credit facility (which gives effect to $5.1 million of outstanding letters of credit). The terms of the indenture and the senior secured credit facility do not fully prohibit us or our subsidiaries from incurring additional indebtedness, and we and our subsidiaries may also be able to incur substantial additional indebtedness in the future. Any senior debt incurred by us would be senior to the New Notes and any senior debt incurred by our subsidiaries would be structurally senior to the New Notes and senior to such subsidiary’s guarantee, as applicable. If we incur any additional indebtedness that ranks equal to the New Notes, the holders of that debt will be entitled to share ratably with the holders of the New Notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of us. If new debt is added to our or our subsidiaries’ current debt levels, the related risks that we now face could intensify. See “Description of Material Indebtedness.”

Risks Relating to the New Notes

Your right to receive payments on the New Notes is subordinated to our existing and future senior indebtedness, and the existing and future senior indebtedness of our subsidiary guarantors, including the senior secured credit facility.

The New Notes and the subsidiary guarantees will be subordinated in right of payment to the prior payment in full of our and our subsidiary guarantors’ respective current and future senior indebtedness, including our and their obligations under our senior secured credit facility. As a result of the subordination provisions of the New Notes, in the event of the bankruptcy, liquidation or dissolution of us or any subsidiary guarantor, our assets or the assets of the applicable subsidiary guarantor would be available to pay obligations under the New Notes and our other senior subordinated obligations only after all payments had been made on our senior indebtedness or the senior indebtedness of the applicable subsidiary guarantor. As of July 1, 2005, we had approximately $344.1 million of secured indebtedness under our senior secured credit facility, and up to $69.9 million of additional availability of revolving credit under our senior secured credit facility (which gives effect to $5.1 million of outstanding letters of credit). As more fully discussed under the caption “Description of Material Indebtedness”, borrowings under our senior secured credit facility are secured by substantially all of our and our subsidiaries’ assets. In addition, we and our subsidiaries may incur certain amounts of additional secured indebtedness in the future, as permitted by the indenture and the senior secured credit facility. Sufficient assets may not remain after all of these payments have been made to make any payments on the New Notes and our other senior subordinated obligations, including payments of interest when due.

In addition, we depend on our subsidiaries for substantially all of our cash flow. Pursuant to the terms of our senior secured credit facility, certain of our subsidiaries would be prohibited from paying dividends or making other distributions to us upon the occurrence of certain events of default under the senior secured credit facility. If any of our subsidiaries is not permitted to pay us dividends or other distributions, we may not have sufficient cash to fulfill our obligations under the New Notes. For fiscal 2005 and the three months ended July 1, 2005, subsidiary guarantors provided 17.9% and 12.1% of total revenue, respectively and as of July 1, 2005, represented 13.7% of total assets. For fiscal 2005 and the three months ended July 1, 2005, our subsidiary guarantors represented 6.7% and 5.2% of the net increase in cash and cash equivalents, respectively.

16

Not all of our subsidiaries will guarantee the New Notes. The New Notes will be structurally subordinated to indebtedness and other liabilities of our non-guarantor subsidiaries.

None of our foreign subsidiaries will guarantee the New Notes. Revenues from our non-guarantor subsidiaries for the fiscal 2005, and for the three months ended July 1, 2005, were $211.3 million and $48.2 million, respectively, and 11.0% and 11.3% of our total revenues for the same periods. As of July 1, 2005, assets associated with these operations were 4.3% of our total assets. As of July 1, 2005, the non-guarantor subsidiaries have no debt outstanding to third parties.

In the event that any of the non-guarantor subsidiaries becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of their indebtedness and their trade creditors will be entitled to payment on their claims from the assets of those subsidiaries before any such subsidiary would be able to distribute any of their assets to DynCorp International or any guarantor. Consequently, your claims in respect of the New Notes are structurally subordinated to all of the existing and future indebtedness and other liabilities of the non-guarantor subsidiaries.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

Upon the occurrence of certain specific change of control events, we will be required to offer to repurchase the New Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. Our failure to purchase, or give notice of the purchase of, the New Notes would be a default under the indenture, which would also be a default under our senior secured credit facility. A change of control is generally defined in the indenture as:

• the direct or indirect sale, or other disposition (other than by merger or consolidation) of all or substantially all of our properties or assets to any “person” other than to Veritas or its affiliates;

• the adoption of a plan relating to our liquidation or dissolution;

• the consummation of any transaction (including, any merger or consolidation), that would result in a third party other than Veritas or any of its affiliates becoming the beneficial owner of more than 50% of our voting stock;

• after an initial public offering of our common stock or the common stock of our direct or indirect parent, the first day on which a majority of the members of our Board of Directors are not “Continuing Directors”, which generally means, as of the date of determination, any member of our parent’s board of directors who was a member on the date of the indenture; or was nominated for election or elected to the board of directors with the approval of a majority of the directors that were members of such board of directors at the time of the nomination or election.

If a change of control occurs, it is possible that we may not have sufficient assets at the time of the change of control to make the required repurchase of the New Notes or to satisfy all obligations under our senior secured credit facility and the indenture. In order to satisfy our obligations, we could seek to refinance the indebtedness under our senior secured credit facility and the indenture or obtain a waiver from the lenders or you as a holder of the New Notes. We cannot assure you that we would be able to obtain a waiver or refinance our indebtedness on terms acceptable to us, if at all.

Federal and state laws permit courts to void guarantees under certain circumstances.

The New Notes will be guaranteed by all of our domestic subsidiaries. The guarantees may be subject to review under U.S. federal bankruptcy law and comparable provisions of state fraudulent conveyance laws if a bankruptcy or reorganization case or lawsuit is commenced by or on behalf of our or one of our guarantor’s unpaid creditors. Under these laws, a court could void the obligations under the guarantee, subordinate the guarantee of the New Notes to that guarantor’s other debt or take other action detrimental to holders of the New

17

Notes and the guarantees of the New Notes, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

• issued the guarantee to delay, hinder or defraud present or future creditors;

• received less than reasonably equivalent value or fair consideration for issuing the guarantee at the time it issued the guarantee;

• was insolvent or rendered insolvent by reason of issuing the guarantee;

• was engaged, or about to engage, in a business or transaction for which its remaining unencumbered assets constituted unreasonably small capital to carry on its business; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay as they mature.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing indebtedness, including contingent liabilities, as they become absolute and mature; or

• it could not pay its indebtedness as it becomes due.

We cannot be sure as to the standard that a court would use to determine whether or not a guarantor was solvent at the relevant time or, regardless of the standard that the court uses, that the issuance of the guarantees would not be voided or the guarantees would not be subordinated to the guarantors’ other debt. If such a case were to occur, the guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration.

We are controlled by affiliates of Veritas Capital, whose interests may not be aligned with yours.

All of the voting power of our equity is held by DIV Holdings, LLC, a subsidiary of Veritas Capital. Accordingly, Veritas Capital controls the power to elect our managers and officers, to appoint new management and to approve all actions requiring the approval of the holders of our equity, including adopting amendments to our constituent documents and approving mergers, acquisitions or sales of all or substantially all of our assets. The managers have the authority, subject to the terms of our debt, to issue additional indebtedness or equity, implement equity repurchase programs, declare dividends and make other such decisions about our equity.

In addition, the interests of our controlling equity holders could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our controlling equity holders might conflict with your interests as a note holder. Our controlling equity holders also may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to you, as holders of the New Notes.

There is no existing market for the New Notes, and we do not know if one will develop that will provide you with adequate liquidity.

The New Notes will be a new class of securities for which there currently is no established market, and we cannot be sure if an active or liquid trading market will develop for these notes. The issuers do not intend to apply for listing of the New Notes on any securities exchange or on any automated dealer quotation system. The initial purchasers of the Original Notes are not obligated to make a market in the New Notes and any market-

18

making may be discontinued at any time without notice. If a market for the New Notes were to develop, the New Notes could trade at prices that may be higher or lower than reflected by their initial offering price, depending on many factors, including, among other things:

• changes in the overall market for high-yield debt securities;

• changes in our financial performance or prospects;

• the prospects for companies in our industry generally;

• the number of holders of the New Notes;

• the interest of securities dealers in making a market for the New Notes; and

• prevailing interest rates.

In addition, the market for non-investment-grade debt has been historically subject to disruptions that have caused substantial volatility in the prices of securities similar to the New Notes. The market for the New Notes, if any, may be subject to similar disruptions. Any such disruption could adversely affect the value of your notes.

Risks Relating to Our Business

We rely on sales to U.S. government entities. A loss of contracts with the U.S. government, a failure to obtain new contracts or a reduction of sales under existing contracts could adversely affect our operating performance and our ability to generate cash flow to fund our operations and service our debt.

For fiscal 2005 and for the three months ended July 1, 2005, the Contract Field Teams, Civilian Police and International Narcotics and Law Enforcement contracts accounted for 18.0%, 27.4%, 8.1% and 19.3%, 30.3% and 8.7% of our revenues, respectively. The loss of any one of these contracts would significantly and adversely affect our future revenues and earnings. We derived substantially all of our revenues from contracts and subcontracts with the U.S. government and its agencies, primarily the Department of Defense and the Department of State. Contracts with agencies of the Department of Defense represented 49.7%, 49.0% and 63.1% of our revenues for the three months ended July 1, 2005, and for fiscal 2005 and 2004, respectively, and contracts with agencies of the Department of State represented 48.6%, 49.6% and 29.4% of our revenues over the same respective periods. The remainder of revenues represent commercial contracts, including contracts in which we serve as subcontractor to other contractors with U.S. government. We expect that U.S. government contracts, particularly with the Department of Defense and the Department of State, will continue to be our primary source of revenue for the foreseeable future. Continuation and renewal of our existing government contracts and new government contracts are, among other things, contingent upon the availability of adequate funding for various U.S. government agencies, including the Department of Defense and the Department of State. Changes in federal government spending could directly affect our operating performance and, as a result, we may not generate sufficient cash flow to satisfy our debt obligations, including the New Notes. Among the factors that could impact federal government spending and which would reduce our federal government contracting business are:

• a significant decline in, or reapportioning of, spending by the federal government, in general, or by the Department of Defense or the Department of State, in particular;

• changes, delays or cancellations of U.S. government programs or requirements;

• the adoption of new laws or regulations that affect companies that provide services to the federal government;

• U.S. government shutdowns or other delays in the government appropriations process;

• curtailment of the federal government’s outsourcing of services to private contractors;

• changes in the political climate, including with regard to the funding or operation of the services we provide; and

• general economic conditions.

19

These or other factors could cause federal government agencies to reduce their purchases under contracts, to exercise their right to terminate contracts in whole or in part, to issue temporary stop-work orders or not to exercise options to renew contracts. The loss or significant curtailment of material government contracts, or our failure to renew or enter into new contracts could adversely affect our operating performance and accordingly, we may not be able to generate sufficient cash flow to service our debt obligations, including the New Notes.

Our U.S. government contracts may be terminated by the U.S. government at any time prior to their completion and contain other unfavorable provisions, which could lead to unexpected loss of revenues and reduction in backlog. The resulting loss in revenue may impair our ability to repay the New Notes.

Under the terms of our contracts, the U.S. government may unilaterally:

• terminate or modify existing contracts;

• reduce the value of existing contracts through partial termination;

• delay the payment of our invoices by government payment offices;

• audit our contract-related costs and fees; and

• suspend us from receiving new contracts pending resolution of alleged violations of procurement laws or regulations.

The U.S. government can terminate or modify any of its contracts with us either for its convenience or if we default by failing to perform under the terms of the applicable contract. A termination arising out of our default could expose us to liability and have a material adverse effect on our ability to compete for future contracts and orders. Any termination or modification could adversely affect our operating performance, accordingly, we may generate insufficient cash flow to service our debt obligations, including the New Notes.

Our government contracts typically have an initial term of one year with multiple option periods, exercisable at the discretion of the government at previously negotiated prices. The government is not obligated to exercise any option under a contract. Furthermore, the government is required to compete all programs and, therefore, may not automatically renew a contract. In addition, at the time of completion of any of our government contracts, the contract is required to be recompeted if the government still requires the services covered by the contract.

If the U.S. government terminates and/or materially modifies any of our contracts or if option periods are not exercised, our failure to replace revenue generated from such contracts would result in lower revenues and would likely adversely affect our operating performance, accordingly, we may not be able to generate sufficient cash flow to service our debt obligations, including the New Notes.

Our backlog as of July 1, 2005 was approximately $2.6 billion, of which $1.13 billion represented U.S. government funded backlog and $1.45 billion represented U.S. government unfunded backlog. Backlog does not take into account any expenses associated with contractual performance and converting backlog into revenue would not reflect net income associated with the contracts. There can be no assurance that any of the contracts comprising our backlog will result in actual revenue in any particular period or that the actual revenue from such contracts will equal our backlog. Furthermore, there can be no assurance that any contract included in our backlog that generates revenue will be profitable.

Our U.S. government contracts are subject to competitive bidding, both upon initial issuance and recompetition. If we are unable to successfully compete in the bidding process or if we fail to receive renewal, it could adversely affect our operating performance and lead to unexpected loss of revenue.

Substantially all of our U.S. government contracts are awarded through a competitive bidding process, including upon renewal, and we expect that this will continue to be the case. There often is significant competition and pricing pressure as a result of this process.

20

The competitive bidding process presents a number of risks, including the following:

• we must expend substantial funds and time to prepare bids and proposals for contracts;

• we may be unable to estimate accurately the resources and cost that will be required to fund any contract we win, which could result in substantial cost overruns; and

• we may encounter expense and delay if our competitors protest or challenge awards of contracts to us, and any such protest or challenge could result in a requirement to resubmit bids on modified specifications or in termination, reduction or modification of the awarded contract.

The government contracts for which we compete typically have multiple option periods, and if we fail to win a contract, we generally will be unable to compete again for that contract for several years. If we fail to win new contracts or to receive renewal contracts upon recompetition, such failure could adversely affect our operating performance and accordingly, we may generate insufficient cash flow to service our debt obligations, including the New Notes.

Political destabilization or insurgency in the regions in which we operate may have a material adverse effect on our operating performance.

Certain regions in which we operate are highly unstable. Insurgency activities in the areas in which we operate may cause further destabilization in these regions. There can be no assurance that the regions we operate in will continue to be stable enough to allow us to operate profitably or at all. For the three months ended July 1, 2005, and fiscal 2005, respectively, revenues generated from our operations in Iraq and Afghanistan contributed 36.9% and 37.1% of our revenue. Insurgents in Iraq and Afghanistan have targeted installations where we have personnel and have contributed to instability in these countries. This could impair our ability to attract and deploy personnel to perform services in either or both locations. In addition, we have been required to increase compensation to our personnel as an incentive to deploy them to these regions. We have been able to recover this added cost under the contacts, but there is no guarantee that future increases, if required, will be able to be passed on to our customers through our contracts. To the extent that we are unable to pass through such increased compensation costs to our customers, our operating margins would be adversely impacted, which would adversely affect our operating performance and accordingly, we may generate insufficient cash flow to service our debt obligations, including the New Notes. We also may have difficulty obtaining insurance to cover our liabilities in these regions and for third-party general liability. We have been able to obtain insurance to cover our liabilities, however this could change or premiums may become prohibitively expensive. Furthermore, in extreme circumstances, increased destabilization or insurgency may lead to a determination by the U.S. government to halt our operations in a particular location and to perform the services using military personnel. This could have an adverse effect on our operating performance and accordingly, we may generate insufficient cash flow to service our debt obligations, including the New Notes.

Our indefinite delivery, indefinite quantity contracts are not firm orders for services, and we may never receive any revenues from these contracts.

Many of our government contracts are indefinite delivery, indefinite quantity contracts, which are often awarded to multiple contractors. Award of an indefinite delivery, indefinite quantity contract does not represent firm orders for services. Generally, under an indefinite delivery, indefinite quantity contract, the government is not obligated to order a minimum of services or supplies from its contractor, irrespective of the total estimated contract value. Furthermore, under an indefinite delivery, indefinite quantity contract, the customer develops requirements for task orders that are competitively bid against all of the contract awardees, usually under a best-value approach. Many indefinite delivery, indefinite quantity contracts also permit the government customer to direct work to a specific contractor. Our Civilian Police and Contract Field Teams programs are performed under indefinite delivery, indefinite quantity contracts. A failure to rapidly deploy personnel may cause our customers to decide not to award us additional task orders under these contracts, which could have a material adverse effect on our operating performance and accordingly, we may generate insufficient cash flow to service our debt

21

obligations, including the New Notes. For the three months ended July 1, 2005, and for fiscal 2005, 59.7% and 56.3% of our revenues, respectively, were attributable to indefinite delivery, indefinite quantity contracts.

Our cost of performing under time-and-materials and fixed-price contracts may exceed our revenues which would result in a loss on the contracts.

Our government contract services have three distinct pricing structures: cost-reimbursement, time-and-materials and fixed-price, representing approximately 33%, 39% and 28% of our revenues, respectively, for the three months ended July 1, 2005, and approximately 34%, 39% and 27% of our revenues, respectively, for fiscal 2005. With cost-reimbursement contracts, so long as actual costs incurred are within the contract ceiling and allowable under the terms of the contract, we are entitled to reimbursement of the costs plus a stipulated profit. We assume financial risk on time-and-materials and fixed-price contracts, because we assume the risk of performing those contracts at the stipulated prices or negotiated hourly rates. If we do not accurately estimate ultimate costs and control costs during performance of the work, we could lose money on a particular contract or have lower than anticipated margins. We also assume the risk of damage or loss to government property and we are responsible for third-party claims under fixed-price contracts. We believe that fixed-price contracts will increase as a percentage of our revenue in fiscal 2006 due to the increasing tendency of the U.S. government to award fixed-price contracts, particularly the Department of State. In addition, some of our contracts have incentive-based or other pricing terms that condition some or all of our fees on our ability to meet specified performance metrics. As of July 1, 2005, seven of our 45 active contracts contained incentive based pricing terms. These contracts comprise 19.7% and 18.6% of our revenues, respectively, for fiscal 2005 and the three months ended July 1, 2005. The failure to meet contractually defined performance standards may result in a loss of a particular contract or lower-than-anticipated margins, adversely impacting our operating performance. Accordingly we may generate insufficient cash flow to service our debt obligations, including the New Notes.

A negative audit or other actions by the U.S. government could adversely affect our operating performance.

U.S. government agencies such as the Defense Contract Audit Agency routinely audit and investigate government contractors. These agencies review a contractor’s contract performance, cost structure and compliance with applicable laws, regulations and standards. The Defense Contract Audit Agency also reviews the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed. In addition, government contract payments received by us for allowable direct and indirect costs are subject to adjustment after audit by government auditors and repayment to the government if the payments exceed allowable costs as defined in the government contracts. Audits have been completed on our incurred contract costs through March 28, 2003, and are continuing for subsequent periods. At any given time, many of our contracts are under review by the Defense Contract Audit Agency and other government agencies. We cannot predict the outcome of such ongoing audits and what, if any, impact such audits may have on our future operating performance.

A recent audit report issued by the Defense Contract Audit Agency on our Air Wing Contract that was received by the Department of State in June 2005 and that we received in August 2005 reached the conclusion that we had incorrectly included certain cost elements in base pay for purposes of calculating hazard and post- differential pay, resulting in overbilling of $1.8 million. To the extent this matter is decided against us, we will need to refund the disputed amount and our revenues will be adversely affected.

As a U.S. government contractor, we are subject to an increased risk of investigations, criminal prosecution, civil fraud, whistleblower lawsuits and other legal actions and liabilities to which companies with solely commercial customers are not subject. In addition, if an audit uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S. government. Furthermore, our reputation could suffer serious harm if allegations of impropriety were made

22

against us. If we were suspended or prohibited from contracting with the U.S. government generally, or any significant U.S. government agency, if our reputation or relationship with U.S. government agencies were impaired or if the U.S. government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, it could adversely affect our operating performance and possibly result in additional expenses and possible loss of revenues which may impact our ability to service our debt obligations, including the New Notes.

Suspension or debarment by the U.S. government could result in our inability to receive government contracts and could adversely affect our future operating performance.

As a U.S. government contractor, we must comply with and are affected by laws and regulations relating to the formation, administration and performance of government contracts. These laws and regulations affect how we do business with our customers and, in some instances, impose added costs on our business. In addition, we are subject to federal regulations under which our ability to receive awards of new government contracts or extensions of existing government contracts could be suspended or terminated. The Service Contract Act, or SCA, which applies to many of our contracts, requires that hourly employees be paid certain minimum wages for their defined positions and provides required benefit levels. We may be unilaterally suspended or barred by the U.S. government if we are found to have violated the SCA or other wage and hour laws or if we are convicted of a crime or indicted based on allegations of a violation of certain specific federal statutes or other activities. Should any government agency initiate suspension or debarment hearings against us or any of our affiliated entities, we may be prohibited from entering into or continuing our contracts with all other government agencies as well. This could adversely affect our operating performance and may result in additional expenses and possible loss of revenue. As a result, we may not generate sufficient cash flow to satisfy our debt obligations, including the New Notes.

An accident or incident involving our employees or third parties could harm our reputation and adversely affect our ability to compete for business and, as a result, adversely affect our operating performance.

We are exposed to liabilities arising out of the services we provide. Such liabilities may relate to an accident or incident involving our employees or third parties, particularly where we are deployed on-site at active military installations or in locations experiencing political or civil unrest, or they may relate to an accident or incident involving aircraft or other equipment we have serviced or used in the course of our business. Any of these types of accidents or incidents could involve significant potential claims of injured employees and other third parties, and claims relating to loss of or damage to government or third-party property. The amount of our insurance coverage may not be adequate to cover those claims or liabilities and we may be forced to bear substantial costs from an accident or incident. Substantial claims in excess of our related insurance coverage could have a material adverse effect on our operating performance, and, accordingly, we may generate insufficient cash flow to service our debt obligations, including the New Notes. Moreover, any accident or incident for which we are liable, even if fully insured, may result in negative publicity which could adversely affect our reputation among our customers, including our government customers, and the public, which could result in us losing existing and future contracts or make it more difficult for us to compete effectively, which could have a material adverse effect on our operating performance and accordingly, we may not generate sufficient cash flow to service our debt obligations, including the New Notes.

We may experience labor disruptions associated with the expiration of our collective bargaining agreements.

As of July 1, 2005, we had over 14,100 employees located in 33 countries around the world and approximately 7,500 of whom are located inside the United States. Of these employees, approximately 1,150 are represented by labor unions. As of July 2005, we had approximately 55 collective bargaining agreements. These agreements expire between May 2006 and January 2008. Although we believe that our relationships with these unions and our employees are satisfactory, there can be no assurance that we will not experience labor disruptions associated with the expiration or renegotiation of collective bargaining agreements or otherwise. We could experience a significant disruption of operations and increased operating costs as a result of higher wages

23

or benefits paid to union members, which could have an adverse impact on our operating performance and may result in additional expenses and loss of revenue. As a result, we may not generate sufficient cash flow to service our debt obligations including the New Notes.

Proceedings against us in domestic and foreign courts could result in legal costs and adversely affect our reputation and ability to compete for business.

We are involved in various claims and lawsuits from time to time. For example, on September 11, 2001, a class action lawsuit seeking $100 million on behalf of approximately 10,000 citizens of Ecuador was filed against us and several of our affiliates in the U.S. District Court for the District of Columbia. The basis for the action arose from performance of a Department of State contract for the eradication of narcotic plant crops in Colombia. The lawsuit alleges personal injury, property damage and wrongful death as a consequence of the spraying of narcotic crops along the Colombian border adjacent to Ecuador. In the event that a court decides against us in this lawsuit and unable to obtain indemnification from the government and from Computer Sciences Corporation, or contributions from the other defendants, we may incur substantial costs. An adverse ruling in this case also could adversely affect our reputation and have a material affect on our ability to win future government contracts.

Additionally, in an Iraqi court of first instance, three actions against DynCorp International were brought by Al-Katin, an Iraqi company, for approximately $50 million in rental fees and other payments allegedly owed by DynCorp International in connection with its lease of three hotels in Baghdad. It is not known when these cases were filed or served against DynCorp International; however, documents recently reviewed indicate that the court papers were translated from Arabic into English during the first week of February 2005. DynCorp International has no relationship with Al-Katin and is not in privity of contract with it. An adverse ruling in this case that results in a monetary judgment could have a material adverse effect on our operating performance. As a result, we may not generate sufficient cash flow to service our debt obligations, including the New Notes.

Other litigation in which we are involved includes wrongful termination and other adverse employment actions, breach of contract, personal injury and property damage actions filed by third parties. Actions involving third-party liability claims generally are covered by insurance; however, in the event our insurance coverage is inadequate to cover such claims, we will be forced to bear the costs arising from a judgment. We do not have insurance coverage for adverse employment and breach of contract actions and we bear all costs associated with such litigation and claims.

Competition in our industry could limit our ability to attract and retain customers, which could adversely affect our operating performance.

Given the broad range of services that we provide, we compete with various entities across geographic and business lines. Competitors of our Field Technical Services operating division are typically large defense services contractors, who offer services associated with maintenance, training and other activities. Competitors of our International Technical Services operating division are various solution providers who typically compete in any one of our key business segments. We compete on the basis of a number of factors, including our broad range of services, geographic reach and mobility.

Some of our competitors have greater financial and other resources than we do or are better positioned than we are to compete for contract opportunities. For example, original equipment manufacturers that also provide aftermarket support services have a distinct advantage in obtaining service contracts for aircraft that they have manufactured, as they frequently have better access to replacement and service parts as well as an existing technical understanding of the platform they have manufactured. In addition, we are at a disadvantage when bidding for contracts put up for recompetition for which we are not the incumbent provider, because incumbent providers are frequently able to capitalize on customer relationships, technical knowledge and pricing experience gained from their prior service.

24

In addition to the competition we face in bidding for contracts and task orders, we must also compete to attract the skilled and experienced personnel integral to our continued operation. We hire from a limited pool of potential employees, with military and law enforcement experience, specialized technical skill sets and security clearances as prerequisites for many positions. Our failure to compete effectively for employees or excessive attrition among our skilled personnel could reduce our ability to satisfy our customers needs, and increase the costs and time required to perform our contractual obligations. This could adversely affect our operating performance and may result in additional expenses and possible loss of revenue. As a result, we may not generate sufficient cash flow to service our debt obligations, including the New Notes.

We depend on Computer Sciences Corporation for certain transitional services. The failure of Computer Sciences Corporation to perform its obligations or the termination of this agreement could adversely impact our operating performance.

Our ability to effectively monitor and control our operations depends on the proper functioning of our information technology support systems. Prior to the 2005 Acquisition, support for the business applications and communications technology of our business was provided by a combination of our dedicated resources and centralized Computer Sciences Corporation resources. We entered into a transition services agreement with Computer Sciences Corporation on February 11, 2005, which covered support services for certain operating areas including finance and communications services, internet support and payroll tax reporting. Pursuant to the agreement, Computer Sciences Corporation will continue to perform a portion of our internal finance and personnel accounting application support services and communications services until February 11, 2006 or earlier if we convert these services to substitute systems installed on our own equipment.

If Computer Sciences Corporation fails to provide the information technology support systems services, or upon termination of our transition services agreement, we will be forced to obtain these services from third parties or provide such services ourselves. The failure of Computer Sciences Corporation to perform its obligations or the termination of our transition services agreement could adversely affect our operations, and we may not be able to perform such services by ourselves or source such services from third parties at all or on terms favorable to us. Any failure to develop the necessary systems, resources and controls to operate all the transitional services currently being provided by Computer Sciences Corporation or to obtain such services from third parties could adversely impact our operating performance and may result in additional expenses and possible loss of revenue. As a result, we may not generate sufficient cash flow to service our debt obligations, including the New Notes.

Loss of our skilled personnel, including members of senior management, may have an adverse effect on operations until we find suitable replacements.

Our continued success depends in large part on our ability to recruit and retain the skilled personnel necessary to serve our customers effectively, including personnel with extensive military and law enforcement training and backgrounds. The proper execution of our contract objectives depends upon the availability of quality resources, especially qualified personnel. Given the nature of our business, we have substantial need for personnel that are willing to work overseas, frequently in locations experiencing political or civil unrest, for extended periods of time and often on short notice. We may not be able to meet the need for qualified personnel as such need arises.

In addition, we must comply with provisions in U.S. government contracts that require employment of persons with specified work experience and security clearances. An inability to maintain employees with the required security clearances could have a material adverse effect on our ability to win new business and satisfy our existing contractual obligations, and could adversely affect, our operating performance and may result in additional expenses and possible loss of revenue. As a result, we may not generate sufficient cash flow to service our debt obligations, including the New Notes.

25

We depend on our senior management. The loss of services of any of the members of our senior management could adversely affect our business until a suitable replacement can be found. There are a limited number of personnel with the requisite skills to serve in these positions and we may be unable to locate or employ such qualified personnel on acceptable terms. We currently do not have employment agreements with any members of our senior management.

If our subcontractors fail to perform their contractual obligations, our prime contract performance and our ability to obtain future business could be materially and adversely impacted.

Many of our contracts involve subcontracts with other companies upon which we rely to perform a portion of the services we must provide to our customers. For the three months ended July 1, 2005 and fiscal 2005, respectively, we paid our subcontractors $56.5 million and $174.9 million, respectively. These subcontractors generally perform niche or specialty services for which they have more direct experience, such as construction or catering services, and the inclusion of these companies on our team during the bidding process may improve the chance of our winning a contract award. Often, we enter into subcontract arrangements in order to meet government requirements to award certain categories of services to small businesses. A failure by one or more of our subcontractors to satisfactorily provide on a timely basis the agreed-upon supplies or perform the agreed-upon services may materially and adversely impact our ability to perform our obligations as the prime contractor. Such subcontractor performance deficiencies could result in a customer terminating our contract for default. A default termination could expose us to liability and adversely affect our operating performance and may result in additional expenses and possible loss of revenue. As a result, we may not generate sufficient cash flow to satisfy our debt-obligations, including the New Notes.

Environmental laws and regulations may subject us to significant costs and liabilities.

Our operations include the use, generation and disposal of hazardous materials. We are subject to various federal, state and foreign laws and regulations relating to the protection of the environment, including those governing the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites and the maintenance of a safe workplace. We could incur substantial costs, including clean-up costs as a result of violations of or liabilities under environmental laws. This could adversely impact our operating performance and may result in additional expenses and possible loss of revenue. As a result, we may not generate sufficient cash flow to satisfy our obligations, including the New Notes.

The requirements of complying with the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002 may strain our resources and distract management.

Upon registration of the new notes we will be subject to the Sarbanes-Oxley Act of 2002, including Section 404. These requirements may place a strain on our systems and resources. The Sarbanes-Oxley Act will require that we maintain and certify that we have effective disclosure controls and procedures and internal control over financial reporting. Pursuant to Section 404, starting with our annual report on Form 10-K for the fiscal year ended March 30, 2007, our management will be required to deliver a report that assesses the effectiveness of our internal control over financial reporting and an attestation report of our auditors on our management’s assessment of such internal control. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required as we devote additional time and personnel to legal, financial and accounting activities to ensure our ongoing compliance with these requirements. We might not be able to complete the documentation and management assessment required by Section 404 of the Sarbanes-Oxley Act before it becomes applicable to us. In addition, the effort to prepare for these obligations may divert management’s attention from other business concerns, which could affect our operating performance. In addition, we may need to hire additional accounting and financial staff, which we may not be able to do in a timely fashion and which would result in additional expense and possible distraction of our management’s time and resources.

26

THE 2005 ACQUISITION

On December 12, 2004, Veritas Capital and its subsidiary, DI Acquisition Corp. (now known as DynCorp International Inc.), entered into a purchase agreement with Computer Sciences Corporation and DynCorp whereby DI Acquisition Corp. agreed to acquire DynCorp International, a wholly owned subsidiary of DynCorp. DI Acquisition Corp. assigned its rights to acquire DynCorp International to DI Finance LLC, or DI Finance, its wholly owned subsidiary. Immediately after the consummation of the 2005 Acquisition, on February 11, 2005, DI Finance was merged with and into DynCorp International. DynCorp International survived the merger and is now a wholly owned subsidiary of DynCorp International Inc. In this section, Computer Sciences Corporation and DynCorp are referred to as the “sellers.”

Closing Price and Purchase Adjustments

The purchase price for the 2005 Acquisition was $865 million, $775.0 million of which was payable in cash. Computer Sciences Corporation credited the remaining $75.0 million of the purchase price for preferred equity in our parent of $75.0 million, with the amount of preferred stock issued to Computer Sciences Corporation subject to increase or decrease based upon an increase or decrease in the net working capital of DynCorp International at the closing of the 2005 Acquisition as compared to April 2, 2004. The purchase agreement established a procedure for determining the net working capital adjustment after the closing, with any dispute regarding such calculations to be resolved by an independent accounting firm. We are currently negotiating the amount of the working capital adjustment with Computer Sciences Corporation. An additional preferred equity investment of $50.0 million was made in our parent by The Northwestern Mutual Life Insurance Company on identical terms.

In addition to the credit of purchase price for preferred stock of our parent by Computer Sciences Corporation and the additional preferred stock equity investment as discussed above, the 2005 Acquisition was funded by:

• borrowings under our senior secured credit facility, consisting of a $345.0 million term loan which was drawn down at closing, and a $75.0 million revolving credit facility;

• the Original Notes; and

• a common equity investment in our parent of $86.0 million by Veritas Capital and $14.0 million by Carlisle Ventures, Inc. (an affiliate of The Northwestern Mutual Life Insurance Company).

See “Description of Material Indebtedness” and “Certain Relationships and Related Transactions—Preferred Stock of DynCorp International Inc.” for a discussion of our senior secured credit facility and our parent’s preferred stock.

Purchase Agreement

General. The purchase agreement contains customary representations, warranties, covenants and indemnities, by and for the benefit of our parent, Veritas Capital and the sellers.

Indemnification. Sellers’ obligation, which is joint and several, to indemnify our parent and Veritas Capital for breaches of representations and warranties generally survives until 180 days after the closing of the 2005 Acquisition, except for representations and warranties relating to certain corporate representations and broker representations, which will survive until the applicable statute of limitations, and tax representations that did not survive closing except for the representation relating to DynCorp International’s status as a disregarded entity, which will survive for three years following the closing of the 2005 Acquisition. The sellers’ obligations to indemnify our parent and its affiliates (including after the closing of the 2005 Acquisition, DynCorp International) and our parent’s obligation to indemnify the sellers is, subject to certain exceptions, subject to a $5.0 million deductible and each individual claim must be at least $50,000 per individual claim. The aggregate

27

indemnification obligations are generally threshold capped at $50.0 million in the aggregate, respectively, subject to certain exceptions.

The purchase agreement also provides that the sellers will indemnify us without regard to any time limitation, but subject to the above cap, for any losses incurred by our parent or its affiliates in connection with the Arias litigation, a class action lawsuit seeking $100.0 million filed on September 11, 2001. Upon closing of the 2005 Acquisition, the sellers and DynCorp International entered into a joint defense agreement pursuant to which both parties will assume joint defense of the litigation. See “Business—Legal Proceedings” and “—Risks Relating to Our Business—Proceedings against us in domestic and foreign courts could result in legal costs and adversely affect our reputation and our ability to compete for business” for additional information regarding the Arias litigation.

Under the purchase agreement, the sellers agreed to remit to our parent any amounts actually received by sellers (less related fees) with respect to potential Texas sales tax refunds relating to any contracts that have been assigned by the sellers to us or any of our subsidiaries.

Additional Covenants. The purchase agreement includes customary covenants by the sellers to maintain certain proprietary information about the buyer and its affiliates confidential and by the sellers and certain of their affiliates not to compete with our parent, us and our affiliates with respect to any of our existing contracts for a period of two years and both parties not to solicit for employment or hire certain of our employees for a period of three years after the closing of the 2005 Acquisition.

Under the purchase agreement, the sellers granted to us and our parent an exclusive, perpetual, irrevocable, worldwide, royalty-free and fully paid-up license to use the “Dyn International” and “DynCorp International” name in connection with aviation services, security services, technical services and marine services.

28

Ownership Structure

The following chart shows our organizational structure. DIV Capital, an issuer of the New Notes, is our wholly owned subsidiary with nominal assets and no active business or operations.

(1) The membership interests in DIV Holding LLC are held by affiliates of Veritas Capital and Carlisle Ventures, Inc. (an affiliate of The Northwestern Mutual Life Insurance Company).

(2) Owns 100% of the Series A-2 preferred stock of our parent.

(3) Owns 100% of the common stock of our parent.

(4) Owns 100% of the Series A-1 preferred stock of our parent.

(5) All U.S. subsidiaries of DynCorp International will also guarantee payment under the New Notes on a senior subordinated basis. They are also guarantors of the senior secured credit facility.

(6) None of the foreign subsidiaries of DynCorp International will guarantee payment under the New Notes.

29

USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the Original Notes. We will not receive any proceeds from the exchange offer. In consideration for issuing the New Notes, we will receive Original Notes with like original principal amount. The form and terms of the Original Notes are the same as the form and terms of the New Notes, except as otherwise described in this prospectus. The Original Notes surrendered in exchange for the New Notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the New Notes will not result in any increase in our outstanding debt.

The net proceeds of the issuance of the Original Notes, net of fees, were approximately $310.0 million and were used to pay the consideration for, and fees and expenses relating to, the 2005 Acquisition and to pay certain fees and expenses related to the offering of the Original Notes.

30

CAPITALIZATION

The following table sets forth our consolidated cash, cash equivalents and capitalization as of July 1, 2005.

You should read this table together with our historical and unaudited pro forma financial statements and the related notes thereto included elsewhere in this prospectus. For additional information regarding our outstanding indebtedness and our credit facilities and notes, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Description of Material Indebtedness.”

	As of July 1, 2005
	(dollars in thousands)
Cash and Cash Equivalents	$	28,589
Long-Term Debt, Including Current Portion:
Senior Secured Credit Facility:
Revolving Credit Facility (1)	$	—
Term Loan Facility		344,138
Senior Subordinated Notes		320,000
Total Long Term Debt, Including Current Portion		664,138
Total Equity		225,717
Total Capitalization	$	889,855

(1) The senior secured credit facility also includes a five-year revolving credit facility in aggregate principal amount of $75.0 million. See “Description of Material Indebtedness.” Excludes $5.1 million of outstanding letters of credit.

31

PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated statements of operations for the three months ended July 2, 2004 and the year ended April 1, 2005 are derived from the application of pro forma adjustments to the historical statements of operations for the immediate predecessor period for the three months ended July 2, 2004, and the period April 3, 2004 to February 11, 2005 as if the effective date of the Transactions were April 3, 2004. The pro forma combined statement of operations for the year ended April 1, 2005 includes the historical results of operations for the successor period February 12, 2005 to April 1, 2005 combined with the pro forma results of operations for the period April 3, 2004 to February 11, 2005. The pro forma statements of operations should be read in conjunction with the consolidated financial statements, related notes and other financial information included elsewhere in this prospectus.

The pro forma adjustments are described in the notes to the pro forma statements of operations and are based on available information and assumptions that management believes are reasonable. The pro forma statements of operations are not necessarily indicative of our future results of operations or results of operations that would have actually occurred had the Transactions been consummated as of April 3, 2004.

Purchase price allocations relating to the February 11, 2005 Acquisition are subject to refinement until all pertinent information is obtained. The purchase price is subject to an adjustment to the extent that our defined net working capital differs from an agreed-upon level. The 2005 Acquisition was accounted for under the purchase method, and accordingly, the preliminary purchase price of the 2005 Acquisition was allocated to the net assets acquired based on preliminary estimates of the fair values at the date of the 2005 Acquisition which are subject to future adjustments. We have engaged a third party to assist in the appraisal of the fair values of certain intangible assets. We have received preliminary estimates for the intangible assets, and the amounts will be finalized with the anticipated completion of the third-party review during the second quarter of fiscal year 2006.

32

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENT OF OPERATIONS

YEAR ENDED APRIL 1, 2005

	Immediate Predecessor			Successor
	Period from April 3, 2004 to Feb. 11, 2005			49 Days Ended April 1, 2005			Adjustments			Pro Forma for the Fiscal Year Ended April 1, 2005
				(dollars in thousands)
Revenues	$	1,654,305		$	266,604		$	—		$	1,920,909
Cost of Services		1,496,109			245,406			—			1,741,515
Selling, General and Administrative		57,755			8,408			275	(1)		66,438
Depreciation and Amortization		5,922			5,605			29,442	(2)		40,969
Total Costs and Expenses		1,559,786			259,419			29,717			1,848,922
Operating Income		94,519			7,185			(29,717	)		71,987
Interest Income		(170	)		(7	)		—			(177	)
Interest Expense		—			8,054			47,414	(3)		55,468
Income before Income Taxes		94,689			(862	)		(77,131	)		16,696
Provision for Income Taxes		34,956			60			(28,855	)(4)		6,161
Net Income (loss)	$	59,733		$	(922	)	$	(48,276	)	$	10,535

See accompanying notes to unaudited pro forma consolidated statement of operations.

33

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENT OF OPERATIONS

THREE MONTHS ENDED JULY 2, 2004

	Immediate Predecessor
	Three Months Ended July 2, 2004			Adjustments			Pro Forma for the Three Months Ended July 2, 2004
	(dollars in thousands)
Revenues	$	406,894		$	—		$	406,894
Cost of Services		367,021			—			367,021
Selling, General and Administrative		15,650			75	(1)		15,725
Depreciation and Amortization		1,773			10,436	(2)		12,209
Total Costs and Expenses		384,444			10,511			394,955
Operating Income		22,450			(10,511	)		11,939
Interest Income		(25	)		—			(25	)
Interest Expense		—			13,837	(3)		13,837
Income (benefit) before Income Taxes		22,475			(24,348	)		(1,873	)
Provision (loss) for Income Taxes		8,577			(9,268	)(4)		(691	)
Net Income (loss)	$	13,898		$	(15,080	)	$	(1,182	)

See accompanying notes to unaudited pro forma consolidated statements of operations.

34

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE TWELVE MONTHS ENDED JULY 1, 2005

The following table presents the methodology for deriving the twelve month period ended July 1, 2005. The periods presented are on a pro forma basis that gives effect of the 2005 Acquisition as described in this section.

	Pro Forma Fiscal Year Ended April 1, 2005			Less: Pro Forma Three Months Ended July 2, 2004			Plus: Pro Forma Three Months Ended July 1, 2005		Pro Forma Twelve Months Ended July 1, 2005
Revenues	$	1,920,909		$	406,894		$	425,055	$	1,939,070
Cost of Services		1,741,515			367,021			378,658		1,753,152
Selling, general and administrative		66,438			15,725			19,159		69,872
Depreciation and Amortization		40,969			12,209			10,685		39,445
Total Costs and Expenses		1,848,872			394,955			408,502		1,862,469
Operating Income		71,987			11,939			16,553		76,601
Interest Expense		55,468			13,837			13,837		55,468
Interest on mandatory redeemable shares		—			—			—		—
Interest Income		(177	)		(25	)		—		(152	)
Income (loss) before income taxes		16,696			(1,873	)		2,716		21,285
Provision (benefit) for Income Taxes		6,161			(691	)		639		7,491
Net Income (loss)	$	10,535		$	(1,182	)	$	2,077	$	13,794

35

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

(1) Reflects the management fee for a full 12 months or 3, respectively; see “Certain Relationships and Related Transactions—Management Fee.”

(2) Reflects the change in intangible amortization related to the adjustment to estimated fair value of intangible assets and the change in estimated lives.

(3) Represents the increase in interest expense to reflect the new capital structure and the amortization of financing costs over the terms of the corresponding debt. A summary follows:

	Year Ended April 1, 2005		Three Months Ended July 2, 2004
Interest on Amount Outstanding under Revolving Credit Facility	$	—	$	—
Interest on Term Loan		21,735		5,398
Interest on Senior Subordinated Notes		30,400		7,600
Senior Administrative Agent Fee		100		25
Undrawn Facility Fee		375		99
Amortization of Deferred Financing Fees		2,858		715
Total Increase	$	55,468	$	13,837

(4) Based on an effective tax rate of 36.9%, which is the historical rate for the period April 3, 2004 to February 11, 2005 and is the expected approximate effective tax rate for successor operations.

36

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

Set forth below are selected historical consolidated financial data. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes thereto included elsewhere in this prospectus. The selected historical consolidated financial data as of July 1, 2005 and April 1, 2005 and for the three months ended July 1, 2005, and the period February 12, 2005, through April 1, 2005 are derived from our consolidated financial statements for the successor period. The selected historical consolidated financial data for the period April 3, 2004 through February 11, 2005, for the three months ended July 2, 2004, as of and for the year ended April 2, 2004 and for the period March 8, 2003 through March 28, 2003 are derived from our consolidated financial statements for the immediate predecessor period. The selected consolidated financial information for the period March 30, 2002 through March 7, 2003 has been derived from our consolidated financial statements for the original predecessor period. The selected consolidated financial information as of and for the three month period ended July 1, 2005, and for the three month period ended July 2, 2004 have been derived from our unaudited consolidated financial statements during the successor and immediate predecessor periods, respectively. The selected consolidated financial information for the fiscal years 2002 and 2001 have been derived from our unaudited consolidated financial statements during the original predecessor period. In our opinion, these unaudited consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the information included therein.

37

	Original Predecessor Period									Immediate Predecessor Period									Successor Period			Immediate Predecessor Period			Successor Period
	Fiscal Year Ended						March 30, 2002– March 7, 2003			21 Days Ended March 28, 2003			Fiscal Year Ended April 2, 2004			April 3, 2004– Feb. 11, 2005			49 Days Ended April 1, 2005			Three Months Ended July 2, 2004			Three Months Ended July 1,  2005
	March 30, 2001			March 29, 2002
	(dollars in thousands, except for backlog, which is in millions)
STATEMENT OF OPERATIONS DATA:
Revenues	$	583,907		$	755,326		$	859,112		$	59,240		$	1,214,289		$	1,654,305		$	266,604		$	406,894		$	425,055
Costs of Services		529,969			687,088			787,649			53,482			1,106,571			1,496,109			245,406			367,021			378,658
Selling, General and Administrative		30,872			34,544			40,316			3,414			48,350			57,755			8,408			15,650			19,159
Depreciation and Amortization		511			1,462			351			265			8,148			5,922			5,605			1,773			10,685
Operating Income		22,555			32,232			30,796			2,079			51,220			94,519			7,185			22,450			16,553
Interest Expense		4			43			—			—			—			—			8,054			—			13,837
Interest Income		(75	)		(50	)		(43	)		(2	)		(64	)		(170	)		(7	)		(25	)		—
Net Income (Loss) Before Income Taxes		22,626			32,239			30,839			2,081			51,284			94,689			(862	)		22,475			2,716
Provision for Income Taxes		9,119			11,525			11,973			852			19,924			34,956			60			8,577			639
Net Income (Loss)	$	13,507		$	20,714		$	18,866		$	1,229		$	31,360		$	59,733		$	(3,104	)	$	13,898		$	2,077
CASH FLOW DATA:
Net Cash (Used in) Provided by Operating Activities	$			$			$	(10,331	)	$	12,542		$	(6,756	)	$	(2,092	)	$	(31,240	)	$	5,573		$	52,373
Net Cash Used in Investing Activities								(920	)		(360,961	)		(2,292	)		(10,707	)		(869,394	)		(2,628	)		(912	)
Net Cash Provided by Financing Activities								13,191			348,854			11,017			14,325			906,072			(6,948	)		(36,346	)
OTHER FINANCIAL DATA:
EBITDA (1) (2)	$	23,141		$	33,744		$	31,781		$	2,382		$	60,072		$	101,326		$	13,279		$	24,467		$	27,447
Capital Expenditures		101			1,181			1,011			11			2,047			8,473			244			2,626			446
SELECTED OPERATING INFORMATION:
Contract Recompete Win Rate (3)		100	%		50	%		79	%		NA			100	%		—			—			NA			100	%
New Contract Win Rate (3)		77	%		57	%		93	%		NA			72	%		—			—			49	%		67	%
Backlog (4)	$	1,929		$	2,091			NA		$	2,028		$	2,164			NA		$	2,040			NA		$	2,575
BALANCE SHEET DATA (5):
Cash and Cash Equivalents	$	5,923		$	2,166			NA		$	4,541		$	6,510			NA		$	13,474		$	2,507		$	28,589
Working Capital (6)		28,547			32,641			NA			58,295			104,335			NA			200,367			110,636			211,959
Total Assets		97,239			148,032			NA			481,097			579,829			NA			1,148,193			587,835			1,106,814
Total Debt		—			—			NA			—			—			NA			700,000			—			664,138
Member’s Equity		—			—			NA			354,198			396,573			NA			223,908			403,514			225,717

(1) EBITDA is a primary component of certain covenants under our senior secured credit facility and is defined as net income (loss) before interest expense, income taxes, depreciation and amortization. EBITDA does not represent net income or cash flows from operations, as these terms are defined under generally accepted accounting principles, and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with generally accepted accounting principles, or GAAP and EBITDA as presented in this prospectus are not necessarily comparable to similarly titled measures reported by other companies.

38

(2) The following table presents a reconciliation of income to EBITDA for the periods included below.

	Original Predecessor Period						Immediate Predecessor Period						Successor Period			Immediate Predecessor Period		Successor Period
	Fiscal Year Ended				March 30, 2002– March 7, 2003		21 Days Ended March 28, 2003		Fiscal Year Ended April 2, 2004		April 3, 2004– Feb. 11, 2005		49 Days Ended April 1, 2005			Three Months Ended July 2, 2004		Three Months Ended July 1, 2005
	March 30, 2001		March 29, 2002
	(dollars in thousands)
RECONCILIATION OF NET INCOME TO EBITDA:
Net Income (loss)	$	13,507	$	20,714	$	18,866	$	1,229	$	31,360	$	59,733	$	(922	)	$	13,898	$	2,077
Income Taxes		9,119		11,525		11,973		852		19,924		34,956		60			8,577		639
Interest Expense		4		43		—		—		—		—		8,054			—		13,837
Depreciation and Amortization		511		1,462		942		301		8,788		6,637		6,087			1,992		10,894
EBITDA	$	23,141	$	33,744	$	31,781	$	2,382	$	60,072		101,326	$	13,279		$	24,467	$	27,447

(3) Recompete and new contract win rates are calculated based on the dollar values of such contracts. “NA” reflects no new recompeted or new contract awards during the referenced periods.

(4) Backlog data is as of the end of the applicable period.

(5) Balance sheet data is as of the end of the applicable period.

(6) Working capital is defined as current assets, net of current liabilities.

39

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations covers periods prior and subsequent to the acquisition of DynCorp by Computer Sciences Corporation on March 7, 2003 (referred to as the “Computer Sciences Corporation Acquisition”) and the acquisition of DynCorp International by an entity controlled by the Veritas Capital Fund II, L.P. and its affiliates on February 11, 2005 (referred to as the “Acquisition”). Accordingly, the discussion and analysis of historical operations during the periods prior to the Computer Sciences Corporation Acquisition and the February 11, 2005 Acquisition do not reflect the significant impact that these transactions had on us. You should read the following discussion together with the sections entitled “Summary Consolidated Historical and Pro Forma Financial Data,” “Risk Factors,” “Pro Forma Financial Information,” “Selected Historical Consolidated Financial Data” and the financial statements included elsewhere in this prospectus. With respect to certain forward-looking statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, see “Forward-Looking Statements.”

Overview

We are a leading provider of a broad range of mission-critical outsourced technical services to civilian and military government agencies and commercial customers. Our specific global expertise is in law enforcement training and support, security services, base operations, logistics support and aviation services and operations. Although our operating company began to operate independently as a stand-alone entity on December 27, 2000, since 1951, DynCorp International and its predecessors have provided essential services to numerous U.S. government departments and agencies. Our current customers include the Department of State; the Army, Air Force, Navy and Marine Corps (collectively, the Department of Defense); the Department of Homeland Security; and to commercial customers and foreign governments. As of July 1, 2005, we had over 14,100 employees in 33 countries, 45 active contracts ranging in duration from three to ten years and over 75 task orders.

Our business strategy is to further increase our revenues and earnings by exploiting current business opportunities, capitalizing on industry trends, pursuing commercial and foreign government opportunities, and expanding our domestic service offerings. We have a longstanding record of providing services in support of a broad array of highly complex platforms and systems that are vital to our customers’ operations and together with our predecessors have provided support services to the U.S. government for 54 years. We believe that the longevity and depth of our customer relationships have positioned us as a contractor of choice for our customers, creating a unique advantage and opportunity to cross-sell our capabilities to capture additional contract opportunities. The U.S. government is increasing its reliance on outsourcing and has increased spending in our target markets. While we have historically primarily served the U.S. government, we believe there is significant potential to increase the business we generate from commercial and foreign government customers for similar services. In addition, as a subsidiary of Computer Sciences Corporation, we were prevented from pursuing additional domestic programs. As a result of the Acquisition, we intend to compete for new business opportunities domestically. We do not believe this represents a change in our business operations going forward, but allows us to use our strengths in providing our services internationally to compete effectively for additional domestic business.

We have increased our revenues and EBITDA from fiscal 2001 through pro forma fiscal 2005 at CAGRs of 34.7% and 49.2%, respectively. Our growth has primarily been driven by increasing demand for outsourced technical services and other non-combat-related functions, such as reconstruction, peace-keeping, logistics and other support activities. In fiscal 2005, we generated revenues, EBITDA and net income of $1.9 billion and $114.6 million, and $58.8 million, respectively, as compared with $1.2 billion, $60.0 million and $31.4 million, in fiscal 2004. For the twelve months ending July 1, 2005, on a pro-forma basis we had revenues, EBITDA and net income of $1.9 billion, $117.4 million and $13.8 million respectively. As of July 1, 2005, we had a total backlog of approximately $2.6 billion and, historically, virtually our entire backlog has been converted into revenue at or above stated contract values. Backlog does not take into account any expenses associated with the contractual

40

performance and converting backlog into revenue would not reflect net income associated with the contracts. In addition to our backlog as of July 1, 2005, we had $19.8 billion of value of currently available ceiling under our existing indefinite delivery, indefinite quantity contracts. Since fiscal 2001 through July 1, 2005, we have won a total of 83%, or $10.4 billion out of $12.5 billion, of the aggregate estimated value of new or renewed contracts on which we bid.

Factors Affecting Our Results of Operations

Our future results of operations will be affected by the following factors, which may cause our results of operations to differ from those discussed under “Results of Operations.”

Contemplated Initial Public Offering of Our Parent. Our parent, DynCorp International Inc., intends to file a registration statement on Form S-1 relating to an initial public offering of its common stock. The timing of the offering, number of shares of common stock to be offered by our parent, the per share price of the common stock to be issued, the use of proceeds and the other terms of the contemplated offering have not yet been determined. There can be no assurance whether our parent will complete the offering at all or what the terms of the offering will be.

Stand-Alone Operating Costs. During fiscal 2004, we paid Computer Sciences Corporation $12.7 million, and during the period from April 3, 2004 through February 11, 2005, we paid Computer Sciences Corporation $11.9 million for executive oversight and other services such as treasury, tax, insurance, legal, consolidation accounting, public affairs and information technology. In addition, under the Transition Services Agreement, we have incurred approximately $1.0 million of expenses during the three months ended July 1, 2005. We have put in place people and other resources to provide the services previously provided by corporate resources from either Computer Sciences Corporation (March 8, 2003 through February 11, 2005) or DynCorp (prior to March 7, 2003). While a one to one comparison is difficult due to organizational differences, in total our SG&A forecast for fiscal 2006 is slightly lower than the actual expenditures from fiscal 2005.

Purchase Accounting Adjustments. The 2005 Acquisition was accounted for under the purchase method and, accordingly, the preliminary purchase price of the acquisition was allocated to the net assets acquired based on preliminary estimates of the fair values at the date of the acquisition and are subject to future adjustments. The we have engaged a third party to provide an independent appraisal of the fair values of certain intangible assets. We have received preliminary estimates for the intangible assets, and the amounts will be finalized with the anticipated completion of the third-party review during the second quarter of fiscal 2006. In addition, the purchase price of the 2005 Acquisition is subject to a working capital adjustment of $65.5 million (which includes) accrued and unpaid dividends thereon as of July 1, 2005) although such amount is currently under discussion and, therefore, the aggregate consideration and, consequently, the ultimate valuation of goodwill and other intangible assets, may differ from our estimates.

Explanation of Reporting Periods

On March 7, 2003, DynCorp and its subsidiaries, including DynCorp International, were acquired by Computer Sciences Corporation. The formation of the reorganized DynCorp International is the result of transfers of net assets and other wholly owned legal entities by entities under Computer Sciences Corporation and DynCorp’s common control. The financial statements prior to March 7, 2003 are referred to as the “original predecessor period” statements.

On February 11, 2005, DynCorp International was sold by Computer Sciences Corporation to an entity controlled by The Veritas Capital Fund II, L.P. and its affiliates (“Veritas”). The financial statements from March 8, 2003 to February 11, 2005, the period of Computer Sciences Corporation ownership, are referred to as the “immediate predecessor period” statements. We refer to financial statements from and after February 12, 2005 as the “successor period statements.”

41

The historical financial statements and information included herein include the consolidated accounts of DynCorp International and its subsidiaries. This presentation is on the historical cost basis of accounting with the application of purchase accounting related to the Computer Sciences Corporation Acquisition and the 2005 Acquisition in the applicable periods presented. Information from the original predecessor period represents the consolidated financial position of DynCorp International for the period prior to the Computer Sciences Corporation Acquisition on March 7, 2003. This presentation is on the historical cost basis of accounting without the application of purchase accounting related to the Computer Sciences Corporation Acquisition in those periods presented.

The DynCorp International financial statements for the period from April 3, 2004 to February 11, 2005, fiscal 2004, the 21 days ended March 28, 2003 and the period from March 30, 2002 to March 7, 2003 are based on the historical assets, liabilities, sales and expenses of DynCorp International, including the allocation to DynCorp International of a portion of its parent’s corporate expenses and income taxes. During the period from March 30, 2002 to March 7, 2003, the 21 days ended March 28, 2003, fiscal 2004 and the period from April 3, 2004 to February 11, 2005, DynCorp International’s predecessor parents allocated $11.8 million, $620,000, $12.7 million and $11.9 million, respectively, of expenses it incurred for providing executive oversight and corporate headquarter functions, consolidation accounting, treasury, tax, legal, public affairs, human resources, information technology and other services. Of the $11.8 million, $10.0 million and $1.8 million were allocated to selling, general and administrative, or SG&A, and costs of services, respectively. Of the $600,000, $550,000 and $50,000 were allocated to SG&A and costs of services, respectively. Of the $12.7 million, $9.4 million and $3.3 million were allocated to SG&A and costs of services, respectively. Of the $11.9 million, $9.8 million and $2.1 million were allocated to SG&A and costs of services, respectively. These allocations are considered to be reasonable reflections of the utilization of services provided or the benefit received by DynCorp International. Computer Sciences Corporation continues to perform certain of these functions under a transition services agreement. For a discussion on our transition services agreement, see “2005 Acquisition—Transition Services Agreement.”

The results of operations for the 21-day period (March 8, 2003 to March 28, 2003), the 49-day period (February 12, 2005 to April 1, 2005), the three months ended July 2, 2004 and the three months ended July 1, 2005 are not necessarily indicative of the results to be expected for a full year or any future period. We have not addressed the 21-day period under the “Results of Operations” as this period did not include any meaningful trends, results or developments not otherwise reflected in the period from March 30, 2002 to March 7, 2003. In regards to the 49-day period from February 12, 2005 to April 1, 2005 (successor period), we have addressed this period in summary only and not compared it to a prior period due to the limited duration on this period and lack of a comparable prior period.

The 2005 Acquisition

On December 12, 2004, Veritas Capital and DI Acquisition Corp., now known as DynCorp International Inc., entered into a purchase agreement with Computer Sciences Corporation and DynCorp whereby DI Acquisition Corp. agreed to acquire DynCorp International, a wholly owned subsidiary of DynCorp. DI Acquisition Corp. assigned its rights to acquire DynCorp International to DI Finance, its wholly owned subsidiary. Immediately after the consummation of the Acquisition, DI Finance was merged with and into DynCorp International. DynCorp International survived the merger and is a wholly owned subsidiary of DynCorp International Inc.

As a result of the Acquisition, our assets and liabilities have been adjusted to their preliminary estimated fair value as of the closing. The excess of the total purchase price over the value of our assets at the closing of the 2005 Acquisition has been allocated to goodwill and other intangible assets, some of which will be amortized, and will be subject to annual impairment review.

42

Backlog

We track backlog in order to assess our current business development effectiveness and to assist us in forecasting our future business needs and financial performance. Backlog consists of orders and options under our contracts. We define backlog as the estimated value of contract awards received from customers that have not been recognized as sales. Our backlog consists of funded and unfunded backlog. Funded backlog is based upon amounts actually appropriated by a customer for payment of goods and services less actual revenue recorded to date under that appropriation. Unfunded backlog is the actual dollar value of unexercised contract options. Anticipated revenues from indefinite delivery, indefinite quantity contracts are not included in unfunded backlog. Backlog is only a measure of funded contract values, and unfunded contract options, less any revenue recognized to that point. Backlog does not take into account any expenses associated with contractual performance and converting backlog into revenue would not reflect net income associated with the contracts.

The following table sets forth our backlog as of the dates indicated:

	March 28, 2003		April 2, 2004		April 1, 2005		July 1, 2005
Funded Backlog	$	467	$	991	$	1,140	$	1,126
Unfunded Backlog		1,561		1,173		900		1,449
Total Backlog	$	2,028	$	2,164	$	2,040	$	2,575

For additional information on backlog see “Business—Backlog.”

Fiscal Periods

We use a 52/53-week fiscal year ending on the closest Friday to March 31. The period from April 3, 2004 to February 11, 2005 is a 45-week period. The fiscal year ended April 2, 2004 was a 53-week year. The period from March 30, 2002 to March 7, 2003 included 49 weeks. During the original predecessor period, DynCorp used a calendar year. Accordingly, the financial statements covered by that period were restated to 52/53-week fiscal year ends.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Management evaluates these estimates and assumptions on an ongoing basis, including those relating to revenue recognition and cost estimation on long-term contracts, determination of goodwill and customer-related intangible assets, goodwill impairment and accounting for contingencies and litigation. Our estimates and assumptions have been prepared on the basis of the most current available information. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from these estimates under different assumptions and conditions.

We have several critical accounting policies that are both important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments. Typically, the circumstances that make these judgments complex and difficult have to do with making estimates about the effect of matters that are inherently uncertain. Our critical accounting estimates are as follows:

Our business is also performed under cost-reimbursement, time-and-materials or fixed-price contracts. For fiscal 2005 and the three months ended July 1, 2005, 34%, 39%, 27% and 31%, 41% and 28% of our revenues were derived from cost-reimbursement, time-and-materials and fixed-price contracts, respectively. For more information on our contract types, see “Business—Contract Types.”

43

Revenue Recognition and Cost Estimation on Long-Term Contracts

DynCorp International provides its services under cost-reimbursement, time-and-materials and fixed-price contracts. The form of contract, rather than the type of service offering, is the primary determinant of revenue recognition. Revenues are recognized when persuasive evidence of an arrangement exists, services or products have been provided to the client, the sales price is fixed or determinable, and collectibility is reasonably assured.

Revenue on fixed-price contracts is generally recognized ratably over the contract period, measured by methods appropriate to the services or products provided. Such “output measures” include: period of service, such as for aircraft fleet maintenance; units delivered, such as vehicles; and units produced, such as aircraft for which modification has been completed.

Revenue on fixed-price construction or production-type contracts, when they occur, is recognized on the basis of the estimated percentage-of-completion. Progress towards completion is typically measured based on achievement of specified contract milestones, when available, or based on costs incurred as a proportion of estimated total costs. Profit in a given period is reported at the expected profit margin to be achieved on the overall contract. This method can result in the deferral of costs or profit on these contracts. Management regularly reviews project profitability and underlying estimates. Revisions to the estimates at completion are reflected in results of operations as a change in accounting estimate in the period in which the facts that give rise to the revision become known by management. Revenue on fixed-unit contracts that have a duration of less than six months is recognized on the completed contract method. Work in progress is classified as a component of inventory.

We provide for anticipated losses on contracts by a charge to income during the period in which the losses are first identified. Amounts billed but not yet recognized as revenue under certain types of contracts are deferred. Unbilled receivables are stated at estimated realizable value. Contract costs on U.S. government contracts, including indirect costs, are subject to audit and adjustment by negotiations between us and government representatives. Substantially all of our indirect contract costs have been agreed upon through March 28, 2003. Contract revenues on U.S. government contracts have been recorded in amounts that are expected to be realized upon final settlement.

Contract costs are expensed as incurred, except as described above and on certain other production-type fixed-price contracts, where costs are deferred until such time that associated revenue is recognized.

Client contracts may include the provision of more than one of our services. For revenue arrangements with multiple deliverables, revenue recognition includes the proper identification of separate units of accounting and the allocation of revenue across all elements based on relative fair values.

Many of our contracts are time-and-materials or fixed hourly/daily rate contracts. For these contracts, revenue is recognized each month based on actual hours/days charged to the program during that month multiplied by the fixed hourly/daily rate in the contract for the type of labor charged. Any material or other direct charges are recognized as revenue based on the actual direct cost plus Defense Contract Audit Agency-approved indirect rates.

Cost-reimbursement type contracts can be either Cost Plus Fixed Fee, or Cost Plus Award Fee. Revenue recognition for these two contract types is very similar. In both cases, revenue is based on actual direct cost plus Defense Contract Audit Agency-approved indirect rates. In the case of Cost Plus Fixed Fee, the fixed fee is recognized based on the ratio of the fixed fee for the contract to the total estimated cost of the contract. In the case of Cost Plus Award Fee contracts, the fee is made up of two components, base fee and award fee. Base fee is recognized in the same manner as the fee on Cost Plus Fixed Fee contracts. The award fee portion is recognized based on an average of the last two award fee periods.

44

Determination of Goodwill and Customer-Related Intangible Assets

The Computer Sciences Corporation Acquisition and the 2005 Acquisition were accounted for under the purchase method and, accordingly, the purchase prices were allocated to the net assets acquired based on estimates of the fair values at the acquisition dates of the Computer Sciences Corporation Acquisition. In addition, Computer Sciences Corporation obtained an independent appraisal of the fair values for certain intangible assets. In order to determine the appropriate value of goodwill to be allocated to us, an estimate was made of the relative fair value of DynCorp International to the remaining portion of DynCorp as of March 7, 2003. The value of the intangible assets reflected in the balance sheet is the sum of the independently appraised value of the customer contracts and related customer relationships for contracts being performed by us, less amortization expense. Purchase price allocations are subject to refinement until all pertinent information is obtained. The purchase agreement established a procedure for determining the net working capital adjustment after the closing, with any dispute regarding such calculations to be resolved by an independent accounting firm. We are currently negotiating the amount of the working capital adjustment with Computer Sciences Corporation. We estimate that our working capital adjustment will be between $55.0 to $65.0 million. Any adjustment to the purchase price would result in an increase or decrease to the shares of preferred stock of the Successor Parent issued to Computer Sciences Corporation, and would be recorded as an adjustment to goodwill.

The February 11, 2005 Acquisition was accounted for using the purchase method of accounting. This method requires estimates to determine the fair values of assets and liabilities acquired, including judgments to determine any acquired intangible assets such as customer-related intangibles, as well as assessments of the fair value of existing assets such as property and equipment. Liabilities acquired can include reserves for litigation and other contingency reserves established prior to or at the time of acquisition, and require judgment in ascertaining a reasonable value. Third-party valuation firms will assist management in the appraisal of certain assets and liabilities, but even those determinations would be based on significant estimates provided by us, such as forecasted revenues or profits on contract-related intangibles. Numerous factors are typically considered in the purchase accounting assessments, which are conducted by our professionals from legal, finance, human resources, information systems, program management and other disciplines.

Accounting for Contingencies and Litigation

We are subject to various claims and contingencies associated with lawsuits, insurance, tax and other issues arising out of the normal course of business. The consolidated financial statements reflect the treatment of claims and contingencies based on our view of the expected outcome. We consult with legal counsel on issues related to litigation and seek input from other experts and advisors with respect to matters in the ordinary course of business. If the likelihood of an adverse outcome is probable and the amount is estimable, we accrue a liability in accordance with SFAS No. 5, “Accounting for Contingencies.” Significant changes in the estimates or assumptions used in assessing the likelihood of an adverse outcome could have a material effect on our consolidated financial results.

45

Results of Operations

The following tables set forth, for the periods indicated, our historical results of operations, both in dollars and as a percentage of revenues:

	Immediate Predecessor Period					Successor Period
	Three Months Ended July 2, 2004					Three Months Ended July 1, 2005
Revenues	$	406,894		100.0	%	$	425,055	100.0	%
Costs of Services		367,021		90.2			378,658	89.1
Selling, General and Administrative Expenses		15,650		3.8			19,159	4.5
Depreciation and Amortization		1,773		0.4			10,685	2.5
Total Costs and Expenses		384,444		94.5	%		408,502	96.1	%
Interest Income		(25	)	0.0			0.0	0.0
Interest Expense		—		—			13,837	3.3
Income (loss) Before Taxes		22,475		5.5			2,716	0.6
Provision for Income Taxes		8,577		2.1			639	0.1
Net Income (loss)	$	13,898		3.4	%	$	2,077	0.5	%

	Original Predecessor Period					Immediate Predecessor Period										Successor Period						Pro Forma for the Year Ended April 1, 2005
	Period from March 30, 2002 to March 7, 2003					For the Fiscal Year Ended April 2, 2004					Period from April 3, 2004 to February 11, 2005					Period from February 12, 2005 to April 1, 2005
Revenues	$	859,112		100.0	%	$	1,214,289		100.0	%	$	1,654,305		100	%		266,604			100	%		1,920,909		100	%
Costs of Services		787,649		91.7			1,106,571		91.1			1,496,109		90.4			245,406			92.0			1,741,515		90.7
Selling, General and Administrative Expenses		40,316		4.7			48,350		4.0			57,755		3.5		$	8,408			3.2			66,438		3.5
Depreciation and Amortization		351		—			8,148		0.7			5,922		0.4			5,605			2.1			40,969		2.1
Total Costs and Expenses		828,316		96.4	%		1,163,069		95.8	%		1,559,786		94.3	%		259,419		$	97.3	%		1,848,922		96.3	%
Interest Income		(43	)				(64	)				(170	)				(7	)					(177	)
Interest Expense		—					—					—					8,054						55,468
Income Before Taxes		30,839		3.6			51,284		4.2			94,689		5.7			(862	)		(0.3	)		16,696		0.8
Provision for Income Taxes		11,973		1.4			19,924		1.6			34,956		2.1			60			0.0			6,161		0.3
Net Income	$	18,866		2.2	%	$	31,360		2.6	%	$	59,733		3.6	%	$	(922	)		(0.3	)%	$	10,535		0.5	%

46

Three Months Ended July 1, 2005, Compared to Three Months Ended July 2, 2004

Consolidated

Revenues. Total revenue increased from $406.9 million in the three months ended July 2, 2004 to $425.1 million for the three months ended July 1, 2005, an increase of $18.2 million or 4.5%. The Field Technical Service segment decreased from $172.9 million in the three months ended July 2, 2004 to $169.5 million for the three months ended July 1, 2005, or a decrease of 2.0%. Revenues from the Field Technical Services decrease of $3.4 million was primarily driven by a reduction in revenue from the Contract Field Teams program which decreased by $7.5 million mainly as a result of reduced workload for maintenance, repair and refurbishment of weapons systems compared to the three months ended July 2, 2004, plus a reduction of $6.0 million resulting from the end of the Al Salam program when the customer brought the work in-house. These declines, were partially offset by revenues of $4.5 million under our Life Cycle Contractor Support program due to the addition of the Global Air Traffic Management modification which added work to this contract, an increase in the Army Prepositioned Stocks Afloat program of $3.8 million due to increased workload, and the ramp up of the UH-1 program, which increased $3.2 million in revenue since the program began during the first quarter of fiscal 2005.

International Technical Services revenue increased from $234.0 million in the three months ended July 2, 2004 to $255.6 million in the three months ended July 1, 2005, which was an increase of $21.6 million or 9.2%. This was driven by an increase in the Civilian Police Program of $12.9M with the majority of this increase occurred under police training programs in the Middle East. Other significant increases between the two quarters were an increase under the Worldwide Personal Protective Services Program of $16.6 million mainly due to increased protection requirements in the Middle East, and a $3.9 million revenue increase for various International Technical Services security/commercial operations contracts. The primary offset to these increases was a decrease of $15.3 million in providing security and logistics support to various construction/commercial companies in the Middle East.

Costs of services. Costs of services are comprised of direct labor, direct material, subcontractor costs, other direct costs and overhead. Other direct costs include travel, supplies and other miscellaneous costs. Costs of services increased from $367.0 million in the three months ended July 2, 2004 to $378.7 million in the three months ended July 1, 2005, or an increase of $11.7 million. The increase in costs of services is directly related to the increase in revenue, and as a percentage of revenue costs of services dropped from 90.2% in the three months ended July 2, 2004 to 89.1% in the three months dated July 1, 2005. This reduction as a percentage of revenue was due to the increased overhead absorption resulting from higher revenues, and the shift in the contract mix discussed above.

Selling, general and administrative expenses. Selling, general and administrative, or SG&A, expenses are primarily for functions such as management, legal, financial accounting, contracts and administration, human resources, management information systems, purchasing, and business development. SG&A for the three months ended July 2, 2004 was $15.7 million and increased to $19.2 million for the three months ended July 1, 2005, or an increase of 22.2%. As a percent of revenue, SG&A increased from 3.8% in the three months ended July 2, 2004 to 4.5% in the three months ended July 1, 2005. Included in the three months ended July 1, 2005, period were one-time retention bonuses of $2.0 million related to the 2005 Acquisition. This amount was forecasted and funded as part of the transaction expenses, but for accounting purposes was required to be expensed over the six months following the close of the 2005 Acquisition. Adjusting for the retention agreements, SG&A increased from 3.8% in the three months ended July 2, 2004 to 4.0% in the three months ended July 1, 2005, or in total dollars from $15.7 million to $17.2 million. This increase was primarily the result in growth in SG&A expenses related to selling, accounting and the related security for efforts in the Middle East.

Depreciation and amortization. Depreciation and amortization, or D&A, increased from $1.8 million in the three months ended July 2, 2004 to $10.7M in the three months ended July 1, 2005, or an increase of $8.9 million. This increase was primarily due to the change in the amortization amounts. Amortization in the three months ended July 2, 2004 was based on the DynCorp International portion of the amortization related to the

47

Computer Sciences Corporation purchase of DynCorp in March 2003. The amortization for the three months ended July 1, 2005 was based on the Veritas purchase of DynCorp International in February 2005, and an independent valuation study to allocate the purchase price between goodwill and intangibles.

Interest expense. During the three months ended July 2, 2004, we did not incur any interest expense because it was recorded at the Computer Sciences Corporation corporate level and not pushed down to the operating entities. During the three months ended July 1, 2005 $13.8 million of interest expense was incurred and included both the interest costs applicable to the three months, as well as amortization of the deferred financing fees resulting from the 2005 Acquisition.

Income tax expense. Income tax expense for the three months ended July 1, 2005 of $0.6 million which is a decrease of $7.9 million or 91.9% from the three months ended July 2, 2004. The primary reason for the decrease relates to the factors previously mentioned resulting in lower earnings before taxes in the current year. In addition to the decline in current year tax expense attributable to lower earnings before tax, the current year tax expense includes the reversal of a deferred tax valuation allowance recorded in prior periods.

Our Segments

The following table sets forth the revenues and earnings before interest and taxes for our Field Technical Services and International Technical Services operating divisions, both in dollars and as a percentage of our consolidated revenues, for the three months ended July 1, 2005, as compared to the three months ended July 2, 2004.

	Immediate Predecessor Period					Successor Period
	Three Months Ended July 1, 2005					Three Months Ended July 2, 2004
	(dollars in thousands)
Revenues
Field Technical Services	$	169,452		39.9	%	$	172,942		42.5	%
International Technical Services		255,603		60.1			233,954		57.5
Other (1)		0		0.0			(2	)	0.0
Consolidated	$	425,055		100.0	%	$	406,894		100.0	%
Earnings before Interest and Taxes
Field Technical Services	$	7,678		1.8	%	$	11,576		2.8	%
International Technical Services		10,181		2.4			10,768		2.6
Other (1)		(1,306	)	(0.3	)		131		0.0
Consolidated	$	16,553		3.9	%	$	22,475		5.5	%

(1) Consists of joint venture revenues not allocated to a specific segment.

Field Technical Services

Revenues. Revenues for the three months ended July 1, 2005 were $169.5 million, a decrease of $3.4 million, or 2.0%, from $172.9 million for the three months ended July 2, 2004. The reduced revenue was primarily due to reduced workload under the Contract Field Teams contract for maintenance, repair and refurbishment of weapons systems, and the Al Salam contract ending. Partially offsetting these reductions were increased revenue on the Global Air Traffic Management modification under the LCCS contract, ramp up of the AH-1/UH-1 contract, and increased workload under the army Prepositioned Stocks Afloat program.

48

Earnings before interest and taxes. Earnings before interest and taxes for the three months ended July 1, 2005 were $7.7 million, a decrease of $3.9 million, or 33.6%, from $11.6 million for the three months ended July 2, 2004. Earnings before interest and taxes as a percentage of revenue for the three months ended July 1, 2005 was 4.5% compared to 6.7% for the three months ended July 2, 2004. The decrease in earnings before interest and taxes is primarily the result of increased amortization of customer intangibles due to the 2005 Acquisition.

International Technical Services

Revenues. Revenues for the three months ended July 1, 2005 were $255.6 million, an increase of $21.6 million, or 9.2%, from $234.0 million for the three months ended July 2, 2004. The higher revenue was primarily due to increased revenues from our Civilian Police, and Worldwide Personal Protective Services programs. The increased revenue under our Civilian Police program was due to our entering into a new Civilian Police contract in February 2004, for law enforcement training in the Middle East. The increased revenue under our Worldwide Personal Protective Services program was due to increased security task orders in the Middle East. The decrease in earnings before interest and taxes was primarily the result of increased amortization of customer intangibles due to the 2005 Acquisition.

Earnings before interest and taxes. Earnings before interest and taxes for the three months ended July 1, 2005 were $10.2 million, a decrease of $0.6 million, or 5.6%, from $10.8 million for the three months ended July 2, 2004. Earnings before interest and taxes as a percentage of revenue for the three months ended July 1, 2005 was 4.0% compared to 4.6% for the three months ended July 2, 2004. The decrease in earnings before interest and taxes is primarily the result of increased amortization of customer intangibles due to the 2005 Acquisition partially offset by higher margins due to the change in contract mix.

Fiscal Year Ended April 1, 2005 Pro Forma Compared to the Fiscal Year Ended April 2, 2004

The following discussion provides a comparison of the pro forma results of operations for the successor company for the fiscal year ended April 2, 2005 with the historical results of the immediate predecessor company for the fiscal year ended April 2, 2004. The discussion is provided for comparative purposes only, but the value of such a comparison may be limited. The information in this section should be read in conjunction with the consolidated financial statements, summary consolidated historical and pro forma financial data, and the related notes contained elsewhere in this prospectus.

Consolidated

Revenues. Revenues for the fiscal year ended April 1, 2005 pro forma were $1,920.9 million, an increase of $706.6 million, or 58.1%, from $1,214.3 million for the fiscal year ended April 2, 2004. The largest amount of this increase was $494.6 million under the Civilian Police program, which includes both the current Civilian Police contract that was awarded in February 2004 as well as predecessor contracts for similar police training activity in support of the Department of State. This increase was primarily due to additional and expanded task orders in the Middle East to provide police and other law enforcement training. Other revenue increases occurred on the Worldwide Personal Protective Services contract of $71.6 million as a result of additional work in the Middle East, and $72.8 million on the Contract Field Teams program due to higher manning requirements. These higher manning requirements were primarily due to increased equipment maintenance due to higher usage. These revenue increases were offset by decreases on DynMarine programs of $15.7 million and the Al Salam contract of $13.5 million. The decrease in DynMarine revenue was a result of the loss of the Oceangraphics Ship contract, and the decrease on the Al Salam contract was a result of the customer not extending the contract and performing the work itself.

Costs of services. Costs of services for the fiscal year ended April 1, 2005 pro forma were $1,741.5 million, an increase of approximately $634.9 million, or 57.4%, from approximately $1,106.6 million for fiscal year ended April 2, 2004. For the fiscal year ended April 1, 2005 pro forma, costs of services as a percentage of

49

revenue decreased to 90.8% from 91.1% for the fiscal year ended April 2, 2004. This decrease was due to increased overhead absorption resulting from higher revenues and a change in the contract mix. The contract mix in the fiscal year ended April 2, 2004 was 44% cost reimbursable, with the balance being either time and material or fixed price. The percentage of cost reimbursable dropped to 34% for the entire fiscal year ending April 1, 2005 pro forma, with a resulting increase in the time and material or fixed price portion.

Selling, general and administrative. Selling, general, and administrative for the fiscal year ended April 1, 2005 pro forma were $66.4 million, an increase of $18.0 million, or 37.2%, from $48.4 million for the fiscal year ended April 2, 2004. For the fiscal year ended April 1, 2005 pro forma, selling, general and administrative expense as a percentage of revenue decreased to 3.5% from 4.0%. This decrease was due to lower increases as a percentage of sales for business development spending as revenue growth accelerated.

Depreciation and amortization. Depreciation and amortization expense for the fiscal year ended April 1, 2005 pro forma was $41.0 million, an increase of $32.9 million, or 406.2%, from $8.1 million for fiscal year ended April 2, 2004. This increase was primarily due to the amortization of intangible assets. Intangible assets valued in connection with the February 11, 2005 Acquisition were significantly higher than previous values assigned in connection with the Computer Sciences Corporation Acquisition.

Income tax expense. Income tax expense for the fiscal year ended April 1, 2005 was $6.2 million, a decrease of $13.7 million from $19.9 million for the fiscal year ended April 2, 2004. This decrease is primarily the result of reduced income before tax as a result of the addition of interest expense, which was not pushed down to the operating units during the immediate predecessor period, and the increase in amortization discussed above, as the effective tax rates for the fiscal year ended April 1, 2005 and April 2, 2004 were 36.9% and 38.9%, respectively. The reduction in the overall effective tax rate is a result of a greater percentage of the income before tax being from outside the United States, so the overall state tax is reduced as a percentage of income before tax.

The Period April 3, 2004 to February 11, 2005 and the Period February 12, 2005 to April 1, 2005

Other items impacting the immediate predecessor period April 3, 2004 to February 11, 2005 or the successor period February 12, 2005 to April 1, 2005 are discussed below:

Depreciation and Amortization

During the immediate predecessor period, the amortization of intangibles was based on appraised values of the customer contracts and related customer relationships that were determined on a by-contract basis done at the time of the Computer Sciences Corporation purchase of DynCorp with the assistance of a third party. As a result of the Transactions, we have received preliminary estimates for the intangible assets, and the amounts will be finalized with the anticipated completion of the third-party review during the second quarter of fiscal 2006.

Interest Expense

During the immediate predecessor period, interest expense was recorded at the parent level and was not allocated down to the operating units. As a result of the Transactions, we have incurred significant long-term debt. Interest expense during the successor period is based on the terms and conditions of this long-term debt. Refer to the financial statements for a discussion of the terms and amounts of this long-term debt.

50

Our Segments

The following table sets forth the revenues and earnings before interest and taxes for our Field Technical Services and International Technical Services operating divisions, both in dollars and as a percentage of our consolidated revenues, on a pro forma basis for the fiscal year ended April 1, 2005 as compared with the fiscal year ended April 2, 2004, as well as for the period April 3, 2004 to February 11, 2005, and the period February 12, 2005 to April 1, 2005:

	Immediate Predecessor Period										Successor Period					Pro Forma for the Year Ended April 1, 2005
	For the Fiscal Year Ended April 2, 2004					Period from April 3, 2004 to February 11, 2005					Period from February 12, 2005 to April 1, 2005
	(dollars in thousands)
Revenues
Field Technical Services	$	582,476		48.0	%	$	594,480		35.9	%	$	93,674		35.1	%	$	688,154		35.8	%
International Technical Services		631,672		52.0			1,059,713		64.1			173,007		64.9			1,232,720		64.2
Other (1)		141		0.0			112		0.0			(77	)	0.0			35		0.0
Consolidated	$	1,214,289		100.0	%	$	1,654,305		100.0	%	$	266,604		100.0	%	$	1,920,909		100.0	%
Earnings before Interest and Taxes
Field Technical Services	$	25,144		2.1	%	$	27,755		1.7	%	$	3,662		1.4	%	$	24,086		1.3	%
International Technical Services		26,189		2.1			68,198		4.1			3,447		1.3			49,524		2.6
Other (1)		(113	)	0.0			(1,434	)	0.0			76		0.0			(1,623	)	(0.1	)
Consolidated	$	51,220		4.2	%	$	94,519		5.8	%	$	7,185		2.7	%	$	71,987		3.8	%

(1) Consists of joint venture revenues not allocated to a specific segment.

Field Technical Services

Revenues. Revenues for the fiscal year ended April 1, 2005 pro forma were $688.2 million, an increase of $105.7 million, or 18.1%, from $582.5 million for the fiscal year ended April 2, 2004. This increase was primarily due to increased revenues under our Contract Field Teams program and, to a lesser extent, our Army Prepositioned Stocks Afloat program. This was offset by a reduction in revenue under the Al Salam contract, which was not extended.

Earnings before interest and taxes. Earnings before interest and taxes for the fiscal year ended April 1, 2005 pro forma were $24.1 million, a decrease of $1.0 million, or 4.0%, from $25.1 million for the fiscal year ended April 2, 2004. Earnings before interest and taxes as a percentage of revenue for the fiscal year ended April 1, 2005 pro forma was 3.5% compared to 4.3% for the fiscal year ended April 2, 2004. This reduction was due to the increased amortization resulting from the Transactions and offset by an improvement in contract performance on the Contract Field Teams contract due to increased absorption of fixed costs.

International Technical Services

Revenues. Revenues for the fiscal year ended April 1, 2005 pro forma were $1,232.7 million, an increase of $601.0 million, or 95.1%, from $631.7 million for the fiscal year ended April 2, 2004. This increase was primarily due to an increase in revenues from our Civilian Police and Worldwide Personal Protective Services

51

programs. The revenue increase under our Civilian Police program was due to our entering into a new Civilian Police contract in February 2004, reflecting initial stages of law enforcement training in the Middle East. The revenue increase under our Worldwide Personal Protective Services program was due to increased security contracts in Iraq. These increases were partially offset by a decrease in our War Reserve Materials program revenues as activity under this program has returned to historical levels after a short term increase due to recent wartime activity.

Earnings before interest and taxes. Earnings before interest and taxes for the fiscal year ended April 1, 2005 pro forma were $49.5 million, an increase of $23.3 million, or 88.9%, from $26.2 million for the fiscal year ended April 2, 2004. Earnings before interest and taxes as a percentage of revenue for the fiscal year ended April 1, 2005 pro forma was 4.0% compared to 4.1% for the fiscal year ended April 2, 2004. This reduction in earnings before interest and taxes as a percentage of revenue was due to the increased amortization resulting from the Transactions and offset by an improvement in contract margin due to the change in the mix of contracts types with a greater percentage of our programs performed under time and material or fixed price contracts versus lower margin cost reimbursable contracts.

Fiscal Year Ended April 2, 2004 Compared to Period from March 30, 2002 to March 7, 2003

Consolidated

Revenues. Revenues for the year ended April 2, 2004 were $1,214.3 million, an increase of $355.2 million, or 41.3%, from $859.1 million for the period from March 30, 2002 to March 7, 2003. The period from March 30, 2002 to March 7, 2003 had 28 fewer days than the fiscal year ended April 2, 2004. The average revenue per day during the period March 30, 2002 to March 7, 2003 was $2.5 million per day or $70.0 million for 28 days or 19.7% of the total revenue increase. The increase was primarily due to increased revenues generated from our Contract Field Teams, Civilian Police and War Reserve Materials programs. The revenue increase under our Contract Field Teams program was due to the long-term trends of increased government outsourcing and increased equipment maintenance due to higher usage. The revenue increase under our Civilian Police program was due to our entering into a new Civilian Police contract in February 2004, reflecting the initial stages of law enforcement training in the Middle East. The revenue increase from our War Reserve Materials contract was primarily due to the repositioning of Air Force equipment to support the war in Iraq. These increases were partially offset by decreases in our Logistics Civil Augmentation Program and Army Prepositioned Stocks Afloat programs. The decrease in revenue from our Logistics Civil Augmentation Program was due to the expiration of the contract. The decrease in revenue from our Army Prepositioned Stocks Afloat program was due to a temporary drop related to increased equipment deployed to Iraq, therefore creating less maintenance work on equipment in depots.

Cost of services. Cost of services for the year ended April 2, 2004 was approximately $1,106.6 million, an increase of $319.0 million, or 40.5%, from approximately $787.6 million for the period from March 30, 2002 to March 7, 2003. For the year ended April 2, 2004, cost of services as a percentage of revenue decreased to 91.1% from 91.7%. This decrease was primarily due to certain contracts that contain contract volume pricing where at higher volumes revenues are positively impacted. This improvement was partially offset by lower margins on certain new programs.

Selling, general and administrative expenses. Selling, general and administrative expenses for the year ended April 2, 2004 were $48.4 million, an increase of $8.1 million, or 20.1%, from $40.3 million for the period from March 30, 2002 to March 7, 2003. For the year ended April 2, 2004, the selling, general and administrative expense as a percentage of revenue decreased to 4.0% from 4.7%. This decrease was primarily due to lower increases in spending as revenue growth accelerated.

Depreciation and amortization. Depreciation and amortization expense for the year ended April 2, 2004 was $8.1 million, an increase of $7.7 million, or 1925%, from $0.4 million for the period from March 30, 2002 to

52

March 7, 2003. This increase was primarily due to the amortization associated with definite life intangible assets that resulted from Computer Sciences Corporation’s purchase of DynCorp. The amortization associated with definite life intangible assets was $7.9 million for the fiscal year ended April 2, 2004.

Income tax expense. Income tax expense for the year ended April 2, 2004 was $19.9 million, an increase of $7.9 million, or 65.8%, from $12.0 million for the period from March 30, 2002 to March 7, 2003. This increase is consistent with the increase in net income before tax as the effective tax rate for the year ended April 2, 2004 and the period from March 30, 2002 to March 7, 2003 was 38.9% and 38.8%, respectively.

Our Segments

The following table sets forth the revenues and earnings before interest and taxes for our Field Technical Services and International Technical Services operating divisions, both in dollars and as a percentage of our consolidated revenues, for the fiscal year ended April 2, 2004 as compared to the period from March 30, 2002 to March 7, 2003.

	Immediate Predecessor Period					Original Predecessor Period
	Fiscal Year Ended April 2, 2004					Period from March 30, 2002 to March 7, 2003
	(dollars in thousands)
Revenues
Field Technical Services	$	582,476		48.0	%	$	447,721		52.1	%
International Technical Services		631,672		52.0			411,552		47.9
Other (1)		141		0.0			(161	)	0.0
Consolidated	$	1,214,289		100.0	%	$	859,112		100.0	%
Earnings before Interest and Taxes
Field Technical Services	$	25,144		2.1	%	$	15,969		1.9	%
International Technical Services		26,189		2.1			18,702		2.2
Other (1)		(113	)	0.0			(3,875	)	0.5
Consolidated	$	51,220		4.2	%	$	30,796		3.6	%

(1) Consists of joint venture revenues not allocated to a specific segment.

Field Technical Services

Revenues. Revenues for the year ended April 2, 2004 were $582.5 million, an increase of $134.8 million, or 30.1%, from $447.7 million for the period from March 30, 2002 to March 7, 2003. The period from March 30, 2002 to March 7, 2003 had 28 fewer days than the fiscal year ended April 2, 2004. The average revenue per day for the Field Technical Services Segment during the period March 30, 2002 to March 7, 2003 was $1.3 million per day or $36.4 million for 28 days or 27.0% of the total revenue increase. The higher revenues were primarily due to increased revenues under our Contract Field Teams and Life Cycle Contractor Support programs. The increased revenue from our Contract Field Teams program was due to long-term trends of increased government outsourcing and increased equipment maintenance due to higher usage. The revenue increase in our Life Cycle Contractor Support program was due to higher deployment levels. These increases were partially offset by a reduction in revenue in our Army Prepositioned Stocks Afloat program due to a temporary drop related to increased equipment deployed to Iraq, therefore creating less maintenance work on equipment in depots.

Earnings before interest and taxes. Earnings before interest and taxes for the year ended April 2, 2004 were $25.1 million, an increase of $9.1 million, or 56.9%, from $16.0 million for the period from March 30, 2002 to

53

March 7, 2003. Earnings before interest and taxes as a percentage of revenue for the year ended April 2, 2004 was 4.3% compared to 3.6% for the period from March 30, 2002 to March 7, 2003. This improvement was due to certain contracts that achieved higher volumes that contain contract volume pricing where at higher volumes the margins are positively impacted.

International Technical Services

Revenues. Revenues for the year ended April 2, 2004 were $631.7 million, an increase of $220.1 million, or 53.5%, from $411.6 million for the period from March 30, 2002 to March 7, 2003. The period from March 30, 2002 to March 7, 2003 had 28 fewer days than the fiscal year ended April 2, 2004. The average revenue per day for the International Technical Services Segment during the period March 30, 2002 to March 7, 2003 was approximately $1.2 million per day or $33.6 million for 28 days or 15.3% of the total revenue increase. The higher revenue was primarily due to increased revenues from our Civilian Police, War Reserve Materials, Worldwide Personal Protective Services and International Narcotics and Law Enforcement programs. The increased revenue under our Civilian Police program was due to our entering into a new Civilian Police contract in February 2004, reflecting the initial stages of law enforcement training in the Middle East. The increase revenue under our War Reserve Materials program was primarily due to the repositioning of Air Force equipment to support the war in Iraq. The increased revenue under our Worldwide Personal Protective Services program was due to increased security contracts in Iraq. The increased revenue from our International Narcotics and Law Enforcement contract was due to activities related to illegal drug eradication. These increases were partially offset by a decrease in revenues from our Logistics Civil Augmentation Program due to the expiration of the contract.

Earnings before interest and taxes. Earnings before interest and taxes for the year ended April 2, 2004 were $26.2 million, an increase of $7.5 million, or 40.1%, from $18.7 million for the period from March 30, 2002 to March 7, 2003. Earnings before interest and taxes as a percentage of revenue for the year ended April 2, 2004 was 4.1% compared to 4.5% for the period from March 30, 2002 to March 7, 2003. This decrease was due to several lower performance-based payments, a non-recurring cost associated with our War Reserve Materials contract and certain start-up costs associated with other contracts.

Liquidity and Capital Resources

The following table sets forth cash flow data for the periods indicated therein:

	Original Predecessor Period			Immediate Predecessor Period						Successor Period			Immediate Predecessor Period			Successor Period
	Period from March 30, 2002 to March 7, 2003			Fiscal Year Ended April 2, 2004			Period from April 3, 2004 to February 11, 2005			49 Days Ended April 1, 2005			Three Months Ended July 2, 2004			Three Months Ended July 1, 2005
Net Cash (Used in) Provided by Operating Activities	$	(10,331	)	$	(6,756	)	$	(2,092	)	$	(31,240	)	$	5,573		$	52,373
Net Cash Used in Investing Activities		(920	)		(2,292	)		(10,707	)		(869,394	)		(2,628	)		(912	)
Net Cash Provided by (Used in) Financing Activities		13,191			11,017			14,325			906,072			(6,948	)		(36,346	)

Historically, we financed our capital and working capital requirements through a combination of cash flows from operating activities and transfers from the predecessor parent companies. We did not incur interest-bearing debt during the two years ended April 2, 2004, the three months ended July 2, 2004, and the period from April 3, 2004 to February 11, 2005. In connection with the 2005 Acquisition, DynCorp International has a $75.0 million revolving credit facility available to fund working capital and other cash requirements not funded from ongoing

54

operations. Leading up to the 2005 Acquisition, Computer Sciences Corporation accelerated collection of receivables where possible and delayed payments to vendors and subcontractors. As a result, we had to draw $20.0 million on the revolver shortly after the closing of the 2005 Acquisition, and as of April 1, 2005 the outstanding balance was $35.0 million. We repaid our revolver during the three months ended July 1, 2005.

Cash and cash equivalents at the end of the three months ended July 1, 2005 were $28.6 million versus the three months ended July 2, 2004 when we had an ending balance of $2.5 million. Due to the 2005 Acquisition, these amounts are not comparable as of July 2, 2004 DynCorp International was part of Computer Sciences Corporation and therefore cash was swept directly into Computer Sciences Corporation accounts where possible. As of July 1, 2005, we had $664.1 million of indebtedness, including the New Notes and excluding interest accrued thereon, of which $344.1 million was secured. On the same date, we had approximately $69.9 million of availability under our senior secured credit facility (which gives effect to $5.1 million of outstanding letters of credit which reduced our availability by that amount). As of July 1, 2005, approximately $344.1 million, of our indebtedness would have ranked senior to, or pari passu with, the New Notes, excluding $5.1 million of outstanding letters of credit.

Cash Flows

Net cash provided by operating activities for the three months ended July 1, 2005 was $52.4 million, while net cash provided by operating activities for the three months ended July 2, 2004 was $5.6 million.

Net cash used in operating activities for the period February 12, 2005 through April 1, 2005 was $31.2 million. This cash requirement during the seven week period was primarily the result of a $58.3 million dollar increase in accounts receivable, partially offset by increases in accounts payable and accruals of $12.0 million, and prepaid expenses and other current assets of $9.9 million. The primary driver behind the increase in accounts receivable was the timing of collections before and after the 2005 Acquisition. Net Cash used in operating activities for the period April 3, 2004 to February 11, 2005 was $2.1 million, while net cash used in operating activities for the fiscal year ended April 2, 2004 was $6.8 million. This increase in operating cash flows was due primarily to a significant increase in accounts receivable more than offset by an increase in net income and accounts payable and accruals also related to growth in our revenues. The increase in accounts receivable was related to overall growth in our revenue and an increase in unbilled receivables for revenue under our Civilian Police program, which we were not able to bill until we received contract modification.

Net cash used in operating activities for the year ended April 2, 2004 was $6.8 million, while net cash used in operating activities for the period from March 30, 2002 to March 7, 2003 was $10.3 million. The period from March 30, 2002 to March 7, 2003 had 28 fewer days than the fiscal year ended April 2, 2004. This decrease in net cash used in operating activities was due primarily to increased net income due to a significant increase in revenue resulting from new contracts, an increase in accounts payables and accruals and an increase in depreciation and amortization expense, offset by an increase in accounts receivable.

Net cash used in investing activities was $0.5 million, $2.6 million, $10.7 million, $2.3 million, and $0.9 million for the three months ended July 1, 2005, the three months ended July 2, 2004, the period April 3, 2004 to February 11, 2005, the fiscal year ended April 2, 2004, and the period from March 30, 2002 to March 7, 2003, respectively. This use of cash is due primarily to the purchase of property and equipment.

Net cash used in financing activities was $36.3 million and $6.9 million for the three months ended July 1, 2005 and July 2, 2004, respectively. The cash used in financing activities during the three months ended July 1, 2005 is due to repayment of borrowings under our revolving credit facility in the amount of $35.0 million, scheduled repayment of our bank note borrowings in the amount of $0.9 million and the purchase of an interest rate cap which limits our exposure to upward movements in interest rates on variable rate debt. The cash flow provided by financing activities was $14.3 million, $11.0 million, and $13.2 million for the period April 3, 2004 to February 11, 2005, the fiscal year ended April 2, 2004, and the period from March 30, 2002 to March 7, 2003, respectively. This cash flow is due to net transfers from our predecessor parents.

55

We expect that cash generated from operating activities and availability under our senior secured credit facility will be our principal sources of liquidity. Based on our current level of operations, we believe our cash flow from operations and available borrowings under our senior secured credit facility will be adequate to meet our liquidity needs for at least the next twelve months. We cannot assure you, however, that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our senior secured credit facility in an amount sufficient to enable us to repay our indebtedness, including the notes, or to fund our other liquidity needs. Servicing our indebtedness will require a significant amount of cash. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations, including making payments on the notes.

Debt and Other Obligations

Concurrently with the offering of our senior subordinated notes, we entered into our senior secured credit facility. Our senior secured credit facility provides us with a $345.0 million term loan, maturing in 2011, and up to $75.0 million in available revolving loan borrowings, maturing in 2010. As of July 1, 2005, we had $664.1 million of indebtedness including the New Notes and excluding interest accrued thereon, of which $344.1 million was secured. On the same date, we had approximately $69.9 million available under our senior secured credit facility (which gives effect to $5.1 million of outstanding letters of credit which reduced our availability by that amount). As of July 1, 2005, approximately $344.1 million of our indebtedness would have ranked senior to, or pari passu with, the new Notes, excluding $5.1 million of outstanding letters of credit.

Our senior secured credit facility contains financial covenants, including a minimum interest coverage ratio and a maximum total debt to EBITDA ratio, and places certain restrictions on our ability to make capital expenditures. These financial ratios include a minimum interest coverage ratio and a maximum leverage ratio. The interest coverage ratio is the ratio of EBITDA (as defined in our senior revolving credit facility) to cash interest expense for trailing quarters. The minimum interest coverage ratio increases from 2:1 to 3.2:1 during the term of the senior secured credit facility. The maximum leverage coverage ratio decreases from 6:1 to 3:1 during the term of the senior secured credit facility. The Senior Secured Credit Facility also restricts the maximum amount of our capital expenditures during each year of the senior credit facility. Capital expenditures are expenditures that are required by generally accepted accounting principles to be included in the “purchase of property and equipment.” Our senior secured credit facility is secured by substantially all of our assets and the assets of our domestic subsidiaries, and by a pledge of all of the capital stock of our domestic subsidiaries, and 65% of the capital stock of our first tier foreign subsidiaries. The initial borrowings thereunder are subject to customary closing conditions. As of July 1, 2005, we had $664.1 million of indebtedness including the New Notes and excluding interest accrued thereon, of which $344.1 million was secured. On the same date, we had approximately $69.9 million available under our senior secured credit facility (which gives effect to $5.1 million of outstanding letters of credit which reduced our availability by that amount). As of July 1, 2005, approximately $344.1 million of our indebtedness would have ranked senior to or pari passu with, the new Notes, excluding $5.1 million of outstanding letters of credit. For more information regarding our senior secured credit facility, see “Description of Material Indebtedness.”

Our capital expenditures are primarily related to contractual requirements. We spent an aggregate of approximately $0.5 million and $8.7 million for capital expenditures primarily relating to the purchase of vehicles, equipment and for certain leasehold improvements in the three months ended July 1, 2005, and in fiscal 2005, respectively. We customarily lease our vehicles and equipment however Computer Sciences Corporation, our former parent, elected to purchase certain equipment in fiscal 2005. As a result fiscal 2005 capital expenditures of $8.7 million were significantly higher. The fiscal 2004 capital expenditures of $2.0 million were due to this a one time vehicle and equipment, purchases for the Andrews contract, and leasehold improvements required for the AH-1/UH-1 contract. We intend to continue our practice of leasing our vehicles and equipments in the future.

56

Contractual Commitments

The following table represents our contractual commitments associated with our debt and other obligations as of July 1, 2005:

	Last nine months of Fiscal 2006		Fiscal 2007		Fiscal 2008		Fiscal 2009		Fiscal 2010		Thereafter		Total
	(in millions)
Contractual Obligations
Senior Secured Credit Facility
Term Loan	$	1.7	$	3.5	$	3.5	$	4.3	$	3.5	$	327.6	$	344.1
Revolving Credit Facility (1)		—		—		—		—		—		—		—
New Notes		—		—		—		—		—		320.0		320.0
Operating Leases (2)		12.2		3.1		1.7		0.2		—		—		17.2
Interest on Indebtedness (3)		39.0		52.0		52.0		52.0		52.0		52.0		299.0
Management Fee (4)		0.2		0.3		0.3		0.3		0.3		0.3		1.7
Total Contractual Obligations	$	53.1	$	58.9	$	57.5	$	56.8	$	55.8	$	699.9	$	982.0

(1) Assumes that our revolving credit facility will be undrawn. Also does not include outstanding letters of credit which, as of July 1, 2005, were approximately $5.1 million.

(2) The $12.2 million for fiscal 2006 represents the operating leases and rental expense for the full year. For additional information about our operating leases, see Note 11 to our financial statements presented elsewhere in this prospectus.

(3) Represents interest expense calculated using interest rates of (i) 6.30% on our $345 million term loan, and (ii) 9.50% on the Original Notes. Assumes no repayment on indebtedness.

(4) For additional information on the management fee, see “Certain Relationships and Related Transactions—Management Fee.”

Off-Balance-Sheet Arrangements

As of July 1, 2005, other than the operating leases discussed above, we had no off-balance-sheet arrangements.

57

Qualitative and Quantitative Information about Market Risk

We have exposure to financial market risks, including changes in interest rates, foreign currency exchange rates and other relevant market prices.

Interest Rate Risk

We have interest rate risk relating to changes in interest rates on our variable rate debt. Our policy is to manage interest rate exposure through the use of a combination of fixed and floating rate debt instruments. Our senior secured credit facility is a variable rate arrangement. The interest rate is based on a floating eurodollar benchmark rate plus a fixed spread. As of July 1, 2005, we had $664.1 million of indebtedness including the New Notes and excluding interest accrued thereon, of which $344.1 million was secured. On the same date, we had approximately $69.9 million available under our senior secured credit facility (which gives effect to $5.1 million of outstanding letters of credit). As of July 1, 2005, approximately $344.1 million of our indebtedness would have ranked senior to or pari passu with the new Notes, excluding $5.1 million of outstanding letters of credit. Each quarter point change in interest rates results in approximately $0.9 million change in annual interest expense on the term loan and, assuming the entire revolving loan were drawn, a $187,500 change in annual interest expense on the revolving loan. Subsequent to April 1, 2005, we entered into an interest rate cap agreement that limits the maximum interest rate for $172.5 million of the term loan over the next three years.

The table below provides information about our fixed rate and variable rate long-term debt agreements as of July 1, 2005:

	Expected Maturity As of July 1, 2005 Fiscal Year														Average Interest Rate
	2006		2007		2008		2009		2010		Thereafter		Total
	(in millions)
Fixed rate	$	—	$	—	$	—	$	—	$	—	$	320.0	$	320.0	9.5	%
Variable rate		1.7		3.5		3.5		4.3		3.5	$	327.6	$	344.1	6.3	%
Total debt	$	1.7	$	3.5	$	3.5	$	4.3	$	3.5	$	647.6	$	664.1

The carrying amount of our borrowings under our senior secured credit facility approximates fair value based on the variable interest rates of this debt. The carrying value of our other long-term debt approximates fair value based on our recent issuance. The above table does not give effect to $5.1 million of outstanding letters of credit as of July 1, 2005.

Foreign Currency Exchange Rate Risk

We are exposed to changes in foreign currency rates. At present, we do not utilize any derivative instruments to manage risk associated with currency exchange rate fluctuations. We have determined local currencies are the functional currencies of certain foreign operations. Accordingly, these foreign entities translate assets and liabilities from their local currencies to U.S. dollars using year-end exchange rates while income and expense accounts are translated at the average rates in effect during the year. The resulting translation adjustment is recorded as accumulated other comprehensive (loss) income, or OCI. As of March 28, 2003, April 2, 2004, April 1, 2005 and July 1, 2005, the balance of currency translation adjustment included in OCI was an unrealized gain (loss) of $9,000, $7,000, $22,000 and $(9,000), respectively. Currency exchange rate fluctuations may also affect our competitive position in international markets as a result of their impact on our profitability and the pricing offered to our non-US customers.

58

Effects of Inflation

We have generally been able to anticipate increases in costs when pricing our contracts. Bids for longer-term fixed-price and time-and-materials type contracts typically include sufficient labor and other cost escalations in amounts expected to cover cost increases over the period of performance. Consequently, because costs and revenues include an inflationary increase commensurate with the general economy where we operate in, net income as a percentage of revenues have not been significantly impacted by inflation.

Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board revised Statement of Financial Accounting Standards No. 123 (SFAS 123), “Accounting for Stock Based Compensation.” The revised SFAS 123 (SFAS 123(R)), “Share-Based Payment,” supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS 123(R) requires companies to measure and recognize compensation expense for all stock-based payments at fair value. It is effective no later than the beginning of the first interim or annual reporting period that begins after June 15, 2005, which will be our second quarter of fiscal year 2006. We currently do not have, or plan to have, any stock based compensation that would fall under SFAS 123. If we implement a stock based compensation plan in the future, we will adopt SFAS 123 at that time.

59

THE EXCHANGE OFFER

General

The issuers issued and sold the Original Notes on February 11, 2005, or the Closing Date, in a transaction exempt from the registration requirements of the Securities Act. The initial purchasers of the Original Notes subsequently resold them to qualified institutional buyers in reliance on Rule 144A and to persons outside the United States in reliance on Regulation S under the Securities Act.

In connection with the sale of Original Notes to the initial purchasers, the holders of the Original Notes became entitled to the benefits of an A/B exchange registration rights agreement dated the Closing Date between the issuers, our domestic subsidiaries that guaranteed the Original Notes and the initial purchasers, or Registration Rights Agreement.

Under the Registration Rights Agreement, the issuers became obligated to file a registration statement in connection with an exchange offer within 180 days after the Closing Date and use their reasonable best efforts to cause the exchange offer registration statement to become effective within 270 days after the Closing Date. The exchange offer being made by this prospectus, if consummated within the required time periods, will satisfy the issuers’ obligations under the Registration Rights Agreement. This prospectus, together with the letter of transmittal, is being sent to all beneficial holders known to the issuers.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, the issuers will accept all Original Notes properly tendered and not withdrawn on or prior to the expiration date. The issuers will issue $1,000 principal amount of New Notes in exchange for each $1,000 principal amount of outstanding Original Notes accepted in the exchange offer. Holders may tender some or all of their Original Notes pursuant to the exchange offer.

Based on no-action letters issued by the staff of the SEC to third parties, the issuers believe that holders of the New Notes issued in exchange for Original Notes may offer for resale, resell and otherwise transfer the New Notes, other than any holder that is an affiliate of the issuers within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. This is true as long as the New Notes are acquired in the ordinary course of the holder’s business, the holder has no arrangement or understanding with any person to participate in the distribution of the New Notes and neither the holder nor any other person is engaging in or intends to engage in a distribution of the New Notes. Each broker-dealer that receives New Notes pursuant to the exchange offer must deliver a prospectus in connection with the resale of the New Notes. If the broker-dealer acquired the Original Notes as a result of market-making or other trading activities, such broker-dealer must use the prospectus for the exchange offer, as supplemented or amended, in connection with resales of New Notes. Broker-dealers who acquired the Original Notes directly from the issuers must, in the absence of an exemption from registration, comply with the registration and prospectus delivery requirements of the Securities Act in connection with secondary resales and cannot rely on the position of the SEC staff enunciated in the Exxon Capital Holding Corp. no-action letter (available May 13, 1998). See “Plan of Distribution” for additional information. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the New Notes cannot rely on the no-action letters of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

The issuers will be deemed to have accepted validly tendered Original Notes when, as and if they have given oral or written notice of the acceptance of those notes to the exchange agent. The exchange agent will act as agent for the tendering holders of Original Notes for the purposes of receiving the New Notes from the issuers

60

and delivering New Notes to those holders. Pursuant to Rule 14e-1(c) of the Exchange Act, the issuers will promptly deliver the New Notes upon consummation of the exchange offer or return the Original Notes if the exchange offer is withdrawn.

If any tendered Original Notes are not accepted for exchange because of an invalid tender or the occurrence of the conditions set forth under “—Conditions” without waiver by the issuers, certificates or any of those unaccepted Original Notes will be returned, without expense, to the tendering holder of any of those Original Notes promptly upon expiration or termination of the exchange offer.

Holders of Original Notes who tender in the exchange offer will not be required to pay brokerage commissions or fees or, in accordance with the instructions in the letter of transmittal, transfer taxes with respect to the exchange of Original Notes, pursuant to the exchange offer. The issuers will pay all charges and expenses, other than taxes applicable to holders in connection with the exchange offer. See “—Fees and Expenses.”

Shelf Registration Statement

If (1) because of any change in law or in currently prevailing interpretations of the staff of the Securities and Exchange Commission, or SEC, the issuers are not permitted to effect the exchange offer; or (2) the exchange offer has not been completed within 310 days following the closing date; or (3) certain holders of the Original Notes are prohibited by law or SEC policy from participating in the exchange offer; or (4) in certain circumstances, certain holders of the registered New Notes so request; or (5) in the case of any holder that participates in the exchange offer, such holder does not receive New Notes on the date of the exchange that may be sold without restriction under state and federal securities laws, then the issuers will, in lieu of or in addition to conducting the exchange offer, file a shelf registration statement covering resales of the notes under the Securities Act as soon as reasonably practicable, but no later than 45 business days after the time of such obligation to file arises. The issuers agree to use all commercially reasonable efforts to (a) cause the shelf registration statement to become or be declared effective no later than 150 days after the shelf registration statement is filed and (b) use their reasonable best efforts to keep the shelf registration statement effective (other than during any blackout period) until the earlier of two years after the shelf registration becomes effective or such time as all of the applicable notes have been sold thereunder.

The issuers will, in the event that a shelf registration statement is filed, provide to each holder copies of the prospectus that is a part of the shelf registration statement, notify each such holder when the shelf registration statement for the notes has become effective and take certain other actions as are required to permit unrestricted resales of the notes. The issuers agree to supplement or make amendments to the shelf registration statement as and when required by the registration form used for the shelf registration statement or by the Securities Act or rules and regulations under the Securities Act for shelf registrations. The issuers agree to furnish to certain holders copies of any such supplement or amendment prior to its being used or promptly following its filing. A holder that sells notes pursuant to the Shelf Registration Statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a holder (including certain indemnification rights and obligations).

Notwithstanding anything to the contrary in the Registration Rights Agreement, upon notice to the holders of the notes, the issuers may suspend use of the prospectus included in any Shelf Registration statement in the event that and for a period of time, or blackout period, not to exceed an aggregate of 60 days in any twelve-month period (1) the issuers’ board of managers or board of directors, as applicable, or our parent’s board of directors determines, in good faith, that the disclosure of an event, occurrence or other item at such time could reasonably be expected to have a material adverse effect on the business, operations or prospects of us and our subsidiaries or (2) the disclosure otherwise relates to a material business transaction which has not been publicly disclosed and the issuers’ board of managers or board of directors, as applicable, or our parent’s board of directors determines, in good faith, that any such disclosure would jeopardize the success of the transaction or that disclosure of the transaction is prohibited pursuant to the terms thereof.

61

Special Interest

If the issuers fail to meet the targets listed in the three paragraphs immediately following this paragraph, then additional interest, which we refer to as Special Interest, shall accrue and become payable in respect of the notes at the rates set forth in the three numbered paragraphs immediately following this paragraph as follows (each event referred to in clauses (A) and (B) of each of the numbered paragraphs below constituting a registration default, and each period during which the registration default(s) has occurred and is continuing is a registration default period):

1. if (A) a registration statement on an appropriate registration form with respect to the exchange offer, or the Exchange Offer Registration Statement, is not filed with the SEC on or prior to 180 days after the Closing Date or (B) notwithstanding that the issuers have consummated or will consummate an exchange offer, the issuers are required to file a shelf registration statement and such shelf registration statement is not filed on or prior to the date required by the Registration Rights Agreement, then commencing on the day after either such required filing date, Special Interest shall accrue on the principal amount of the notes at a rate of 0.25% per annum for the first 90 days of the registration default period, at a rate of 0.50% per annum for the second 90 days of the registration default period, at a rate of 0.75% per annum for the third 90 days of the registration default period, and at a rate of 1.0% thereafter for the remaining portion of the registration default period; or

2. if (A) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to 270 days after the Closing Date or (B) notwithstanding that the issuers have consummated or will consummate an Exchange Offer, the issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the date required by the Registration Rights Agreement, then, commencing on the day after either such required effective date, Special Interest shall accrue on the principal amount of the notes at a rate of 0.25% per annum for the first 90 days of the registration default period, at a rate of 0.50% per annum for the second 90 days of the registration default period, at a rate of 0.75% per annum for the third 90 days of the registration default period, and at a rate of 1.0% thereafter for the remaining portion of the registration default period; or

3. if (A) the exchange offer has not been completed within 45 business days after the initial effective date of the Exchange Offer Registration Statement relating to the exchange offer or (B) any exchange registration statement or shelf registration statement required under the Registration Rights Agreement is filed and declared effective but thereafter is either withdrawn by the issuers or becomes subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted in the Registration Rights Agreement and including any blackout period permitting therein), then Special Interest shall accrue on the principal amount of the notes at a rate of 0.25% per annum for the first 90 days of the registration default period, at a rate of 0.50% per annum for the second 90 days of the registration default period, at a rate of 0.75% per annum for the third 90 days of the registration default period, and at a rate of 1.0% thereafter for the remaining portion of the registration default period;

provided, however, (x) that the Special Interest rate on the notes may not accrue under more than one of the foregoing clauses (1) – (3) at any one time and at no time shall the aggregate amount of Special Interest accruing exceed 1.0% per annum and (y) Special Interest shall not accrue under clause (3)(B) above during the continuation of a Blackout Period; provided, further, however, that (a) upon the filing of the Exchange Offer Registration Statement or a shelf registration statement (in the case of clause (1) above), (b) upon the effectiveness of the Exchange Offer Registration Statement or a shelf registration statement (in the case of clause (2) above), or (c) upon the exchange of New Notes for all notes tendered (in the case of clause (3) (A) above), or upon the effectiveness of the shelf registration statement which had ceased to remain effective (in the case of clause (3) (B) above), Special Interest on the notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.

No Additional Interest shall accrue with respect to notes that are not Registrable Notes, as defined in the Registration Rights Agreement.

62

Any amounts of Additional Interest due pursuant to clause (1), (2) or (3) above will be payable in cash on the same original interest payment dates as the notes.

Expiration Date; Extensions; Amendment

The term “expiration date” means 12:00 midnight, New York City time, on                     , 2005, which is 20 business days after the commencement of the exchange offer, unless the issuers extend the exchange offer, in which case, the term “expiration date” means the latest date to which the exchange offer is extended.

In order to extend the expiration date, the issuers will notify the exchange agent of any extension by oral or written notice and will issue a press release of the extension, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

The issuers reserve the right:

(a) to delay accepting of any Original Notes, to the extent in a manner compliant with Rule 14e-1(c) of the Exchange Act, to extend the exchange offer or to terminate the exchange offer and not accept Original Notes not previously accepted if the exchange offer violates any applicable law or interpretation by the staff of the SEC and such conditions shall not have been waived by them, if permitted to be waived by them, by giving oral or written notice of the delay, extension or termination to the exchange agent, or

(b) to amend the terms of the exchange offer in any manner deemed by them to be advantageous to the holders of the Original Notes.

The issuers will notify you as promptly as practicable of any delay in acceptance, extension, termination or amendment. If the exchange offer is amended in a manner determined by the issuers to constitute a material change, the issuers will promptly disclose the amendment in a manner intended to inform the holders of the Original Notes of the amendment. Depending upon the significance of the amendment, the issuers may extend the exchange offer if it otherwise would expire during the extension period. Any such extension will be made in compliance with Rule 14d-4(d) of the Exchange Act.

Without limiting the manner in which the issuers may choose to publicly announce any extension, amendment or termination of the exchange offer, the issuers will not be obligated to publish, advertise, or otherwise communicate that announcement, other than by making a timely release to an appropriate news agency.

Procedures for Tendering

To tender in the exchange offer, a holder must:

• complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal;

• have the signatures on the letter of transmittal guaranteed if required by instruction 3 of the letter of transmittal; and

• mail or otherwise deliver the letter of transmittal or the facsimile in connection with a book-entry transfer, together with the Original Notes and any other required documents.

To be validly tendered, the documents must reach the exchange agent by or before 12:00 midnight, New York City time, on the expiration date. Delivery of the Original Notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent on or prior to the expiration date.

The tender by a holder of Original Notes will constitute an agreement between that holder and the issuers in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

63

Delivery of all documents must be made to the exchange agent at its address set forth below. Holders may also request their brokers, dealers, commercial banks, trust companies or nominees to effect the tender for those holders.

The method of delivery of Original Notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of deliver by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery to the exchange agent by or before 12:00 midnight, New York City time, on the expiration date. No letter of transmittal or Original Notes should be sent to the issuers.

Only a holder of Original Notes may tender Original Notes in the exchange offer. The term “holder” with respect to the exchange offer means any person in whose name Original Notes are registered on the issuers’ books or any other person who has obtained a properly completed bond power from the registered holder.

Any beneficial holder whose Original Notes are registered in the name of its broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on its behalf. If the beneficial holder wishes to tender on its own behalf, it must, prior to completing and executing the letter of transmittal and delivering its Original Notes, either make appropriate arrangements to register ownership of the Original Notes in the holder’s name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States referred to as an “eligible institution,” unless the Original Notes are tendered: (a) by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or (b) for the account of an eligible institution. In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by an eligible institution.

If the letter of transmittal is signed by a person other than the registered holder of any Original Notes listed therein, those Original Notes must be endorsed or accompanied by appropriate bond powers and a proxy which authorizes that person to tender the Original Notes on behalf of the registered holder, in each case, signed as the name of the registered holder or holders appears on the Original Notes.

If the letter of transmittal or any Original Notes 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, they should indicate that when signing and, unless waived by the issuers, submit evidence satisfactory to the issuers of their authority to act with the letter of transmittal.

All questions as to the validity, form, eligibility, including time of receipt, and withdrawal of the tendered Original Notes will be determined by the issuers in their sole discretion. This determination will be final and binding. The issuers reserve the absolute right to reject any Original Notes not properly tendered or any Original Notes their acceptance of which, in the opinion of counsel for the issuers, would be unlawful. The issuers interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes, must be cured within such time as the issuers shall determine. None of the issuers, the exchange agent or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Original Notes, nor shall any of them incur any liability for failure to give notification. Tenders of Original Notes will not be deemed to have been made until irregularities have been cured or waived. Any Original Notes received by the exchange agent that are not properly tendered and as to which the defects or

64

irregularities have not been cured or waived will be returned without cost by the exchange agent to the tendering holders of Original Notes, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

In addition, the issuers reserve the right in their sole discretion to:

(a) purchase or make offers for any Original Notes that remain outstanding subsequent to the expiration date or, as set forth under “—Conditions,” to terminate the exchange offer in accordance with the terms of the Registration Rights Agreement; and

(b) to the extent permitted by applicable law, purchase Original Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the exchange offer.

By tendering Original Notes pursuant to the exchange offer, each holder will represent to the issuers that, among other things,

(a) the New Notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of such holder;

(b) the holder is not engaged in and does not intend to engage in a distribution of the New Notes;

(c) the holder has no arrangement or understanding with any person to participate in the distribution of such New Notes; and

(d) the holder is not an “affiliate” of the issuers, as defined under Rule 405 of the Securities Act, or, if the holder is an affiliate, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

Book-Entry Transfer

The issuers understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the Original Notes at the depository trust company, or DTC, for the purpose of facilitating the exchange offer, and upon the establishment of those accounts, any financial institution that is a participant in DTC’s system may make book-entry delivery of Original Notes by causing DTC to transfer the Original Notes into the exchange agent’s account with respect to the Original Notes in accordance with DTC’s procedures for transfers. Although delivery of the Original Notes may be effected through book-entry transfer into the exchange agent’s account at the DTC, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee, and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under the procedures. Delivery of documents to the DTC does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

Holders who wish to tender their Original Notes and

(a) whose Original Notes are not immediately available or

(b) who cannot deliver their Original Notes, the letter of transmittal or any other required documents to the exchange agent on or prior to the expiration date, may effect a tender if:

(1) the tender is made through an eligible institution;

(2) on or prior to the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed Notice of Guaranteed Delivery, by facsimile transmission, mail

65

or hand delivery, setting forth the name and address of the holder of the Original Notes, the certificate number or numbers of the Original Notes and the principal amount of Original 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 Original 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

(3) the properly completed and executed letter of transmittal, or facsimile thereof, together with the certificate(s) representing all tendered Original Notes in proper form for transfer and all other documents required by the letter of transmittal are received by the exchange agent within three business days after the expiration date.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of Original Notes may be withdrawn at any time by or prior to 12:00 midnight, New York City time, on the expiration date, unless previously accepted for exchange.

To withdraw a tender of Original Notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this prospectus by 12:00 midnight, New York City time, on the expiration date. Any such notice of withdrawal must:

(a) specify the name of the depositor, who is the person having deposited the Original Notes to be withdrawn;

(b) identify the Original Notes to be withdrawn, including the certificate number or numbers and principal amount of the Original Notes or, in the case of Original Notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;

(c) be signed by the holder in the same manner as the original signature on the letter of transmittal by which such Original Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the Original Notes register the transfer of such Original Notes into the name of the depositor withdrawing the tender; and

(d) specify the name in which any such Original Notes are being registered if different from that of the depositor.

All questions as to the validity, form and eligibility, including time of receipt, of withdrawal notices will be determined by the issuers, and their determination will be final and binding on all parties. Any Original Notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no New Notes will be issued with respect to the Original Notes withdrawn unless the Original Notes so withdrawn are validly retendered. Any Original Notes which have been tendered but which are not accepted for exchange will be returned to their holder without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Original Notes may be retendered by following one of the procedures described above under “Procedures for Tendering” at any time on or prior to the expiration date.

Conditions

Notwithstanding any other term of the exchange offer, the issuers will not be required to accept for exchange, or exchange, any New Notes for any Original Notes, and may terminate or amend the exchange offer on or before the expiration date, if the exchange offer violates any applicable law or interpretation by the staff of the SEC.

66

If the issuers determine in their reasonable discretion that the foregoing condition exists, they may:

• refuse to accept any Original Notes and return all tendered Original Notes to the tendering holders;

• extend the exchange offer and retain all Original Notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders who tendered the Original Notes to withdraw their tendered Original Notes; or

• waive such condition, if permissible, with respect to the exchange offer and accept all properly tendered Original Notes which have not been withdrawn.

If a waiver constitutes a material change to the exchange offer, the issuers will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the holders, and they will extend the exchange offer as required by applicable law.

Pursuant to the Registration Rights Agreement, the issuers are required to use their reasonable best efforts to file with the SEC a shelf registration statement with respect to the Original Notes on or prior to the 45th day after the time such obligation to file arises, as per Section 2(b) of the Registration Rights Agreement, and thereafter use their reasonable best efforts to cause the shelf registration statement declared effective on or prior to the 150th day after the shelf registration is filed, if:

(1) because of any change in law or in currently prevailing interpretations of the staff of the SEC, the issuers are not permitted to effect the exchange offer; or

(2) the exchange offer has not been completed within 310 days following the Closing Date; or

(3) certain holders of the Original Notes are prohibited by law or SEC policy from participating in the exchange offer; or

(4) in certain circumstances, certain holders of the registered New Notes so request; or

(5) in the case of any holder that participates in the exchange offer, such holder does not receive New Notes on the date of the exchange that may be sold without restriction under state and federal securities laws.

Exchange Agent

The Bank of New York has been appointed as exchange agent for the exchange offer, and is also the trustee under the indenture under which the New Notes will be issued. Questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to The Bank of New York, addressed as follows:

For information by Telephone:

(212) 815-3738

By Mail: The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street, 8 W New York, NY 10286 Attn: Ms. Beata Hryniewicka By Hand or Overnight Delivery Service: The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street, 8 W New York, NY 10286 Attn: Ms. Beata Hryniewicka

By Facsimile Transmission:

(212) 298-1915

(Telephone Confirmation)

(212) 815-3738

67

Fees and Expenses

The issuers have agreed to bear the expenses of the exchange offer pursuant to the Registration Rights Agreement. The issuers have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The issuers, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with providing the services.

The issuers will pay the cash expenses to be incurred in connection with the exchange offer. These expenses include fees and expenses of The Bank of New York as exchange agent, accounting and legal fees, and printing costs, among others.

Accounting Treatment

The New Notes will be recorded at the same carrying value as the Original Notes as reflected in our accounting records on the date of exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us. The expenses of the exchange offer and the unamortized expenses related to the issuance of the Original Notes will be amortized over the term of the New Notes.

Consequences of Failure to Exchange

Holders of Original Notes who are eligible to participate in the exchange offer but who do not tender their Original Notes will not have any further registration rights, and their Original Notes will continue to be restricted for transfer. Accordingly, such Original Notes may be resold only:

(a) to the issuers, upon redemption of the Original Notes or otherwise;

(b) so long as the Original Notes are eligible for resale pursuant to Rule 144A under the Securities Act to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A;

(c) in accordance with Rule 144 under the Securities Act, or under another exemption from the registration requirements of the Securities Act, and based upon an opinion of counsel reasonably acceptable to the issuers;

(d) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or

(e) under an effective registration statement under the Securities Act;

in each case in accordance with any applicable securities laws of any state of the United States.

Regulatory Approvals

The issuers do not believe that the receipt of any material federal or state regulatory approval will be necessary in connection with the exchange offer, other than the effectiveness of the exchange offer registration statement under the Securities Act.

Other

Participation in the exchange offer is voluntary and holders of Original Notes should carefully consider whether to accept the terms and condition of this exchange offer. Holders of the Original Notes are urged to consult their financial and tax advisors in making their own decisions on what action to take with respect to the exchange offer.

68

BUSINESS

We are a leading provider of a broad range of mission-critical outsourced technical services to civilian and military government agencies and commercial customers. Our specific global expertise is in law enforcement training and support, security services, base operations, logistics support and aviation services and operations. Although our operating company began to operate independently as a stand-alone entity on December 27, 2000 since 1951, our predecessors have provided critical services to numerous U.S. government departments and agencies. Our current customers include the Department of State; the Army, Air Force, Navy and Marine Corps (collectively, the Department of Defense); the Department of Homeland Security and to commercial customers and foreign governments. As of July 1, 2005, we had 14,100 employees in 33 countries and 45 active contracts ranging in duration from three to ten years and over 75 task orders.

We have increased our revenues and EBITDA from fiscal 2001 through fiscal 2005 at a CAGR of 34.7% and 49.2%, respectively. Our growth has primarily been driven by increasing demand for outsourced technical services and other non-combat-related functions, such as reconstruction, peace-keeping and other support activities. In fiscal 2005, we generated revenues, EBITDA and net loss of $1.9 billion, $115.4 million and $(14.0) million, respectively, as compared with $1.2 billion, $60.1 million and $31.4 million, respectively, in fiscal 2004. For the three months ended July 1, 2005, we generated revenues, EBITDA and a net (loss) of $425.1 million, $27.4 million and ($2.0) million, respectively, as compared with $406.9 million, $24.5 million and $13.9 million, respectively, for the three months ended July 2, 2004. As of July 1, 2005, we had a total backlog of approximately $2.6 billion and, historically, virtually our entire backlog has been converted into revenue at or above stated contract values. Backlog does not take into account any expenses associated with contracts. In addition to backlog as of July 1, 2005, we had $19.8 billion of currently available ceiling under our existing indefinite delivery, indefinite quantity contracts. Since fiscal 2001 through July 1, 2005, we have won a total of 83% or, $10.4 billion out of $2.5 billion, of the aggregate of the estimated value of new or renewed contracts on which we bid.

Business Strengths

We believe our core strengths include the following:

Leading Market Position. We are a leading provider of a broad range of critical outsourced technical services to civilian and military government agencies and commercial customers. We are one of the few providers with the ability to perform large-scale, complex programs in our targeted service areas. Our global presence and highly specialized personnel enable us to meet our customers’ specifications anywhere in the world. As of July 1, 2005, we had over 14,100 employees located in 33 countries. We also maintain a proprietary database of approximately 3,000 qualified civilian police personnel who can be mobilized for global deployment on an as-needed basis. We believe that our global presence and worldwide infrastructure across multiple service offerings distinguish us from most of our competitors and positions us to capture an increased share of the growing government outsourcing market. As a result, we have been chosen to participate in many high-priority U.S. government service programs. For example, our operating company’s predecessors were pioneers in the Contract Field Teams program and we believe that we are currently the largest provider of Contract Field Teams services to the Department of Defense. We also are the sole contractor under the International Narcotics and Law Enforcement Air-Wing program, and we believe we have performed in excess of 90% of the dollar value of awarded task orders for the Civilian Police program since its inception.

Attractive Industry Fundamentals. Consistent with the past 15 years, the U.S. government is expected to continue to downsize and replace government employees with more cost-effective commercial vendors. In addition, the global deployment of the U.S. military in support of the war on terror and overall military transformation are constraining existing government resources. As a result, outsourcing to private contractors has increased and is expected to continue to do so. The O&M portion of the Department of Defense budget, which includes the majority of the services we provide, is the largest and fastest growing segment of Department of

69

Defense military spending. Similarly, there has been significant growth in the Department of State and Department of Homeland Security budgets. The Department of Homeland Security budget is estimated at $33 billion for fiscal 2006. We believe that we are well positioned to develop new business from this agency given our experience of providing other outsourcing services to other government agencies. The Department of State budget for international development and humanitarian and international security assistance has grown from approximately $18 billion in fiscal 2005 and is further projected by the U.S. government to increase to $25 billion in fiscal 2009 (a CAGR of 8.4%) from fiscal 2005 to fiscal 2009. The Department of Homeland Security budget is estimated at $33 billion for fiscal 2006.

Long-Standing and Strong Customer Relationships. Strong customer relationships are critical to success in our industry. Our management has a long-standing record of providing services in support of a broad array of highly complex platforms and systems that are vital to our customers’ operations. DynCorp International and its predecessors have been a participant in the Contract Field Teams program for 54 years, and have participated in a number of high-priority U.S. government programs for over a decade. Our key executives have developed long-standing and strong relationships with U.S. military and government officials, and we believe that the longevity and depth of our customer relationships has positioned us as a contractor of choice for our customers.

Global Business Development Capability. In addition to benefiting from the strong recent growth in the end markets we serve, we proactively pursue new business opportunities from governments and commercial enterprises worldwide. We have frontline sales and marketing personnel in the United States, Europe, Africa and Asia-Pacific. As of July 1, 2005, we had 8 marketing offices in the United Kingdom, Germany, Australia, Afghanistan, Iraq, the United Arab Emirates, Kenya, and Italy. DynCorp International and its predecessors have a long-standing presence in the Middle East. We also market through relationships with military and government officials, joint ventures and at international trade shows.

Strong and Stable Platform for Growth. We have a growing revenue base derived from 45 active contracts and over 75 active task orders as of July 1, 2005 with different agencies of the U.S. government that are spread over a diverse mix of activities, services and platforms. The terms of our contracts generally range from three to ten years and, as of July 1, 2005, we had a total backlog of approximately $2.6 billion. No single task order accounted for more than 17.2% of our revenue for the twelve months ended July 1, 2005. From December 27, 2001 through July 1, 2005, we won 99% of the aggregate dollar value of re-competes on which we bid and currently we have bid on or are preparing bids on new and renewal contracts with an estimated value of approximately $13 billion. We expect to continue to see increases in government outsourcing, particularly government technical support services and other non-combat related functions such as reconstruction, peace-keeping and other support activities, as well as increased spending in our target end-markets. We believe that we are particularly well positioned to develop new business from this agency given our experience in providing outstanding services to other government agencies.

Attractive Cash Flow Dynamics. Due to the nature of the services that we provide, we benefit from low capital expenditure requirements, which contributes to our ability to generate cash flow. We believe that our ability to generate cash flow provides us with a substantial degree of operating flexibility beyond servicing our debt, thereby allowing us to fund our growth initiatives. In addition, due to substantial tax-deductible goodwill, we believe we will have favorable tax attributes for the next several years.

Experienced Management Team and Distinguished Board. DynCorp International’s senior management team has extensive industry expertise and has been with DynCorp International and its predecessors for an average of 13 years, with an average of 27 years of experience working in our industry. Many members of our management and our board of directors have had military and government experience and have long-standing relationships with U.S. military and U.S. government officials.

70

Business Strategy

Our objective is to leverage our leading market position to further increase our revenues and earnings. We intend to achieve this objective through the following strategies:

Exploit Current Business Opportunities and Backlog. As of July 1, 2005, our backlog was approximately $2.6 billion. In addition to servicing our backlog, we intend to leverage our existing contract base to expand the scope of our activities as a result of contract renewals, favorable contract modifications and new task orders. For example, in February 2004, we were awarded a new Civilian Police contract by the Department of State, which expanded our existing program that had been in place since 1994. This contract has an estimated value of $1.75 billion over the five-year term of the program through February 2009. In addition, we plan to expand the scope of services we provide to our existing customers. We have a long-standing record of providing services in support of a broad array of highly complex platforms and systems that are vital to our customers’ operations and together with DynCorp International’s predecessors have provided support services to the U.S. government for 54 years. We believe that the longevity and depth of our customer relationships have positioned us as a contractor of choice for our customers, creating a unique advantage and opportunity to cross-sell our capabilities to capture additional contract opportunities.

Capitalize on Industry Trends. We intend to continue to capitalize on the U.S. government’s increasing reliance on outsourcing and increased spending in our targeted end-markets. The Government Accountability Office’s Commercial Activities Panel reported in fiscal 2002 that outsourcing work to commercial providers has resulted in savings of 20% or more to the military. We believe that we are well positioned to benefit from these trends given our breadth of services and experience, global reach and strong operating performance. The Department of State budget for international development and humanitarian and international security assistance has grown from approximately $18 billion in fiscal 2005 and is further projected by the U.S. government to increase to $25 billion in fiscal 2009 (a CAGR of 8.4%) from fiscal 2005 to fiscal 2009. The Department of Defense budget for the U.S. government fiscal year ending September 30, 2006, excluding supplemental funding relating to operations in Iraq and Afghanistan, has been proposed to Congress at $426 billion, representing an increase of over $145 billion since fiscal 2000.

Pursue Commercial Business and Foreign Government Opportunities. While we have historically primarily served the U.S. government, we believe there is significant potential to increase the business we generate from commercial and foreign government customers. For example, we have recently been selected as the preferred bidder on two programs (UK Defense Estates and Australia Defense Forces) and were awarded two contracts to provide base and contingency support and program management of airport construction and entry/exit security control services in Iraq and Afghanistan, respectively. We believe that commercial customers will increasingly seek out our services as a result of our efforts to bring proven systems, processes and capabilities from our government experience to commercial customers in need of similar services. We believe many foreign governments around the world are demonstrating the same outsourcing trends as the U.S. government. In particular, certain oil- and natural gas-rich nations have indicated a desire to increase spending for security, logistics and aviation services which are often unavailable domestically. We believe our international business acumen, cultural understanding and significant experience in the Middle East and other parts of the world will allow us to effectively compete for such contracts.

Expand Domestic Service Offerings. As a subsidiary of Computer Sciences Corporation, we primarily sought to provide our services internationally. We intend to compete for business opportunities domestically, including in the homeland security, domestic aviation, base operations and range services markets. We believe that this does not represent a change in our business operations going forward, but our strengths in providing our services internationally will allow us to also compete effectively for additional domestic contracts.

Increase Profitability and Operating Efficiency. We believe that our profitability will continue to improve as our customers shift away from cost-reimbursement contracts to fixed unit-price and/or time-and-materials contracts. Fixed unit-price and/or time-and-materials contracts have historically been more profitable as a result of our extensive experience and understanding of the cost structure related to managing

71

complex, multi-year contracts. This has contributed to an increase in our EBITDA margin from 4.9% in fiscal 2004 to 6.2% for the twelve months ended July 1, 2005. Further, we will continue to focus on increasing cash flows and achieving operating efficiencies.

Selectively Pursue Acquisitions. Our industry remains highly fragmented and consists of a large number of relatively small, independent businesses servicing discrete markets. Some of these businesses may represent attractive acquisition candidates. We intend to evaluate and pursue acquisitions on a strategic basis, with a view to increasing our revenues, improving our profitability and strengthening our competitive position through adding complementary skills and customers.

Industry Trends

Outsourcing is the organizational practice of contracting for services from an external entity while retaining control over assets and oversight of the services being sourced. Consistent with the past 15 years of practice the U.S. government is expected to continue outsourcing technical services as it downsizes and replaces government employees with more cost-effective commercial vendors. According to the Office of Personnel Management, the non-postal federal civilian workforce (including the Department of State) has decreased from approximately 2.2 million in fiscal 1988 approximately to 1.9 million in fiscal 2004. In addition, the Department of Defense estimates that over 40% of civilian personnel in military depots and industrial facilities will be eligible to retire by fiscal 2009. Due to this downsizing and expected retirement, we believe that some agencies are at risk of being unable to manage government resources efficiently and, therefore, will need to rely more heavily on outsourcing to provide skilled workers. According to the Secretary of Defense, Donald H. Rumsfeld, approximately 300,000 military personnel are performing work that can be outsourced to commercial contractors. The Commercial Activities Panel of the Government Accountability Office reported in fiscal 2002 that outsourcing work to commercial providers has resulted in savings of 20% or more to the military.

In addition to the increase in government spending on outsourcing, particularly among our customers, our end-markets are also growing. The Department of Defense budget for fiscal 2006, excluding supplemental funding relating to operations in Iraq and Afghanistan, has been proposed to Congress at $426 billion, representing an increase of over $145 billion since fiscal 2000. This growth is expected to continue, with the Department of Defense forecasting its budget to grow to over $468 billion (excluding supplemental funding) by fiscal 2009. The Department of State budget for international development and humanitarian and international security assistance has grown from approximately $15 billion in fiscal 2000 to an expected $18 billion in fiscal 2005 and is further projected by the U.S. government to increase to $25 billion in fiscal 2009 (a CAGR of 8.4%) from fiscal 2005 to fiscal 2009. These services include law enforcement training, eradication of international narcotics, certain contingency services and security services. Similarly, there has been significant growth in the Department of Homeland Security budget, estimated at $33 billion for fiscal 2006, which represents a 17% CAGR since fiscal 2000.

We believe the following industry trends will further increase demand for outsourced services in our target market:

• Transformation of military forces, leading to increases in outsourcing of non-combat functions. During the post-Cold War era, the military has transformed its focus to meet new and unanticipated threats. This transformation includes changing the method of force deployment, adjusting the structure of the military to facilitate a more flexible, adaptable force and extending the military’s presence worldwide. The emphasis on U.S. military personnel focusing on combat-related tasks rather than non-combat functions such as depot-level maintenance, facility security and logistics operations has led to a direct increase of outsourcing of non-combat functions. In addition, congressional limitations on the overall size of the military force have served as a further impetus for the U.S. government to outsource certain defense-related functions. Increasing military and related security personnel costs are also driving an increased demand for outsourced employees from more cost-effective commercial vendors. According to the Government Accountability Office, the total annual government spending on military pay, allowances and benefits increased 29%, or $35 billion, from fiscal 2000 to fiscal 2004.

72

• Growth in U.S. military budget driven by operations and maintenance spending. Unlike historical increases in U.S. military spending, the current growth is driven by increases in the operations and maintenance, or O&M, portion of the budget, rather than weapons and other procurement or research and development. The O&M portion of the Department of Defense budget, which includes the majority of the services we provide to the U.S. military, such as logistics, support services, military facility operations, aviation services, aviation engineering and aviation ground equipment support, is the largest and fastest growing segment of the Department of Defense military spending. For fiscal 2006, the Department of Defense has budgeted O&M spending to be $147 billion, which represents 35% of the total of the Department of Defense military budget, and is projected by the Department of Defense to increase 4% annually, on average, through fiscal 2009 to $165 billion. Furthermore, the Government Electronics & Information Technology Association, or GEIA, the outsourced O&M addressable market (excluding provision of fuel and other consumables) of the Department of Defense’s budget is estimated to account for $37 billion of the fiscal 2006 O&M budget, representing a 7% CAGR since fiscal 2000. Overall, the Government Electronics & Information Technology Association estimates that the outsourced O&M addressable market will increase to $42 billion in fiscal 2009 and increase as a percentage of the total O&M budget from approximately 25% to 26% over the same period.

• Increased level and frequency of overseas deployment and peace-keeping operations. Between fiscal 1990 and fiscal 2003, the U.S. government engaged in approximately 140 military operations around the world, excluding purely humanitarian responses. The international security environment and the unpredictability of post-Cold War adversaries have resulted in an increase in U.S. government overseas military operations. Due to the decreased size of the U.S. military and current difficulty in meeting recruiting goals for military personnel, the Department of State and U.S. military are increasingly looking to outsourced vendors in an effort to provide services for peace-keeping and other military and security operations, especially after the departure of U.S. Military personnel.

• Increased maintenance, overhaul and upgrade needs to support aging military platforms. Budget restrictions over the past decade have limited the U.S. military’s ability to replace or augment substantial portions of its aircraft, vehicles and support equipment. The average age of many major platforms has steadily increased since fiscal 1990 and was generally between 6 and 17 years in fiscal 1990 as compared to between 14 and 25 years in fiscal 2004. As military equipment ages, increased levels of repair, overhauls and upgrades are necessary. Moreover, heavy use of equipment in conflict areas such as Iraq, Afghanistan and the Balkans has greatly increased the equipment’s wear and tear.

Our Services

We provide government technical services and outsourced solutions to our customers. Our primary services are provided through our two core operating divisions, Field Technical Services and International Technical Services.

Our Field Technical Services operating division provides the following services:

• Aviation Services and Operations. Our aviation services and operations include aircraft fleet maintenance, depot augmentation, aftermarket logistics support, aircrew services and training, ground equipment maintenance and modifications, quality control, Federal Aviation Administration certification, facilities and operations support, aircraft scheduling and flight planning and the provisioning of pilots, test pilots and flight crews. Services are provided from both main base locations and forward operating locations.

• Aviation Ground Equipment Support. Our services in this area include ground equipment support, maintenance and overhaul, modifications and upgrades, corrosion control, engine rebuilding, hydraulic and load testing and service ability inspections. We provide these services in the United States and abroad and offer both short and long duration field teams. We employ over 850 mechanics, technicians and support

73

personnel who perform depot level overhaul of ground support equipment for U.S. Navy and Coast Guard programs and provide depot level ground support equipment support at 20 worldwide locations.

• Ground Vehicle Maintenance. Our ground vehicle maintenance services include vehicle maintenance, overhaul and corrosion control and scheduling and work flow management. We perform maintenance and overhaul on wheeled and tracked vehicles for the U.S. Army and U.S. Marine Corps, in support of their pre-positioning programs. We also provide overall program management, logistics support, tear down and inspection of equipment cycled off of prepositioned ships.

• Aviation Engineering. Our technicians design, manufacture and install aircraft modification programs for a broad range of weapons systems and more than 70 engine types, updating entire fleets to mission-readiness status. We provide services such as engineering design, kit manufacturing and installation, field installations, configuration management, avionics upgrades, cockpit and fuselage redesign and technical data, drawings and manual revisions.

Our International Technical Services operating division provides the following services:

• Law Enforcement Training. Our services in this area include international policing and police training, judicial support, immigration support and base operations.

• International Narcotics. Drug eradication and interdiction, host nation pilot and crew training.

• Contingency Services. We provide peace-keeping support, humanitarian relief, de-mining, worldwide contingency planning, warehousing and heavy equipment inspections. We have the ability to provide these services on a rapid response basis.

• Logistics Support Services. We offer procurement, parts tracking, inventory and equipment maintenance, property control, data entry and mobile repair services. We are able to support the deployment of personnel and equipment on extremely short timelines of 30 days or less.

• Security Services. Our services include security for diplomats, personal protection, security system design, installation and operations and cultural training. Using a database of more than 3,000 qualified individuals, we have the ability to recruit and assemble large security contingents on short notice.

• Military Facility Operations. Facility and equipment maintenance and control, civil, electrical, environmental and mechanical engineering, custodial and administrative services.

• Infrastructure Development. Infrastructure engineering and construction management.

• Marine Services. Ship logistics, range ship maintenance, communications services and oil spill response fleet operations. We provide these services for both government agencies and commercial customers.

• Security Technology. Security technology services include installation, maintenance and upgrades of physical and software access control points and servers and development of security software, smart cards and biometrics for use by government agencies and commercial customers.

Contract Types

Our contracts typically have a term of three to ten years consisting of a base period of one year with multiple one-year options. Our contracts typically are awarded for an estimated dollar value based on the forecast of the work to be performed under the contract over its maximum life. In addition, we have historically received additional revenues through increases in program scope beyond that of the original contract. These contract modifications typically consist of “over and above” requests derived from changing customer requirements. The government is not obligated to exercise options under a contract after the base period. At the time of completion of the contract term of a government contract, the contract is recompeted to the extent that the service is still required. Since fiscal 2001 through July 1, 2005, we have won a total of 83%, or $10.4 billion out of $12.5 billion, of the aggregate estimated value of new or renewed contracts on which we bid.

74

Contracts between us and the U.S. government or the government’s prime contractor (to the extent that we are a subcontractor) generally contain standard provisions for termination at the convenience of the government or the prime contractor. Government contracts generally also contain provisions that allow the U.S. government to unilaterally suspend us from receiving new contracts pending resolution of alleged violations of procurement laws or regulations, reduce the value of existing contracts, issue modifications to a contract and control and potentially prohibit the export of our services and associated materials.

Many government contracts are indefinite delivery, indefinite quantity which are often awarded to multiple contractors. An indefinite delivery, indefinite quantity contract does not represent a firm order for services. Our Civilian Police and Contract Field Teams programs are examples of indefinite delivery, indefinite quantity contracts. In fiscal 2005 and for the three months ended July 1, 2005, 56.3% and 59.7% of our revenues were attributable to indefinite delivery, indefinite quantity contracts. When a customer wishes to order services under an indefinite delivery, indefinite quantity contract, it issues a task order. Requests for proposal are often submitted to all of the contract awardees and task orders are typically awarded under a best-value approach. Many indefinite delivery, indefinite quantity contracts also permit the customer to direct work to a particular contractor. Additionally, the contractor may identify specific projects and propose to perform the service for a customer covered by the indefinite delivery, indefinite quantity contract, although the customer is not obligated to order the services.

Our business generally is performed under cost-reimbursement, time-and-materials or fixed-price contracts. Each of these is described generally below:

• Time-and-Materials Contracts. In a time-and-materials contract, we operate under fixed per-hour labor rates and receive reimbursement for allowable direct and indirect costs. Time-and-materials contracts generally have shorter billing and collection terms than other contract types.

• Cost-Reimbursement Contracts. We are reimbursed for allowable incurred costs, plus a fixed fee. In addition, under some cost-reimbursement contracts, we may receive additional award fees or incentive fees based upon various objective and subjective criteria such as aircraft mission capability rates and meeting cost targets.

• Fixed-Price Contracts. In a fixed-price contract, the price is not subject to adjustment based on costs incurred. We believe that fixed-price contracts will increase as a percentage of our revenue for the duration of fiscal 2006 due to the increasing tendency of the U.S. government to award fixed-price contracts, particularly the Department of State.

Our historical contract mix by type for the last three fiscal years and three months ended July 1, 2005, as a percentage of revenue, is indicated in the table below:

	Fiscal Year						Three Months Ended July 1, 2005
Contract Type	2003		2004		2005
Time-and-Materials	31		32		39		41
Cost-Reimbursement	39	%	44	%	34	%	31	%
Fixed-Price	30		24		27		28
	100	%	100	%	100	%	100	%

Many of our contracts involve subcontracts with other companies upon which we rely to perform all or a portion of the services we must provide to our customers. Often we enter into subcontract arrangements in order to meet government requirements to award certain categories of services to small businesses. We use subcontractors primarily for non-core functions such as construction and catering. For fiscal 2004 and 2005 and for the three months ended July 1, 2005, we paid our subcontractors $96.2 million, $174.5 million and $56.5 million, respectively.

75

Principal Customers and Contracts

Our principal customers are U.S. government department agencies, including the Department of Defense and the Department of State. Over the last decade, we have expanded our customer base to include foreign governments and commercial customers, such as EarthTech, Fluor, the Kuwaiti Air Force, Lucent, Parsons, the Royal Saudi Air Force and Washington Group International. For fiscal 2005, we derived 2% of our revenue from contracts directly with foreign governments or with commercial customers. During the three and twelve months ended July 1, 2005, and during fiscal 2005 and 2004, we derived substantially all of our revenues from contracts and subcontracts with the U.S. government and its agencies, the Department of the Defense and Department of State and their respective agencies. Contracts with agencies of the Department of Defense represented 50%, 49% and 63% of our revenues for the three months ended July 1, 2005, and fiscal 2005 and 2004, respectively, and contracts with agencies of the Department of State represented 49%, 49% and 29%, respectively, of our revenues over the same period. For fiscal 2005 and for the three months ended July 1, 2005, Contract Field Teams, Civilian Police and International Narcotics and Law Enforcement contracts accounted for 18.0%, 27.4% and 8.1%, and 19.3%, 30.3% and 8.7% of our revenues, respectively.

For fiscal 2005 and for the three months ended July 1, 2005, approximately 5.9% and 2.8% of our revenues, respectively, were derived from services that we provided as a subcontractor.

Key Field Technical Services Contracts

Contract Field Teams. Contract Field Teams is the most significant program in our Field Technical Services operating division and our operating company and its predecessors have provided this service for over 54 consecutive years. This program deploys highly mobile, quick-response field teams to customer locations to supplement a customer’s workforce. Services under a Contract Field Teams contract generally include providing mission support to aircraft and weapons systems in addition to depot-level repair. The principal customer for our Contract Field Teams program is the Department of Defense. Our Contract Field Teams contract is up for recompetition in September 2007. This contract has a $1.82 billion estimated value over the ten-year term through October 2007.

Life Cycle Contractor Support. This Field Technical Services program consists of contracts with both the U.S. Army and Navy. Under the Life Cycle Contractor Support-Army contracts, we provide aircraft maintenance and logistics for 165 C-12/RC-12 and 27 UC-35 aircraft, as well as services for a major avionics suite upgrade of 39 aircraft for Global Air Traffic Management compliance. Under our Life Cycle Contractor Support-Navy contracts we provide aircraft maintenance and logistics for the U.S. Navy’s 6 UC-35 aircraft. We entered into the Life Cycle Contractor Support-Army and Life Cycle Contractor Support-Navy contracts in August 2000 and the Global Air Traffic Management portion of our Army contract in March 2003. The Life Cycle Contractor Support-Army and Life Cycle Contractor Support-Navy contracts are up for recompetition in January 2010. These contracts have estimated values of $911.2 million and $33.0 million, respectively, for Life Cycle Contractor Support-Army and Life Cycle Contractor Support-Navy.

AH-1/UH-1. The AH-1/UH-1 program provides worldwide helicopter support to foreign governments that acquired UH-1 and AH-1 helicopters. Services include program management, sustaining engineering, training, maintenance and refurbishment, logistics and material management. The U.S. Army is our principal customer for this program. We entered into our AH-1/UH-1 contract in March 2004 and the contract is up for recompetition in March 2014. This contract has a $406 million estimated value.

Andrews Air Force Base. Under the Andrews Air Force Base contract, we perform aircraft maintenance and base supply functions, including full backshop support, organizational level maintenance, fleet fuel services and supply, launch and recovery and FAA repair services. Our principal customer under this contract is the U.S. Air Force. We entered into this contract in January 2001 and it is up for recompetition in December 2011. This contract has a $326 million estimated value.

76

The following table sets forth certain information for our principal Field Technical Services contracts, including the respective estimated values of the current contracts as of July 1, 2005:

Contract	Principal Customer	Initial/Current Award Date	Recompete Date	Estimated Value
Contract Field Teams	Department of Defense	Oct. 1951/Oct. 1997	September 2007	$	1.82 billion	(1)
AH-1/UH-1	U.S. Army/FMS	March 2004	March 2014	$	406 million	(1)
Andrews Air Force Base	U.S. Air Force	January 2001	December 2011	$	326 million
Life Cycle Contractor Support	U.S. Army and U.S. Navy	August 2000	January 2010	$	944 million
Army Prepositioned Stocks Afloat	U.S. Army	February 1999	February 2009	$	206 million
Columbus Air Force Base	U.S. Air Force	October 1998	September 2005(2)	$	191 million
Holloman Air Force Base	U.S. Air Force	September 1999	September 2006	$	105 million
Eglin Air Force Base	U.S. Air Force	November 2002	November 2010	$	76 million
F/A-18	Kuwaiti Air Force(2)	Sept. 1997/Oct. 2000	September 2005(4)	$	63 million
California Department of Forestry	State of California	January 2002	June 2007	$	51 million
Ft. Hood Logistics	U.S. Army	July 1995/June 2005	December 2005	$	17 million	(5)

(1) These contracts are indefinite delivery, indefinite quantity contracts. For more information about indefinite delivery, indefinite quantity contracts, see “—Contract Types.”

(2) In July 2005, a new Columbus Air Force Base contract was awarded with an estimated value of $231 million which extended the recompete date until September 2012.

(3) Reflects end users under the contract rather than the contract party.

(4) This contract has been temporarily extended until December 2005.

(5) A new, separate six month contract was awarded for Ft. Hood to bridge the program until a formal re-competition can be conducted by the Army for the new contract, expected to have a duration of 5-7 years.

Key International Technical Services Contracts

Civilian Police. The principal contract of our International Technical Services operating division is our new Civilian Police contract. This contract, awarded to us by the Department of State in February 2004, which expanded upon our existing contracts that had been ongoing since 1994. Through the Civilian Police program, we have deployed civilian police officers from the United States to 12 countries to train and offer logistics support to the local police and assist them in reconstruction and infrastructure building. We have been awarded multiple task orders under the Civilian Police program, including assignments in Kosovo, Afghanistan, Iraq and Haiti. Our Civilian Police contract is up for recompetition in February 2009, and this contract has a $1.75 billion estimated value over the five-year term of this program, through February 2009.

International Narcotics and Law Enforcement. In May of 2005, the Department of State awarded us a new contract in support of the International Narcotics and Law Enforcement Air-Wing program to aid in the eradication of illegal drug operations. We are the sole awardee of this contract, which has an estimated value of $544 million for the first three years of this ten-year contract through May 2015. This program has been ongoing since 1991 in cooperation with multiple Latin American countries and we recently commenced a similar program in Afghanistan.

Worldwide Personal Protective Services. Through our Worldwide Personal Protective Services contract, we provide personal and physical security protection for diplomats, negotiators and State Department officials. Our predecessor entered into the initial contract in April 1998, and were awarded a new contract in June 2005. This contract will be up for recompetition in July 2010.

77

The following table sets forth certain information for our principal International Technical Services contracts, including the respective estimated values of the current contracts as of July 1, 2005:

Contract	Principal Customer	Initial/Current Award Date	Recompete Date	Estimated Value
Civilian Police Program	Department of State	Feb. 1994/Feb. 2004	February 2009	$	1.75 billion	(1)
International Narcotics and Law Enforcement	Department of State	Jan. 1991/May 2005	October 2015	$	544 million	(2)
Worldwide Personal Protective Services	Department of State	April 1998/June 2005	June 2010	$	2 million	(3)
War Reserve Material	U.S. Air Force	May 2000	December 2006	$	491 million
Forward Operating Locations	U.S. Air Force	March 2002	December 2006	$	141 million
Qatar Security	U.S. Army	Aug. 1997/Feb. 2003	September 2007	$	84 million
Sudan	Department of State	May 2001	Not Applicable	$	19 million	(1)

(1) These contracts are indefinite delivery, indefinite quantity contracts. For more information about indefinite delivery, indefinite quantity contracts, see “—Contract Types.”

(2) Estimated value for the first three years of this ten-year contract through May 2015.

(3) Estimated value is for the priced, program management portion of the contract only. Potential task orders are not included in this estimated value. This contract has a ceiling of $500 million.

Backlog

Backlog consists of orders and options under our contracts. We define backlog as the estimated value of contract awards received from customers that have not been recognized as sales. Our backlog consists of funded and unfunded backlog. Funded backlog is based upon amounts actually appropriated by a customer for payment of goods and services. Unfunded backlog is based upon the future potential of our existing contracts to generate revenue, based on the sum of the remaining dollar value of exercised contract options and the full value of unexercised contract options included in such contracts. Anticipated revenues from indefinite delivery, indefinite quantity contracts are not included in unfunded backlog. Backlog is only a measure of funded contract values, and unfunded contract options, less any revenue that has been recognized to that point. See “Risk Factors—Our U.S. government contracts may be terminated by the U.S. government at any time prior to their completion and contain other unfavorable provisions, which could lead to unexpected loss of revenues and reduction in backlog.”

Our backlog is spread over a diverse mix of activities, services and platforms. In addition, contracts and task orders awarded thereunder are with different agencies within the U.S. government.

The following table sets forth our backlog as of the dates indicated:

	March 28, 2003		April 2, 2004		April 1, 2005		July 1, 2005
	(dollars in millions)
Funded Backlog	$	467	$	991	$	1,140	$	1,126
Unfunded Backlog		1,561		1,173		900		1,449
Total Backlog	$	2,028	$	2,164	$	2,040	$	2,575

78

Regulatory Matters

Contracts with the U.S. government are subject to certain regulatory requirements. Under U.S. government regulations, certain costs, including certain financing costs, portions of research and development costs, lobbying expenses, certain types of legal expenses and certain marketing expenses related to the preparation of bids and proposals, are not allowed for pricing purposes and calculation of contract reimbursement rates under cost-reimbursement contracts. The U.S. government also regulates the methods by which allowable costs may be allocated under U.S. government contracts.

Services under government contracts are subject to audits at various points in the contracting process. Pre-award audits are performed at the time a proposal is submitted to the U.S. government for cost-reimbursement contracts. The purpose of a pre-award audit is to determine the basis of the bid and provide the information required for the U.S. government to negotiate the contract effectively. In addition, the U.S. government may perform a pre-award audit to determine our capability to perform under a contract. During the performance of a contract, the U.S. government has the right to examine any labor charges, material purchases and overhead charges. Upon a contract’s completion, the U.S. government performs an incurred cost audit of all aspects of contract performance for cost-reimbursement contracts to ensure that we have performed the contract in a manner consistent with our proposal. The government also may perform a post-award audit for proposals that are subject to the Truth in Negotiations Act, which are proposals in excess of $550,000, to determine if the cost proposed and negotiated was accurate, current and complete as of the time of negotiations.

The Defense Contract Audit Agency performs these audits on behalf of the U.S. government. The Defense Contract Audit Agency also reviews the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems. The Defense Contract Audit Agency has the right to perform audits on our incurred costs on all contracts on a yearly basis. We have Defense Contract Audit Agency auditors on site to monitor our billing and back office operations. An adverse finding under a Defense Contract Audit Agency audit could result in the disallowance of our costs under a U.S. government contract, termination of U.S. government contracts, forfeiture of profits, suspension of payments, fines and suspension and prohibition from doing business with the U.S. government. See “Risk Factors—A negative audit or other actions by the U.S. government could adversely affect our operating performance.” In the event that an audit by the Defense Contract Audit Agency results in disallowance of our costs under a contract, we have the right to appeal the findings of the audit under applicable dispute resolution provisions. Approval of submitted yearly contract incurred costs can take from one to three years from the date of submission of the contract costs. All of our contract incurred costs for U.S. government contracts completed through March 28, 2003 have been audited and approved by the Defense Contract Audit Agency, and audits are continuing on such costs for subsequent periods.

At any given time, many of our contracts are under review by the Defense Contract Audit Agency and other government agencies. We cannot predict the outcome of such ongoing audits and what, if any, impact such audits may have on our future operating performance. A recent audit report issued by the Defense Contract Audit Agency on our Air-Wing Contract to the Department of State in June 2005 that we received in August 2005 reached the conclusion that we had incorrectly included certain cost elements in base pay for purposes of calculating hazard and post-differential pay, resulting in overbilling of $1.8 million. To the extent this matter is decided against us, we will need to refund the disputed amount and our revenues will be adversely affected.

Sales and Marketing

As of July 1, 2005, we had 8 marketing offices in the United Kingdom, Germany, Australia, Afghanistan, United Arab Emirates, Kenya and Italy, the Middle East, Kenya, and Italy. Personnel profiles range from employees with marketing degrees to retired senior officers from the various U.S. and foreign military branches. Most senior personnel engaged in sales and marketing have long-term operations experience.

79

Our approach to growing and developing business is to establish marketing activities in the area or region of greatest opportunity. Currently, we have a significant organization in Dubai, UAE to pursue opportunities in the Middle East. We also have an office in Canberra, Australia from which we pursue opportunities in Australia and the Asia Pacific region, and offices in both the United Kingdom and Germany to develop business with the UK Ministry of Defense, U.S., national and NATO military commands as well as to promote commercial business opportunities. DynCorp International and its predecessors have a long-standing presence in the Middle East in addition we have frontline sales and marketing personnel in the United States, Europe, Africa and Asia-Pacific. In each office, we employ personnel fluent in both English and the local language, and who are familiar with local culture to assist us in the regions we serve. We also utilize focus groups to target our services to geographic markets and provide local training to our sales force. We also market through international trade shows and relationships with senior military and government officials.

Competition

We compete with various entities across geographic and business lines based on a number of factors, including services offered, experience, price, geographic reach and mobility. Some of our competitors have greater financial and other resources than we do or are better positioned than we are to compete for certain contract opportunities. For example, original equipment manufacturers that also provide aftermarket support services have an advantage in obtaining service contracts for aircraft that they have manufactured, as they frequently have better access to replacement and service parts as well as an existing technical understanding of the platform they have manufactured. In addition, we are at a disadvantage when bidding for contracts put up for recompetition for which we are not the incumbent provider, because incumbent providers frequently are able to capitalize on customer relationships, technical knowledge and pricing experience gained from their prior service.

Competitors of our Field Technical Services operating division typically are large defense services contractors, who offer services associated with maintenance, training and other activities. The three largest domestic competitors of Field Technical Services are Lockheed Martin Corporation, Sikorsky United Technologies and The Boeing Company. The three largest international competitors of Field Technical Services are Aerospace Industrial Development Corporation, Al Salam Aircraft Company Ltd. and Serco Group Plc.

Competitors of our International Technical Services operating division include solutions providers who typically compete in one of our International Technical Services business segments. Our three largest competitors for international law enforcement services are Civilian Police Inc., PAE Government Services, Inc. and Science Applications International Corporation. Our three largest competitors for international logistics and base operations services are Babcock International Group Plc, IAP Worldwide Services, Inc. Our three largest competitors in the personnel and physical security business are The Geo Group, Inc., ITT Industries and Kroll Inc.

Intellectual Property

We and our subsidiaries will hold an exclusive, perpetual, irrevocable, worldwide, royalty-free and fully paid up license to use the “Dyn International” and “DynCorp International” names in connection with aviation services, security services, technical services and marine services. We do not own any trademarks or patents and do not believe our business is dependent on trademarks or patents.

80

Employees

As of July 1, 2005, we employed over 14,100 employees located in 33 countries around the world approximately 7,500 of whom are located in the United States. Of these employees, approximately 1,150 are represented by labor unions. As of July 1, 2005, we had approximately 55 collective bargaining agreements. These agreements expire between May 2006 and January 2008. We consider our employee relations to be satisfactory. We also maintain a database of approximately 3,000 trained civilian paid personnel who can be mobilized for global development on an as needed basis.

Environmental Matters

Our operations include the use, generation and disposal of petroleum products and other hazardous materials. We are subject to various U.S. federal, state, local and foreign laws and regulations relating to the protection of the environment, including those governing the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites and the maintenance of a safe workplace. We believe that we have been and are in substantial compliance with environmental laws and regulations and that we have no liabilities under environmental requirements that would have a material adverse effect on our business, results of operations or financial condition. We have not incurred, nor do we expect to incur, material costs relating to environmental compliance.

Properties and Facilities

Our headquarters is located in Irving, Texas, where we lease approximately 14,000 square feet of space. In addition, we lease 197 commercial facilities in 18 countries used in connection with the various services rendered to our customers. Upon expiration of our leases, we do not anticipate any difficulty in obtaining renewals or alternative space. We do not own any real property.

We believe that substantially all of our property and equipment is in good condition, subject to normal wear and tear, and that our facilities have sufficient capacity to meet the current and projected needs of our business.

The following table lists our U.S. leased properties, including the inside square footage of those properties.

City, State	Size
	(square feet)
Albany, Georgia	280,000
Fort Worth, Texas	46,204
McClellan, California	18,837
Falls Church, Virginia	15,976
Irving, Texas	13,957
Hampton, Virginia	3,437
Fredericksburg, Virginia	2,600
Huntsville, Alabama	1,200
Killeen, Texas	1,000

None of our foreign leased properties exceed 162,000 square feet. On August 23, 2005, we entered into a new lease in Fort Worth, Texas for office space that will commence in March 2007. This facility has approximately 110,000 square feet.

81

Legal Proceedings

On September 11, 2001, a class action lawsuit seeking $100 million on behalf of approximately 10,000 citizens of Ecuador was filed against us and several of our former affiliates in the U.S. District Court for the District of Columbia. The action alleges personal injury, property damage and wrongful death as a consequence of the spraying of narcotic plant crops along the Colombian border adjacent to Ecuador. The spraying operations are conducted under our contract with the Department of State in cooperation with the Colombian government. No spraying operations are conducted in Ecuador, although the complaint alleges that sprayed material has drifted across the border into Ecuador. All of our operations in Colombia are conducted in accordance with specific instructions from the Department of State using equipment and spray material provided by the U.S. government. The State Department has publicly stated that the spray material has been demonstrated to be non-toxic to human beings. The terms of the Department of State contract provide that the Department of State will indemnify us against all obligations and liabilities arising out of the contract subject to available funding. We also are entitled to indemnification by Computer Sciences Corporation in connection with this lawsuit, subject to certain limitations. Additionally, any damage award would have to be apportioned between the other defendants and DynCorp International. See “Risk Factors—Proceedings against us in domestic and foreign courts could result in legal costs and adversely affect our reputation and ability to compete for business” and “The 2005 Acquisition—Purchase Agreement—Indemnification.”

In an Iraqi court of first instance, three actions against DynCorp International were brought by Al-Katin, an Iraqi company, for approximately $50 million in rental fees and other payments allegedly owed by DynCorp International in connection with its lease of three hotels in Baghdad. It is not known when these cases were filed or served against DynCorp International; however, documents recently reviewed indicate that the court papers were translated from Arabic into English during the first week of February 2005. DynCorp International has no relationship with Al-Katin and is not in privity of contract with it. An adverse ruling in this case that results in a monetary judgment could have a material adverse effect on our operating performance.

We are involved in various other claims and lawsuits from time to time, including employment, breach of contract and third-party liability claims and litigation. We do not believe that the ultimate resolution of any of these other actions will have a material adverse effect on our consolidated financial position, results of operations, liquidity or capital resources. In addition, our contracts with the U.S. government are subject to various legal and regulatory requirements and, from time to time, agencies of the U.S. government may investigate the conduct of our operations in accordance with these requirements. U.S. government investigations of us, whether related to our federal government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed upon us, or could lead to suspension or debarment from future U.S. government contracting.

82

MANAGEMENT

The following table sets forth certain information regarding the members of our parent’s board of directors, as of September 1, 2005. Our parent owns all of the membership interests of DynCorp International, and the sole member of the board of managers of DynCorp International is Robert B. McKeon. Mr. McKeon is the sole director of DIV Capital, our co-issuer of the notes. In addition, the table sets forth information regarding our executive officers. Each of the individuals has served as a member of the applicable board of managers or board of directors and/or as an officer, as the case may be, as of September 1, 2005. Each of the individuals set forth below has served in the respective positions since the dates indicated below in their biographical data or in the paragraph immediately following their biographical data.

Name	Age	Position
Robert B. McKeon	51	Chairman, sole member of the board of managers of DynCorp International, sole Director of DIV Capital and Chairman and Director of our parent
Stephen J. Cannon	51	President, Chief Executive Officer of DynCorp International and DIV Capital and President, Chief Executive Officer and Director of our parent
Jay K. Gorman	47	Executive Vice President and Chief Operating Officer
Michael J. Thorne	48	Senior Vice President and Chief Financial Officer of DynCorp International and DIV Capital
Robert B. Rosenkranz	66	President, International Technical Services
Natale S. DiGesualdo	65	President, Field Technical Services
Thomas J. Campbell	46	Director of our parent
General Richard E. Hawley (USAF Ret.)	63	Director of our parent
General Barry R. McCaffrey (USA Ret.)	62	Director of our parent
Ramzi M. Musallam	37	Director of our parent
Admiral Joseph W. Prueher (USN Ret.)	62	Director of our parent
Admiral Leighton W. Smith, Jr. (USN. Ret.)	66	Director of our parent
William G. Tobin	67	Director of our parent
General Anthony C. Zinni (USMC Ret.)	62	Director of our parent

DynCorp International is a direct wholly owned subsidiary of our parent, and DIV Capital Corporation is a direct wholly owned subsidiary of DynCorp International.

Robert B. McKeon is the Chairman of our parent’s board of directors, the sole member of our board of managers and the sole director of DIV Capital. Mr. McKeon is a member of our parent’s compensation committee, corporate governance and nominating committee and executive committee. Mr. McKeon is the President of Veritas Capital, a New York-based equity investment firm he founded in 1992. Mr. McKeon is on the Board of Trustees of Fordham University, is a member of the Council on Foreign Relations and is a member of the boards of directors of several private companies. Mr. McKeon holds a Bachelor’s degree from Fordham University and a Master’s degree in business administration from Harvard Business School.

Stephen J. Cannon is our President and Chief Executive Officer and is the President and Chief Executive Officer of our parent and DIV Capital and a member of our parent’s board of directors. Before assuming the role of President of DynCorp International in 2001, Mr. Cannon served as Senior Vice President of DynCorp Technical Services. He was responsible for operational and financial management, business development and strategic planning. He has also held management positions for DynCorp’s Aerospace Operations Division, which subsequently became DynCorp Technical Services, Inc. Mr. Cannon holds Bachelor’s and Master’s degrees from Virginia Polytechnic Institute and State University. As of July 1, 2005, Mr. Cannon has been employed by DynCorp International and our predecessors for 23 years commencing February 1982.

83

Jay K. Gorman is our Chief Operating Officer. Before assuming his current position, Mr. Gorman served as Vice President of International Operations, and as Senior Vice President of DynCorp Technical Services and prior to that as Vice President of Middle East/Africa Operations within DynCorp Technical Services. He was responsible for operational and financial management, business development and strategic planning for operations in Saudi Arabia, Oman, Kuwait, Bahrain, Jordan and the UAE. He has held management positions for DynCorp’s Aerospace Operations Division, which subsequently became DynCorp Technical Services. Mr. Gorman holds a bachelor’s degree from Central State University in Oklahoma. As of July 1, 2005, Mr. Gorman has been employed by DynCorp International and our predecessors for 11 years commencing January 1994

Michael J. Thorne is our Senior Vice President and Chief Financial Officer. Before assuming this position, he was vice president of contracts for DynCorp International and a director for joint ventures in the UK (Dyn-Hibernia), Saudi Arabia (Dyn-Al Rushaid) and Puerto Rico (DynPuertoRico). Mr. Thorne’s other responsibilities within DynCorp International included financial forecasts, forward pricing rates, incurred cost submissions, disclosure statements, and program/contract pricing. He joined DynCorp International in 2001 after spending 22 years with Lockheed Martin in various key financial positions. His background includes roles at both the manufacturing and service divisions of Lockheed. In 1978, Mr. Thorne graduated from the University of Georgia with a BBA degree in Finance, and subsequently earned his MBA in Finance in 1979. As of July 1, 2005, Mr. Thorne has been employed by DynCorp International and our predecessors for four years commencing July 2001.

Robert B. Rosenkranz is our President of International Technical Services. He is responsible for managing the International Technical Services Division, including law enforcement services, counter-narcotics support, contingency and logistic support services, facility operations, infrastructure development and security services. He graduated from the United States Military Academy and retired from the US Army as a major general. He served as Senior Vice President for range and logistics services of DynCorp International’s predecessor from 1995 to 2001; as Vice President and later General Manager of a Beamhit from 2001 to 2004, and as a Vice President of business development for KEI Pearson, Inc. from January to August 2005. Mr. Rosenkranz joined DynCorp International in his current capacity on August 29, 2005.

Natale S. DiGesualdo is our President of Field Technical Services. He is responsible for managing and directing the operations and financial management for more than 5,000 employees worldwide. Mr. DiGesualdo has more than 45 years of experience applicable to aviation maintenance and maintenance management, of which more than 40 are with DynCorp International’s Contract Field Teams operations. He has served in various positions, ranging from Avionics Technician to Supervisor, rising to his current position as President, Field Technical Services. Mr. DiGesualdo attended Wichita State University, under the continuing education program, toward a bachelor’s degree in Business Administration. As of July 1, 2005, Mr. DiGesualdo has been employed by DynCorp International and our predecessors for 43 years commencing September 1961.

Thomas J. Campbell is a member of our parent’s board of directors and a member of our parent’s compensation committee, corporate governance and nominating committee and executive committee. Mr. Campbell is a partner at Veritas Capital, which he has been associated with since 1992. He is also a member of the boards of directors of several private companies. Mr. Campbell holds a Bachelor’s degree in Accounting and Finance from Lehigh University.

General Richard E. Hawley (USAF Ret.) is a member of our parent’s board of directors. Since 1999, Gen. Hawley has been an independent consultant to the U.S. government and various aerospace companies. Gen. Hawley retired in July 1999 after a 35-year career in the U.S. Air Force where he served as Commander, Air Combat Command from 1996 to 1999 and as Commander, Allied Air Forces Central Europe and Commander, U.S. Air Forces Europe from 1995 to 1996. Gen. Hawley holds a Bachelor’s degree from the U.S. Air Force Academy and a Master’s degree in Economics from Georgetown University.

General Barry R. McCaffrey (USA Ret.) is a member of our parent’s board of directors. Gen. McCaffrey was Director, White House Office of National Drug Control Policy from February 1996 to January 2001, serving

84

as a member of the President’s Cabinet and the National Security Council. During his service career, he served overseas for 13 years, including service as Commander-in-Chief, U.S. Southern Command from 1994 to 1996. Gen. McCaffrey holds a Bachelor’s degree in General Engineering from the U.S. Military Academy and holds a Master’s degree in Civil Government from American University. Gen. McCaffrey is president of a private consulting firm. He is also a member of the boards of several private companies.

Ramzi M. Musallam is a member of our parent’s board of directors and a member of our parent’s compensation committee, corporate governance and nominating committee and executive committee. Mr. Musallam is a partner at Veritas Capital, with which he has been associated with since 1997. He is also a member of the boards of directors of several private companies. Mr. Musallam holds a Bachelor’s degree from Colgate University with a double major in Economics and Mathematics and a Master’s degree in Business Administration from the University of Chicago Graduate School of Business.

Admiral Joseph W. Prueher (USN Ret.) is a member of our parent’s board of directors. Admiral Prueher served as U.S. Ambassador to the People’s Republic of China from November 1999 to May 2001. His diplomatic post followed a 35-year career in the U.S. Navy, where he served as Commander-in-Chief, U.S. Pacific Command from January 1996 to February 1999. From 1989 through 1995, Admiral Prueher served as Commandant of Midshipmen at the U.S. Naval Academy at Annapolis, Commander of Carrier Battle Group ONE based in San Diego Commander of the U.S. Mediterranean Sixth Fleet and of NATO Striking Forces and as Vice Chief of Naval Operations in the Pentagon. Admiral Prueher holds a bachelor’s degree in Naval Science from the U.S. Naval Academy and a master’s degree in International Relations from George Washington University. He is a member of the board of directors of Fluor Corporation, Merrill Lynch & Co, Inc., New York Life Insurance Company, and Emerson Electric Co.

Admiral Leighton W. Smith, Jr. (USN. Ret.) is a member of our parent’s board of directors. Admiral Smith was appointed to the four star rank in April 1994, became Commander-in-Chief, Allied Forces Southern Europe and concurrently assumed the command of the NATO-led Implementation Force in Bosnia in December 1995. Admiral Smith retired from the U.S. Navy after 34 years of service in October 1996. Admiral Smith serves as a Senior Fellow at the Center for Naval Analysis and Admiral Smith is a member of the boards of directors of, and CAE USA Inc., and has been a member of the board of directors of Vanguard Airlines, Inc., an aviation company, since August 1998.

William G. Tobin is a member of our parent’s board of directors. Mr. Tobin has been a Managing Director and Chairman of the Defense & Aerospace practice of Korn/Ferry International since September 1986. From 1961 to 1981, Mr. Tobin was a professional military officer serving in a variety of command and staff positions worldwide. Mr. Tobin holds a Bachelor’s degree in Engineering from the U.S. Military Academy and advanced degrees from both George Washington University and Long Island University.

General Anthony C. Zinni (USMC Ret.) is a member of our parent’s board of directors. Gen. Zinni retired from the U.S. Marine Corps after 39 years of service in September 2000. During his military career, Gen. Zinni served as the Commanding General, the First Marine Expeditionary Force from 1994 to 1996, and as Commander-in-Chief, U.S. Central Command from 1997 to 2000. Gen. Zinni has participated in numerous humanitarian operations and presidential diplomatic missions. In November 2001, Gen. Zinni was appointed senior adviser and U.S. envoy to the Middle East by Secretary of State Colin Powell. Gen. Zinni holds a Bachelor’s degree in Economics from Villanova University and Master’s degrees in International Relations from Central Michigan University and in Management and Supervision from Salve Regina University.

Each of the directors on our parent’s board of directors and related committees have served in such capacity since February 2005. Each of the directors on our parent’s board of directors, other than Robert B. McKeon, Stephen J. Cannon, Thomas J. Campbell and Ramzi M. Musallam, are independent. Currently our parent’s board of directors has ten directors. Veritas Capital is the beneficial owner of a majority of our parent’s common stock and will be able to unilaterally remove directors. Our executive officers serve at the discretion of our parent’s board.

85

Board Committees

The standing committees of our parent’s board of directors consist of a compensation committee, a corporate governance and nominating committee and an executive committee. In addition, special committees may be established under the direction of the board of directors when necessary to address specific issues.

Audit Committee. Currently all of the members of our parents board of directors serve in the capacity of an audit committee.

Compensation Committee. The compensation committee is primarily concerned with administering programs and policies regarding the compensation of executive officers and employee benefit plans. The committee is responsible for determining compensation of our executive officers and other employees and overseeing the administration of all employee benefit plans and programs. Our compensation committee is comprised of Messrs. McKeon (Chairman), Campbell and Musallam.

Corporate Governance and Nominating Committee. The corporate governance and nominating committee is primarily concerned with identifying individuals qualified to become members of our parent’s board of directors, selecting the director nominees for the next annual meeting of the stockholders and review of our corporate governance policies. The committee is responsible for reviewing director compensation and benefits, overseeing the annual self-evaluations of our parent’s board of directors and making recommendations to the board concerning the structure and membership of the other board committees. Our corporate governance and nominating committee is comprised of Messrs. McKeon (Chairman), Campbell and Musallam.

Executive Committee. The executive committee is responsible for reviewing major operating, contractual and expenditure issues. Our executive committee is comprised of Messrs. McKeon, Campbell and Musallam.

Compensation of Directors

The six outside directors of our parent, Generals Hawley, McCaffrey, and Zinni, Admirals Prueher and Smith and Mr. Tobin are paid $35,000 annually, an additional fee of $2,000 for the attendance of each regular quarterly board meeting, and an additional fee of $6,250 for each meeting other than regular quarterly meetings. It is contemplated that our directors will also be granted Class B interests in DIV Holding LLC, our indirect parent. See “—Management Incentives.” We do not maintain a medical, dental, or retirement benefits plan for these directors. The remaining directors are employed either by us or by Veritas Capital and will not be separately compensated for their services as directors although they are reimbursed for expenses incurred in connection with attending board and committee meetings.

Compensation Committee Interlocks and Insider Participation

Other than Mr. Stephen J. Cannon who is our executive officer and serves on our parent’s board of directors, there are no compensation committee interlocks (i.e., no executive officer of either issuer or our parent serves as a member of the board or the compensation committee of another entity which has an executive officer serving on the board of either issuer or our parent or on the compensation committee of such entity).

86

Summary Compensation Table

The following table summarizes compensation awarded or paid during 2004, 2003 and 2002 to our President and Chief Executive Officer and our four other most highly compensated executive officers. Compensation amounts reflect compensation paid while the individuals listed below were employed while our operating company was a subsidiary of Computer Sciences Corporation. The compensation amounts referred to below do not reflect participation in any Computer Sciences Corporation or DynCorp stock based incentive plan. DIV Capital, an issuer of the notes, is a direct, wholly owned subsidiary of DynCorp International with nominal assets which conducts no business or operations. Robert B. McKeon is the chief executive officer of DIV Capital and its sole director.

	Annual Compensation
Name and Principal Position	Year(1)	Salary		Bonus		Other Annual Compensation(2)
Stephen J. Cannon President and Chief Executive Officer	2004 2003 2002	$	361,072 335,906 291,942	$	334,496 149,800 160,000	$	420 10,924 10,924
Jay K. Gorman. Executive Vice President and Chief Operating Officer	2004 2003 2002	$	237,900 203,766 185,772	$	159,296 70,300 91,796	$	397 10,319 10,319
Michael J. Thorne Senior Vice President and Chief Financial Officer	2004 2003 2002	$	165,775 131,427 123,199	$	75,600 46,200 11,700	$	0 0 0
Charles C. Cannon Senior Vice President, Special Programs	2004 2003 2002	$	197,036 157,269 144,079	$	102,981 55,800 5,000	$	453 11,785 1,179
Natale S. DiGesualdo President, Field Technical Services	2004 2003 2002	$	188,808 182,799 158,510	$	100,807 57,000 50,400	$	337 8,756 8,756

(1) Consists of salary and bonus amount paid during the applicable calendar year period.

(2) Includes payment of certain insurance premiums.

Employment Agreements and Special Retention Plan

We do not have employment agreements with any of our named executive officers. In connection with the Transactions, we adopted the DynCorp International LLC Special Retention Plan, under which fifteen key management employees became eligible to receive an incentive payment payable thirty days following the six-month anniversary of the consummation of the 2005 Acquisition transactions, provided they remained continuously employed by us, any subsidiary, division or affiliated unit divested by DynCorp in the 2005 Acquisition transactions until six months following the closing of such transactions. Nine of the eligible employees received fixed payments aggregating $525,000. Amounts for the remaining six eligible employees were based on a percentage of the purchase price over $400 million. The total value of the payment to these six employees was $3.375 million. The retention payments paid to Stephen Cannon, Jay Gorman, James Wickham, George Fleischmann, Michael Thorne and Natale DiGesualdo on August 12, 2005 were determined based on the formula discussed above and the payments were $900,000, $675,000, $450,000, $450,000, $450,000 and $450,000, respectively. Mr. Charles Cannon received $75,000.

87

Management Incentives

DIV Holding LLC Class B Interests. It is contemplated that our chief executive officer, certain other members of management and all of our outside directors comprised of General Richard E. Hawley, General Barry R. McCaffrey, Admiral Joseph W. Prueher, Admiral Leighton W. Smith Jr., William G. Tobin and General Anthony C. Zinni will participate in our profits through a plan that grants them Class B interests in DIV Holding LLC, our indirect parent, which owns all of the common stock of our parent. The individual grants to the foregoing individuals have yet to be determined. The holders of Class B interests will have no voting rights. Pursuant to the terms of the operating agreement governing DIV Holding LLC, the holders of Class B interests will be entitled to receive up to 7.5%, in the aggregate, of all distributions made by DIV Holding LLC after the holders of the Class A interests in DIV Holding LLC have received a return of their invested capital, provided that the holders of the Class A interests have received an 8% per annum internal rate of return (compounded annually) on their invested capital. The Class B interests will be subject to a five-year vesting schedule with any unvested interests reverting to the holders of Class A interests in the event they are forfeited or repurchased.

Incentive Compensation Plans. We intend to adopt an executive incentive plan and a management incentive plan, in which certain officers and other key employees will be selected to participate. The plans will provide for cash awards to be paid from a budgeted bonus pool for each plan year based on the achievement of financial and non-financial objectives established at the beginning of the year. Award amounts will be based on a percentage of base salary ranging from 20% to 100% under the executive incentive plan and from 10% to 40% under the management incentive plan. To receive an award, an individual must be employed by us on the date the award is paid, except that if an individual’s employment has previously terminated due to the individual’s retirement, death or disability, the individual will receive a prorated portion of the award. Awards under the plans will be paid following the close of the plan year.

88

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

We are a direct wholly owned subsidiary of our parent and an indirect subsidiary of DIV Holding LLC, a Delaware limited liability company. DIV Holding LLC owns all of the common stock of our parent. Computer Sciences Corporation and The Northwestern Mutual Life Insurance Company own the preferred stock of our parent. Computer Sciences Corporation owns preferred stock having a stated value of $75.0 million, and The Northwestern Mutual Life Insurance Company owns preferred stock having a stated value of $50.0 million. See “The 2005 Acquisition” for more information on our preferred stock.

The following table sets forth information with respect to the beneficial ownership of DIV Holding LLC’s membership interests as of July 1, 2005 by:

• each person who is known by us to beneficially own 5% or more of DIV Holding LLC’s outstanding equity;

• each member of our parent’s board of directors;

• each of our executive officers named in the table under “Management—Summary Compensation Table”; and

• all members of our parent’s board of directors and our executive officers as a group.

To our knowledge, each of the holders of membership interests in DIV Holding LLC listed below has sole voting and investment power as to the membership interests owned unless otherwise noted.

The following table does not include equity that may be issued after the consummation of the offering to members of our management. See “Management—Management Incentives—DIV Holding LLC Class B Interests.”

Name of Beneficial Owner(1)	Percent of Class A Interests(2)
Veritas Capital Management II, L.L.C.(3)	100.0	%
Robert B. McKeon(4)	100.0	%
Stephen J. Cannon	—
Jay K. Gorman	—
Michael Thorne	—
Charles C. Cannon	—
Natale S. DiGesualdo	—
Thomas J. Campbell	—
General Richard E. Hawley (USAF Ret.)	—
General Barry R. McCaffrey (USA Ret.)	—
Ramzi M. Musallam	—
Admiral Joseph W. Prueher (USN Ret.)	—
Admiral Leighton W. Smith, Jr. (USN. Ret.)	—
William G. Tobin	—
General Anthony C. Zinni (USMC Ret.)	—
All Executive Officers and Directors As A Group (14 Persons)(5)	100.0	%

(1) Except as otherwise indicated, the address for each of the named security owners is 8445 Freeport Parkway, Suite 400, Irving, Texas, 75063. The address for Messrs. McKeon, Campbell and Musallam is c/o Veritas Capital, and the address for Veritas Capital is 660 Madison Avenue, New York, New York, 10021.

(2) Beneficial ownership is determined in accordance with the rules of the SEC.

(3) Veritas Capital Management II, L.L.C.’s interest in our parent is held indirectly through DIV Holding LLC. The Veritas Capital Fund II, L.P., a Delaware limited partnership of which Veritas Capital Management II,

89

L.L.C. is the general partner, is the manager of DIV Holding LLC. The Veritas Capital Fund II, L.P. and its affiliates own 86% of the Class A membership interests of DIV Holding LLC and Carlisle Ventures, Inc. owns 14% of the Class A membership interests (an affiliate of The Northwestern Mutual Life Insurance Company). Through the provisions of the limited liability company agreement governing DIV Holding LLC, The Veritas Capital Fund II, L.P. controls the vote of all of the membership interests of DIV Holding LLC.

(4) Robert B. McKeon, Chairman of our parent’s board of directors, is the managing member of Veritas Capital Management II, L.L.C., and as such may be deemed a beneficial owner of the membership interests owned by Veritas Capital Management II, L.L.C. or voted under the direction of Veritas Capital Management II, L.L.C. Mr. McKeon disclaims this beneficial ownership, except to the extent of his pecuniary interest in The Veritas Capital Fund II, L.P. and DIV Holding LLC.

(5) Includes 100% of the Class A interests held by The Veritas Capital Fund II, L.P., its affiliates and Carlisle Ventures, Inc., beneficial ownership of which may be deemed to be shared by Mr. McKeon, as the managing member of Veritas Capital Management II, L.L.C. See footnote 4 above. Mr. McKeon disclaims this beneficial ownership, except to the extent of his pecuniary interest in The Veritas Capital Fund II, L.P. and DIV Holding LLC.

90

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Fee

We pay Veritas an annual management fee of $300,000 to provide us with general business management, financial, strategic and consulting services. We also paid to Veritas a one-time transaction fee of $12.0 million at the closing of the 2005 Acquisition, as consideration for its assistance in connection with planning, structuring and consummating the 2005 Acquisition.

We believe that the terms of the management fees are comparable to the fees we would have been charged by third parties performing similar services, under similar circumstances.

Transition Services Agreement

Following the Computer Sciences Corporation Acquisition, support for the business applications and communications technology of our business was provided by a combination of DynCorp’s and DynCorp International’s dedicated resources and centralized Computer Sciences Corporation administrative and information technology resources. We entered into a transition services agreement with Computer Sciences Corporation upon the closing of the 2005 Acquisition, which covers support services for certain operating areas, including information technology, business systems, financial operations, payroll/HR and employee benefits. In addition, Computer Sciences Corporation performs certain employee benefits advising and consulting services on an hourly basis as we require them.

Purchase Agreement

For a discussion regarding the terms of the purchase agreement between us and Computer Sciences Corporation (including ongoing indemnification obligations), see “The 2005 Acquisition.”

Preferred Stock of DynCorp International Inc.

In connection with the 2005 Acquisition, in addition to $775.0 million of cash proceeds, Computer Sciences Corporation exchanged $75.0 million of the purchase price for preferred equity stock in our parent, with the amount of preferred stock being subject to increase or decrease based upon an increase or decrease in net working capital of DynCorp International at closing as compared to net working capital of DynCorp International as of April 2, 2004. In addition Northwestern Mutual Life Insurance Company made a preferred stock investment of $50.0 million.

Ranking. The preferred stock ranks senior to all other equity securities of our parent as to dividend rights or upon liquidation.

Dividends. Dividends accrue on the preferred stock (during each annual period) at a rate per annum equal to 13% on the liquidation preference of the preferred stock.

Mandatory Redemption. The preferred stock is subject to mandatory redemption 10 years from the date of issue.

Change of Control Redemption. The preferred stock shall be subject to a mandatory redemption upon the occurrence of a change of control of our parent at a redemption price equal to par value plus accrued dividends plus a premium, if applicable. The terms of the preferred stock define “change of control” as:

• The direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our properties or assets taken as a whole to any “person” other than to Veritas or any affiliate of Veritas;

• The adoption of a plan relating to our liquidation or dissolution;

91

• The consummation of any transaction (including, without limitation, any merger or consolidation), that result in a third party other than Veritas or any of its affiliates becoming the beneficial owner, directly or indirectly of more than 50% of our voting stock;

• After an initial public offering of our common stock or the common stock or any of our direct or indirect parent, the first day on which a majority of the members of our board of directors are not Continuing Directors which, generally means, as of any date of determination, any member of our parent’s board of directors who was a member of our parent’s board of directors on the date of the indenture; or was nominated for election or elected to our parent’s board of directors with the approval of a majority of the continuing directors who were members of our parent’s board of directors at the time of such nomination or election; or

• The first day on which we cease to own 100% of the outstanding equity interests of DIV Capital.

Optional Redemption. The preferred stock shall be subject to redemption at any time, in whole or in part, at the option of our parent at a redemption price equal to par value plus accrued dividends plus a premium, if applicable.

Liquidation Preference. In the event of any liquidation, dissolution or winding up of our parent, then the holders of the preferred stock shall be entitled to receive, prior and in preference to all other equity securities of our parent, an amount equal to the cost per share of the preferred stock on the date of issue plus any accrued and unpaid dividends thereon computed to the date payment thereof is made.

Covenants. There are customary affirmative and negative covenants in favor of the holders of the preferred stock, including the following, in each case, subject to certain stated exceptions:

(a) Neither us nor our parent shall:

• incur or otherwise become subject to any indebtedness if such indebtedness would be in excess of total indebtedness under a maximum debt incurrence test which limits our indebtedness to 7.5 times EBIDTA or $881 million as of July 1, 2005;

• make any restricted payments except as subject to a restricted payments test to be determined;

• consummate any merger or asset sale;

• redeem or repurchase junior securities other than limited purchases from directors, officers and employees; or

• make any dividend payments on capital stock junior to the preferred stock.

(b) Veritas Capital shall not sell any of our capital stock held by it so long as shares of preferred stock remain outstanding.

(c) The holders of preferred stock will have rights to (i) receive quarterly and annual financial information, including budget information, and (ii) examine our books and records.

A “Restricted Payment ” generally means, subject to certain limited exceptions set forth in the certificates of designation governing the preferred stock; (a) the declaration or payment of any dividends; (b) the purchase, redemption or other acquisition or retirement for value of any junior securities, which generally are all classes of common stock and any other class of capital stock or series of preferred stock established after the issuance date to which the preferred stock is senior; (c) any payment on, or the purchase, redemption, defeasance or other acquisition or retirement for value of any junior securities; or (d) restricted investments, which are investments other than permitted investments described in the preferred stock instruments, which investments include investments in us, our parent or a subsidiary, certain investments acquired by us, our parent or a subsidiary, receivables owing, prepaid expenses and deposits, if created, acquired or entered into in the ordinary course of business.

92

The amount of all restricted payments (other than cash) will be the fair market value (as defined in the preferred stock certificates of designation) on the date of the restricted payment of the asset(s) or securities proposed to be transferred or issued by either our company or our parent, as the case may be, pursuant to the restricted payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by the board of directors whose resolution with respect thereto will be delivered to each holder of Series A-1 or A-2 Preferred Stock. The board of director’s determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value of any restricted payment or series of related restricted payments exceeds $15,000,000.

Covenant Defaults. In the event of a covenant default, the dividend rate shall increase by 2% during the continuance of such default.

Special Retention Plan

DynCorp International has adopted a special retention plan that applies to certain members of our senior management that entitles them to receive an incentive payment payable within thirty days after the six-month anniversary of the consummation of the 2005 Acquisition, provided they remain continuously employed by us, any subsidiary, division or affiliated unit divested by DynCorp in the 2005 Acquisition transactions until six months following the closing of such transaction. Nine of the eligible employees will receive aggregate payments equal to $525,000. Amounts for the remaining six eligible employees were based on a percentage of the purchase price over $400 million. The total value of these six employees was $3.375 million. The retention payments paid to Stephen Cannon, Jay Gorman, James Wickham, George Fleischmann, Michael Thorne and Natale DiGesualdo on August 12, 2005 were determined based on a formula discussed above and the payments were $900,000, $675,000, $450,000, $450,000, $450,000 and $450,000 respectively. Mr. Charles Cannon received $75,000.

93

DESCRIPTION OF MATERIAL INDEBTEDNESS

Simultaneously with the consummation of the issuance of the notes, we entered into a $420.0 million senior secured credit facility with various lenders, Goldman Sachs Credit Partners L.P. and Bear, Stearns & Co. Inc. The following is a summary of the material terms contained in the senior secured credit facility. The following is a summary of the material provisions of the instruments evidencing our material indebtedness. It does not include all of the provisions of our material indebtedness, copies of which have been filed as exhibits to our registration statement filed in connection with this exchange offer.

Structure. The senior secured credit facility consists of:

• a senior secured term loan, or Term Facility, of up to $345.0 million, and

• a senior secured revolving credit facility, or Revolving Facility, of up to $75.0 million.

The full amount of the Term Facility was drawn in a single drawing at the closing to fund the 2005 Acquisition and pay related fees and expenses. See “The 2005 Acquisition.” Subject to customary conditions, including the absence of defaults under the senior secured credit facility, amounts available under the Revolving Facility may be borrowed, repaid and reborrowed after the closing, as applicable, including in the form of letters of credit and swing line loans, until the maturity date thereof. The Revolving Facility may be utilized to fund our working capital and for other general corporate purposes. The availability under our revolving credit facility is reduced by our outstanding letters of credit, which, as of July 1, 2005, were $5.1 million.

Maturity, Amortization and Prepayment. The Term Facility has a maturity of six years and amortizes in 20 consecutive equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the Term Facility during the first five years thereof, with the balance payable in four equal quarterly installments in year six. Unless terminated earlier, the Revolving Facility has a maturity of five years.

The senior secured credit facility is subject to mandatory prepayment with, in general, (i) 100% of the net cash proceeds of certain asset sales, subject to certain reinvestment rights; (ii) 100% of the net cash proceeds of certain insurance and condemnation payments, subject to certain reinvestment rights; (iii) 50% of the net cash proceeds of equity offerings (declining to 25%, if a leverage ratio is met); (iv) 100% of the net cash proceeds of debt incurrences (other than debt incurrences permitted under the senior secured credit facility); and (v) 75% of our excess cash flow, as defined in the senior secured credit facility (declining to 50%, if a leverage ratio is met). Any such prepayment is applied first to the Term Facility and thereafter to the Revolving Facility.

Interest and Fees. The loans under the Term Facility bear interest, at our option, at a rate per annum equal to either: (1) the base rate (as defined in our senior secured credit facility), plus an applicable margin, or (2) the Eurodollar rate (as defined in our senior secured credit facility), plus an applicable margin. The applicable margin for our Term Facility will be reduced by 0.25% if our senior secured credit facility is assigned a rating of B1 or higher by Moody’s Investors Services Inc. at any time after the first anniversary of the closing. Amounts outstanding under our Revolving Facility initially bear interest, at our option, at a rate per annum equal to either: (1) the base rate, plus an applicable margin, or (2) the Eurodollar rate, plus an applicable margin. The Eurodollar rate is the rate per annum equal to the average British Bankers Association Interest Settlement Rate for deposits, for the relevant interest period, adjusted for regulatory reserves.

The applicable margin for revolving Eurodollar rate loans is as set forth in the following table:

Leverage Ratio	Applicable Margin for Revolving Loans
³ 5.00:1.00	2.50%
£ 5.00:1.00 ³ 4.00:1.00	2.25%
£ 4.00:1.00	2.00%

94

The base rate is a rate per annum equal to the greater of (i) the rate quoted as the “prime rate” in The Wall Street Journal (which is currently defined as the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks) and (ii) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published by the Federal Reserve Bank of New York plus  ¹/2 of 1%.

The applicable margin for revolving base rate loans is equal to the applicable margin for Eurodollar rate loans as set forth above minus 1.00% per annum.

The term loan under the senior secured credit facility bears interest, at our option, at either the base rate (as described above) plus 1.75% or the Eurodollar rate (as described above) plus 2.75%. If our senior secured credit facility receives a rating of B1 or better from Moody’s Investors Service, Inc., we are entitled to a reduction of 0.25% in the interest rate on the term loan beginning in the second year of the senior secured credit facility. Beginning on the date on which we deliver financial statements for the first full fiscal quarter following the closing, the applicable margin for the Revolving Facility is subject to adjustment based on the achievement of certain leverage ratios. The interest rates under our senior secured credit facilities bear interest at the rate determined by reference to the base rate plus an additional 2% per annum during the continuance of an event of default. A commitment fee equal to 0.5% per annum times the daily average undrawn portion of the Revolving Facility shall accrue and is payable quarterly in arrears.

Guaranties and Security. The senior secured credit facility is guaranteed by our parent and each of our existing and future direct and indirect subsidiaries, other than any foreign subsidiaries. Subject to certain customary exceptions, we and each of the guarantors granted to the senior lenders a first priority security interest in and lien on substantially all of our respective present and future property and assets to secure all of the obligations under the senior secured credit facility and any interest rate swap or similar agreements with a lender (or an affiliate of a lender) under the senior secured credit facility.

Fees. Certain customary fees are payable to the lenders and the agents under the senior secured credit facility, including, without limitation, a commitment fee for our Revolving Facility based upon non-use of available funds and letter of credit fees and issuer fronting fees.

Covenants. The senior secured credit facility contains various customary affirmative and negative covenants (subject to customary exceptions and certain existing obligations and liabilities), including, but not limited to, restrictions on our ability and the ability of our subsidiaries to (i) dispose of assets; (ii) incur additional indebtedness and guarantee obligations; (iii) repay other indebtedness; (iv) pay certain restricted payments and dividends; (v) create liens on assets or prohibit the creation of liens on assets; (vi) make investments, loans or advances; (vii) restrict distributions to our company from our subsidiaries; (viii) make certain acquisitions; (ix) engage in mergers or consolidations; (x) enter into sale and leaseback transactions; (xi) engage in certain transactions with subsidiaries that are not guarantors of the senior secured credit facility or with affiliates; or (xii) amend the terms of the notes and otherwise restrict corporate activities. In addition, under the senior secured credit facility, we are required to comply with specified financial ratios and tests, including a minimum interest coverage ratio, a maximum leverage ratio and maximum capital expenditures.

These financial ratios include a minimum interest coverage ratio and a leverage ratio. The interest coverage ratio is the ratio of EBITDA (as defined in our senior revolving credit facility) to cash interest expense for trailing quarters. The minimum interest coverage ratio increases from 2:1 to 3.2:1 during the term of the senior secured credit facility. The maximum leverage coverage ratio decreases from 6:1 to 3:1 during the term of the senior secured credit facility. The senior secured credit facility also restricts the maximum amount of our capital expenditures during each year of the senior credit facility.

Capital expenditures are expenditures that are required by generally accepted accounting principles to be included in the “purchase of property and equipment.” Our senior secured credit facility permits us to spend up to $4 million on capital expenditures in each fiscal year during the term of the senior secured credit facility.

95

Events of Default. The senior secured credit facility contains customary events of default (subject to customary exceptions, thresholds and grace periods), including, without limitation: (i) nonpayment of principal or interest; (ii) failure to perform or observe covenants; (iii) inaccuracy or breaches of representations and warranties; (iv) cross-defaults with certain other indebtedness; (v) certain bankruptcy related events; (vi) impairment of security interests in collateral; (vii) invalidity of guarantees; (viii) monetary judgment defaults; (ix) certain ERISA matters; and (x) certain change of control events.

96

DESCRIPTION OF THE NEW NOTES

DynCorp International LLC (the “Company”) and DIV Capital Corporation, as joint and several obligors (each an “Issuer” and together, the “Issuers”), issued the Original Notes on February 11, 2005 and will issue the New Notes under an indenture (the “Indenture”), dated as of February 1, among themselves, the Guarantors and The Bank of New York, as Trustee (the “Trustee”). DIV Capital Corporation is a wholly owned subsidiary of the Company with nominal assets which conducts no operations. The terms of the New Notes are identical in all material respects to the terms of the Original Notes, except for the transfer restrictions and registration rights relating to the Original Notes.

The following description is a summary of the material provisions of the Indenture. It does not include all of the provisions of the Indenture nor does it restate the Indenture in its entirety. We urge you to read the Indenture because it defines your rights. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). References to the “Notes” in this section of the prospectus refers to both the “Original Notes” and the “New Notes.” Copies of the indenture and the registration rights agreement are available as set forth below under “—Additional Information.” Certain defined terms used in this description of the New Notes but not defined below under the subheading “—Certain Definitions” have the meanings assigned to them in the indenture.

Brief Description of the Notes and the Subsidiary Guarantees

The New Notes

The New Notes:

• will be general unsecured obligations of the Issuers;

• will be subordinated in right of payment to all existing and future Senior Debt of the Issuers, including borrowings under the Credit Agreement;

• will be structurally subordinated to any existing and future indebtedness and liabilities of the Company’s foreign subsidiaries;

• will be pari passu in right of payment to any future senior subordinated Indebtedness of the Issuers;

• will be senior in right of payment to any future subordinated Indebtedness of the Issuers; and

• will be unconditionally guaranteed by the Guarantors.

The Subsidiary Guarantees

The New Notes will be guaranteed by all of the Company’s Domestic Subsidiaries. The Guarantors, as primary obligors will jointly and severally and unconditionally guarantee, on a senior subordinated basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the indenture and the New Notes, whether for payment of principal of or interest on or Special Interest in respect of the New Notes, expenses, indemnification or otherwise, on the terms set forth in the indenture.

Each guarantee of the New Notes

• will be a general unsecured obligation of the Guarantor;

• will be subordinated in right of payment to all existing and future Senior Debt of that Guarantor, including guarantees of Indebtedness under the Credit Agreement;

• will be pari passu in right of payment with any future senior subordinated Indebtedness of that Guarantor; and

• will be senior in right of payment to any future Indebtedness of that Guarantor that is expressly subordinated to the New Notes.

97

Assuming we had completed this offering of New Notes and applied the net proceeds as intended, as of October 1, 2004, the Issuers and the Guarantors would have had total Senior Debt of approximately $345.0 million. As indicated above and as discussed in detail below under the caption “—Subordination,” payments on the New Notes and under these guarantees will be subordinated to the payment of Senior Debt. The indenture will permit us and the Guarantors to incur additional Senior Debt.

None of the Company’s existing and future Foreign Subsidiaries will guarantee the New Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. As a result, the New Notes will be effectively subordinated in right of payment to all Indebtedness and other liabilities and commitments (including trade payables and lease obligations) of our Foreign Subsidiaries and, if any, other non-guarantor Subsidiaries. Our non-guarantor Subsidiaries represented 11.3% of our total revenues for the six-month period ended October 1, 2004 and held .5% of our total assets as of October 1, 2004. See “Risk Factors—Not all of our subsidiaries will guarantee the New Notes. The New Notes will be structurally subordinated to indebtedness and other liabilities of our non-guarantor subsidiaries.”

As of the date of the indenture, all of our Subsidiaries will be “Restricted Subsidiaries.” However, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the New Notes.

Principal, Maturity and Interest

The Issuers will issue $320 million in aggregate principal amount of Notes in this offering. The Issuers may issue additional Notes under the indenture from time to time after this offering. Any issuance of additional Notes is subject to all of the covenants in the indenture, including the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The Notes and any additional Notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Issuers will issue New Notes in denominations of $2,000 and integral multiples of $1,000. The Notes will mature on February 15, 2013.

Interest on the Notes accrues at the rate of 9.500% per annum and will be payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2005. Interest on overdue principal and interest and Special Interest, if any, will accrue at a rate that is 1% higher than the then applicable interest rate on the Notes. The Issuers will make each interest payment to the holders of record on the immediately preceding February 1 and August 1.

Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a holder of Notes has given wire transfer instructions to the Issuers, the Issuers will pay all principal, interest and premium and Special Interest, if any, on that holder’s Notes in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless the Issuers elect to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar. The Issuers may change the paying agent or registrar without prior notice to the holders of the Notes, and the Company or any of its Subsidiaries may act as paying agent or registrar.

98

Transfer and Exchange

A holder may transfer or exchange Notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes or similar government charges due on transfer or exchange. The Issuers will not be required to transfer or exchange any note selected for redemption. Also, the Issuers will not be required to transfer or exchange any note (1) for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or (2) between a record date and the next succeeding interest payment date.

The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

Subsidiary Guarantees

The Notes are guaranteed by each of the Company’s current and future Domestic Subsidiaries. These Subsidiary Guarantees will be joint and several obligations of the Guarantors. Each Subsidiary Guarantee will be subordinated to the prior payment in full of all Senior Debt of that Guarantor. As of July 1, 2005, we had $664.1 million of indebtedness including the New Notes and excluding interest accrued thereon, of which $344.1 million was secured. On the same date, we had approximately $69.9 million available under our senior secured credit facility (which gives effect to $5.1 million of outstanding letters of credit which reduced our availability by that amount). As of July 1, 2005, approximately $344.1 million of our indebtedness ranked senior to or pari passu with, the new Notes, excluding $5.1 million of outstanding letters of credit. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Federal and state laws permit courts to void guarantees under certain circumstances.”

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, its Subsidiary Guarantee and the registration rights agreement pursuant to a supplemental indenture satisfactory to the trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture.

The Subsidiary Guarantee of a Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with the “Asset Sale” provisions of the indenture;

(2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition complies with the “Asset Sale” provisions of the indenture;

99

(3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture; or

(4) upon legal defeasance or satisfaction and discharge of the indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge.”

See “—Repurchase at the Option of Holders—Asset Sales,” “—Designation of Restricted and Unrestricted Subsidiaries,” “—Legal Defeasances and Covenant Defeasance and “Satisfaction and Discharge.”

Subordination

The payment of principal, interest and premium and Special Interest, if any, on the Notes will be subordinated to the prior payment in full of all Senior Debt of the Issuers, including Senior Debt incurred after the date of the indenture.

The holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the documentation governing the applicable Senior Debt) before the holders of Notes will be entitled to receive any payment with respect to the Notes (except that holders of Notes may receive and retain Permitted Junior Securities and payments made from either of the trusts, if any, as described under “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”), in the event of any distribution to creditors of the Company:

(1) in a liquidation or dissolution of the Company or DIV Capital;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company, DIV Capital or their respective property;

(3) in an assignment for the benefit of creditors; or

(4) in any marshaling of the Company’s or DIV Capital’s assets and liabilities.

The Issuers also may not make any payment in respect of the New Notes (except in Permitted Junior Securities or from the trusts described under “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”) if:

(1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or

(2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the trustee receives a notice of such default (a “Payment Blockage Notice”) from the Company or the holders of any Designated Senior Debt.

Notwithstanding the foregoing, the Issuers may make payment on the New Notes if the Issuers and the trustee receive written notice approving such payment from the holders of any Designated Senior Debt with respect to which either of the events set forth in clauses (1) and (2) of this paragraph has occurred and is continuing.

Payments on the Notes may and will be resumed at the first to occur of the following:

(1) in the case of a payment default, upon the date on which such default is cured or waived; and

(2) in the case of any other default, upon the earlier of (a) the date on which such default is cured or waived, (b) 179 days after the date on which the applicable Payment Blockage Notice is received, or (c) the date the Trustee receives notice from a representative of the Designated Senior Debt, rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.

100

No new Payment Blockage Notice may be delivered unless and until:

(1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

(2) all scheduled payments of principal, interest and premium and Special Interest, if any, on the Notes that have come due have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

If the trustee or any holder of the Notes receives a payment in respect of the Notes (except in Permitted Junior Securities or from the trusts described under “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”) when:

(1) the payment is prohibited by these subordination provisions; and

(2) the trustee or the holder has actual knowledge that the payment is prohibited,

the trustee or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the trustee or the holder, as the case may be, will deliver the amounts in trust to the Representatives of Senior Debt.

The Issuers must promptly notify the Representatives of Senior Debt if payment on the Notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of the Company or DIV Capital, holders of Notes may recover less ratably than creditors of the Company or DIV Capital who are holders of Senior Debt. As a result of the obligation to deliver amounts received in trust to holders of Senior Debt, holders of Notes may recover less ratably than trade creditors of the Company or DIV Capital. Payments under each Guarantee will be subordinated to the prior payment in full of all Senior Debt of such Guarantor. See “Risk Factors—Your right to receive payments on New Notes is subordinated to our existing and future senior indebtedness, and the existing and future senior indebtedness of our subsidiary guarantors, including the senior secured credit facility.”

Optional Redemption

At any time prior to February 15, 2008, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the indenture at a redemption price of 109.500% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Issuers or a contribution to the common equity capital of the Company from the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that:

(1) at least 65% of the aggregate principal amount of Notes originally issued under the indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution.

Except pursuant to the preceding paragraph, the Notes will not be redeemable at the Issuers’ option prior to February 15, 2009. The Company is not prohibited by the terms of the indenture, however, from acquiring the Notes by means other than a redemption, whether pursuant to an issuer tender offer, in open market transactions or otherwise, assuming such acquisition does not otherwise violate the terms of the indenture.

101

On or after February 15, 2009 the Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2009	104.750%
2010	102.375%
2011 and thereafter	100.000%

Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

If less than all of the Notes are to be redeemed, the procedures described below under “—Selection and Notice” will apply.

At any time prior to February 15, 2009 the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of the holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

Mandatory Redemption

The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of Notes will have the right to require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, the Issuers will offer a Change of Control equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuers will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of the indenture by virtue of such compliance.

On the Change of Control Payment Date, the Issuers will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

102

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the trustee the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers.

The paying agent will promptly mail to each holder of Notes properly tendered, and not withdrawn, the Change of Control Payment for such Notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new note will be in denominations of $2,000 and integral multiples of $1,000. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. A Change in Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer will be retired and cancelled.

Prior to complying with any of the provisions of this “Change of Control” covenant, but in any event within 90 days following a Change of Control, the Issuers will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant.

The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require the Issuers to repurchase the Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

If a Change of Control Offer is made, there can be no assurance that the Issuers will have available funds sufficient to pay the purchase price for all of the Notes that might be tendered by holders seeking to accept the Change of Control Offer. The failure of the Issuers to make or consummate the Change of Control Offer or pay the Change of Control Payment when due would result in an Event of Default under the indenture which would, in turn, constitute a default under the Credit Agreement.

Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

103

(2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following will be deemed to be cash:

(a) Cash Equivalents;

(b) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assumption agreement that releases the Company or such Restricted Subsidiary from further liability;

(c) Replacement Assets;

(d) any securities, Notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are, within 180 days of the Asset Sale, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion;

(e) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant; and

(f) any Designated Noncash Consideration received by the Company or any Restricted Subsidiary thereof in such Asset Sale having a Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (f) that is at that time outstanding, not to exceed $2.5 million at the time of receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option:

(1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;

(3) to make a capital expenditure; or

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.

Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $5.0 million, within ten days thereof, the Company will make an Asset Sale Offer to all holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Special Interest, if any, to the date of purchase and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

104

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

The agreements governing the Company’s outstanding Senior Debt currently prohibit the Company from purchasing any Notes, and also provide that certain change of control or asset sale events with respect to the Company would constitute a default under these agreements. Any future credit agreements or other agreements relating to Senior Debt to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its senior lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of Notes.

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the trustee will select Notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements.

No Notes of $2,000 or less can be redeemed in part. Notices of purchase or redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be purchased or redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

If any note is to be purchased or redeemed in part only, the notice of purchase or redemption that relates to that note will state the portion of the principal amount of that note that is to be purchased or redeemed. A new note in principal amount equal to the unpurchased or unredeemed portion of the Original Note will be issued in the name of the holder of Notes upon cancellation of the Original Note. Notes called for purchase or redemption become due on the date fixed for purchase or redemption. On and after the purchase or redemption date, interest ceases to accrue on Notes or portions of Notes purchased or called for redemption.

Certain Covenants

Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company;

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;

105

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except (i) a payment of interest or principal at the Stated Maturity thereof or (ii) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of such purchase, repurchase or other acquisition; or

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7) and (8) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the indenture to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(b) 100% of the aggregate Qualified Proceeds received by the Company since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus

(c) to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus

(d) to the extent that any Unrestricted Subsidiary of the Company designated as such after the date of the indenture is redesignated as a Restricted Subsidiary after the date of the indenture, the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation; plus

(e) 50% of any dividends received by the Company or a Restricted Subsidiary of the Company that is a Guarantor after the date of the indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period.

106

The preceding provisions will not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

(5) so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former officer, director, consultant or employee of the Company or any of its Restricted Subsidiaries, and any dividend payment or other distribution by the Company or a Restricted Subsidiary to a direct or indirect parent holding company of the Company utilized for the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of such direct or indirect parent holding company held by any current or former officer, director, employee or consultant of the Company or any of its Restricted Subsidiaries or, in each case to the extent applicable, their respective estates, spouses, former spouses or family members, in each case, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or benefit plan of any kind; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1.0 million in any calendar year period (with unused amounts in any immediately preceding calendar year being carried over to the succeeding calendar year subject to a maximum carry-over amount of $2.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests of the Company and, to the extent contributed to the Company as common equity capital, Equity Interests of any of the Company’s direct or indirect parent entities, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent entities that occurs after the date of the indenture, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3)(b) of the preceding paragraph, plus

(b) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the date of the indenture, less

(c) the amount of any Restricted Payments previously made pursuant to clauses (a) and (b) of this clause (5);

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options or warrants to the extent such Equity Interests represent a portion of the exercise price of those stock options or warrants;

(7) so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified

107

Stock of the Company or any Restricted Subsidiary of the Company issued on or after the date of the indenture in accordance with the Fixed Charge Coverage Ratio test described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(8) Permitted Payments to Parent;

(9) so long as no Default has occurred and is continuing or would be caused thereby, upon the occurrence of a Change of Control and within 60 days after completion of the offer to repurchase Notes pursuant to the covenant described above under the caption “—Repurchase at the Option of Holders—Change of Control” (including the purchase of all Notes tendered), any purchase or redemption of Indebtedness of the Company that is contractually subordinated to the Notes or any Subsidiary Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Change of Control, at a purchase price not greater than 101% of the outstanding principal amount thereof (plus accrued and unpaid interest); provided that, prior to such repayment or repurchase, the Company shall have made the Change of Control Offer with respect to the Notes as required by the indenture, and the Company shall have repurchased all Notes validly tendered for payment and not withdrawn in connection with such Change of Control Offer;

(10) so long as no Default has occurred and is continuing or would be caused thereby, within 60 days after the completion of an Asset Sale Offer pursuant to the covenant described under the caption “—Repurchase at the Option of the Holders—Asset Sales” (including the purchase of all Notes tendered), any purchase or redemption of Indebtedness of the Company that is contractually subordinated to the Notes or any Subsidiary Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Asset Sale, at a purchase price not greater than 100% of the outstanding principal amount thereof (plus accrued and unpaid interest) with any Excess Proceeds that remain after consummation of an Asset Sale Offer; provided that, prior to such repayment or repurchase, the Company shall have made the Asset Sale Offer with respect to the Notes as required by the indenture, and the Company shall have repurchased all Notes validly tendered for payment and not withdrawn in connection with such Asset Sale Offer;

(11) payment of fees and reimbursement of other expenses to the Permitted Holders in connection with the 2005 Acquisition as described above under the caption “Certain Relationships and Related Party Transactions”; and

(12) so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $15.0 million since the date of the indenture.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of the Company whose resolution with respect thereto will be delivered to the trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $15.0 million.

Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Issuers and the Guarantors may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately

108

preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Company (and the Guarantee thereof by the Guarantors) of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $420.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any of its Restricted Subsidiaries since the date of the indenture to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;

(2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;

(3) the incurrence by the Issuers and the Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the registration rights agreement;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed $10.0 million at any time outstanding;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (12) or (14) of this paragraph;

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:

(a) if the Company, DIV Capital or any Guarantor is the obligor on such Indebtedness and the payee is not the Company, DIV Capital or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company or DIV Capital, or the Subsidiary Guarantee, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

109

(7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and

(b) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(9) the guarantee by the Issuers or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, completion and surety bonds, completion guarantees and similar obligations in the ordinary course of business;

(11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;

(12) the incurrence by the Company or a Restricted Subsidiary of Indebtedness arising from agreements of the Company or such Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the sale or other disposition of any business, assets or Capital Stock of the Company or any Restricted Subsidiary of the Company, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Capital Stock; provided that (A) the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, whether or not cash, actually received by the Company and its Restricted Subsidiaries in connection with such disposition and (B) such Indebtedness is not reflected in the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (B);

(13) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;

(14) the incurrence by any Foreign Subsidiary of the Company of Indebtedness, in an amount not to exceed $5.0 million at any time outstanding; and

(15) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (15), not to exceed $15.0 million.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (15) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company (in its sole discretion) will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any

110

manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this covenant; provided that, in each such case, the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(a) the Fair Market Value of such assets at the date of determination; and

(b) the amount of the Indebtedness of the other Person.

No Layering of Debt

The Issuers will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to any Senior Debt of the Issuers and senior in right of payment to the Notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in right of payment to such Guarantor’s Subsidiary Guarantee. No such Indebtedness will be considered to be senior by virtue of being secured on a first or junior priority basis. For purposes of the foregoing, no Indebtedness will be deemed to be contractually subordinated in right of payment or junior in respect to any other Indebtedness of the Company or a Guarantor solely by virtue of being unsecured or by virtue of the fact that the holders of secured indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Liens

The Company will not and will not permit any of its Restricted Subsidiaries to create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien; provided, that if such Indebtedness is by its terms expressly subordinated to the Notes or any Subsidiary Guarantee, the Lien securing such Indebtedness shall be subordinate and junior to the Lien securing the Notes and the Subsidiary Guarantees with the same relative priority as such subordinate or junior Indebtedness shall have with respect to the Notes and Subsidiary Guarantees.

111

Dividend and Other Payment Restrictions Affecting Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Credit Facilities as in effect on the date of the indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture;

(2) the indenture, the Notes and the Subsidiary Guarantees;

(3) applicable law, rule, regulation or order;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

(5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

(7) any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) Liens permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) customary limitations on the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, lease agreements, licenses and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(12) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis; and

112

(13) restrictions in other Indebtedness incurred in compliance with the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (1) and (2) above.

Merger, Consolidation or Sale of Assets

The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that, in the case such Person is not a corporation, a co-obligor of the Notes is a corporation;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, the indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction, no Default or Event of Default exists; and

(4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period;

(a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or

(b) would have a Fixed Charge Coverage Ratio that is greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction.

In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

This “Merger, Consolidation or Sale of Assets” covenant will not apply to:

(1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or

(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

113

(2) the Company delivers to the trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors of the Company set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million (other than transactions with Affiliates in connection with joint venture, joint bidding, joint marketing or other similar arrangements for the provision of services in a Permitted Business), an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any consulting or employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2) transactions between or among the Company and/or its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Company;

(5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company;

(6) Restricted Payments that do not violate the provisions of the indenture described above under the caption “—Restricted Payments;”

(7) payment of Subordinated Management Fees;

(8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding;

(9) Permitted Payments to Parent; and

(10) transactions with a joint venture engaged in a Permitted Business; provided that all the outstanding ownership interests of such joint venture are owned only by the Company, its Restricted Subsidiaries and Persons that are not Affiliates of the Company.

Business Activities

The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Additional Subsidiary Guarantees

If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of the indenture, then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 10 business days of the date on which it was acquired or created.

114

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “—Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Payments for Consent

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the Notes unless such consideration is offered to be paid and is paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Limitation on the Conduct of Business of DIV Capital

In addition to the other restrictions set forth in the indenture, the indenture will provide that DIV Capital may not hold any material assets, become liable for any material obligations or engage in any significant business activities; provided that DIV Capital may be a co-obligor with respect to Indebtedness if the Company is an obligor of such Indebtedness and the net proceeds of such Indebtedness are received by the Company or one or more of the Company’s Restricted Subsidiaries other than DIV Capital.

The Company will not sell or otherwise dispose of any shares of Capital Stock of DIV Capital and will not permit DIV Capital, directly or indirectly, to issue or sell or otherwise dispose of any shares of its Capital Stock.

115

Reports

Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the holders of Notes or cause the trustee to furnish to the holders of Notes, within the time periods specified in the SEC’s rules and regulations (together with extensions granted by the SEC):

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

Notwithstanding the foregoing, such requirements will be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of a shelf registration statement by the filing with the SEC of the registration statement relating to the exchange offer and/or the shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that any such registration statement is filed within the time periods specified in the registration rights agreement.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, following the consummation of the exchange offer contemplated by the registration rights agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

If, at any time after consummation of the exchange offer contemplated by the registration rights agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest on, or Special Interest, if any, with respect to, the Notes, whether or not prohibited by the subordination provisions of the indenture;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of the indenture;

116

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control,” “—Repurchase at the Option of Holders—Asset Sales” or “—Certain Covenants—Merger, Consolidation or Sale of Assets;”

(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the indenture;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary (or the payment of which is guaranteed by the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, if that default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity, and,

in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more;

(6) failure by the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary to pay final and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $15.0 million (net of any amounts covered by insurance or pursuant to which the Company is indemnified to the extent that the third party under such agreement honors its obligations thereunder), which judgments are not paid, discharged or stayed for a period of 60 days and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed;

(7) except as permitted by the indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee; and

(8) certain events of bankruptcy or insolvency described in the indenture with respect to either Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to either Issuer, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided that so long as any Indebtedness permitted to be incurred pursuant to the Credit Facilities is outstanding, such acceleration will not be effective until the earlier of (1) the acceleration of such Indebtedness under the Credit Facilities or (2) five business days after receipt by the Company of written notice of such acceleration. If any Designated Senior Debt is outstanding, the Issuers may only pay amounts due on the Notes if otherwise permitted by the provisions under the caption “—Subordination” above.

117

Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding Notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium or Special Interest, if any.

Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of Notes unless such holders have offered to the trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest or Special Interest, if any, when due, no holder of a note may pursue any remedy with respect to the indenture or the Notes unless:

(1) such holder has previously given the trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the trustee to pursue the remedy;

(3) such holders have offered the trustee security reasonably satisfactory to it or indemnity against any loss, liability or expense;

(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) holders of a majority in aggregate principal amount of the then outstanding Notes have not given the trustee a direction inconsistent with such request within such 60-day period.

The holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the trustee may, on behalf of the holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, the Notes.

The Issuers are required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No past, present or future director, officer, employee, manager, incorporator (or Person forming any limited liability company) stockholder, agent or member of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, the indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a note and a Guarantee waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

The Issuers may at any time, at the option of their respective Board of Directors evidenced by a resolution set forth in an officers’ certificate, elect to have all of their obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on, such Notes when such payments are due from the trust referred to below;

118

(2) the Issuers’ obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and the Issuers’ and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the indenture.

In addition, the Issuers may, at their option and at any time, elect to have the obligations of the Issuers and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuers must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium and Special Interest, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuers must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6) the Issuers must deliver to the trustee an officers’ certificate stating that the deposit was not made by the Issuers with the intent of preferring the holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and

(7) the Issuers must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

119

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, the indenture or the Notes or the Subsidiary Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of the indenture or the Notes or the Subsidiary Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each holder of Notes affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting holder):

(1) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest, including default interest, on any note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Special Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the Notes;

(6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or interest or premium or Special Interest, if any, on, the Notes;

(7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

(8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture; or

(9) make any change in the preceding amendment and waiver provisions.

In addition, any amendment to, or waiver of, the provisions of the indenture relating to subordination that adversely affects the rights of the holders of the Notes will require the consent of the holders of at least 75% in aggregate principal amount of Notes then outstanding.

Notwithstanding the preceding, without the consent of any holder of Notes, the Issuers, the Guarantors and the trustee may amend or supplement the indenture, the Notes or the Subsidiary Guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to, or in place of, certificated Notes;

(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to holders of Notes and Subsidiary Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the indenture of any such holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

120

(6) to conform the text of the indenture, the Subsidiary Guarantees or the Notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture, the Subsidiary Guarantees or the Notes;

(7) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture as of the date of the indenture;

(8) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; or

(9) to comply with the rules of any applicable securities depository.

The consent of the holders is not necessary under the indenture to approve the particular form of any proposed amendment, waiver or consent. It is sufficient if the consent approves the substance of the proposed amendment, waiver or consent.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1) either:

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the trustee for cancellation; or

(b) all Notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the trustee for cancellation for principal, premium and Special Interest, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound;

(3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

(4) the Issuers have delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Issuers must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of the Issuers or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act) or resign.

121

The holders of a majority in aggregate principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions to be specified in the indenture. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of Notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

Anyone who receives this prospectus may obtain a copy of the indenture and registration rights agreement without charge by writing to 8445 Freeport Parkway, Suite 400, Irving, Texas 75063, Attention: Chief Financial Officer.

Book-Entry, Delivery and Form

The Notes are being offered and sold to qualified institutional buyers in reliance on Rule 144A (“Rule 144A Notes”). The Notes also may be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”). Except as set forth below, the Notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. Notes will be issued at the closing of this offering only against payment in immediately available funds.

Rule 144A Notes initially will be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially will be represented by one or more temporary Notes in registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Notes”). The Rule 144A Global Notes and the Regulation S Temporary Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below. Through and including the 40th day after the later of the commencement of this offering and the closing of this offering (such period through and including such 40th day, the “Restricted Period”), beneficial interests in the Regulation S Temporary Global Notes may be held only through the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) (as indirect participants in DTC), unless transferred to a person that takes delivery through a Rule 144A Global Note in accordance with the certification requirements described below. Within a reasonable time period after the expiration of the Restricted Period, the Regulation S Temporary Global Notes will be exchanged for one or more permanent Notes in registered, global form without interest coupons (collectively, the “Regulation S Permanent Global Notes” and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes;” the Regulation S Global Notes and the Rule 144A Global Notes collectively being the “Global Notes”) upon delivery to DTC of certification of compliance with the transfer restrictions applicable to the Notes and pursuant to Regulation S as provided in the indenture. Beneficial interests in the Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes at any time except in the limited circumstances described below. See “—Exchanges between Regulation S Notes and Rule 144A Notes.”

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive Notes in registered certificated form (“Certificated Notes”) except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of Notes in certificated form.

Rule 144A Notes (including beneficial interests in the Rule 144A Global Notes) will be subject to certain restrictions on transfer and will bear a restrictive legend as described under “Notice to Investors.” Regulation S Notes will also bear the legend as described under “Notice to Investors.” In addition, transfers of beneficial

122

interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Issuers take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised the Issuers that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by, or on behalf of, DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised the Issuers that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the Initial Purchasers with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

Investors in the Rule 144A Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Rule 144A Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. Investors in the Regulation S Global Notes must initially hold their interests therein through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such systems. After the expiration of the Restricted Period (but not earlier), investors may also hold interests in the Regulation S Global Notes through Participants in the DTC system other than Euroclear and Clearstream. Euroclear and Clearstream will hold interests in the Regulation S Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “holders” thereof under the indenture for any purpose.

123

Payments in respect of the principal of, and interest and premium, if any, and Special Interest, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, the Issuers and the trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Issuers, the trustee nor any agent of the Issuers or the trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised the Issuers that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or the Issuers. Neither the Issuers nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the Notes, and the Issuers and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Subject to the transfer restrictions set forth under “Notice to Investors,” transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the Notes described herein, cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised the Issuers that it will take any action permitted to be taken by a holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Rule 144A Global Notes and the Regulation S Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures

124

and may discontinue such procedures at any time. None of the Issuers, the trustee and any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes if:

(1) DTC (a) notifies the Issuers that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuers fail to appoint a successor depositary;

(2) the Issuers, at their option, notify the trustee in writing that they elect to cause the issuance of the Certificated Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged for Certificated Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in “Notice to Investors,” unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.

Exchanges Between Regulation S Notes and Rule 144A Notes

Prior to the expiration of the Restricted Period, beneficial interests in the Regulation S Global Note may be exchanged for beneficial interests in the Rule 144A Global Note only if:

(1) such exchange occurs in connection with a transfer of the Notes pursuant to Rule 144A; and

(2) the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that the Notes are being transferred to a Person:

(a) who the transferor reasonably believes to be a qualified institutional buyer within the meaning of Rule 144A;

(b) purchasing for its own account or the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A; and

(c) in accordance with all applicable securities laws of the states of the United States and other jurisdictions.

Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Euroclear or Clearstream.

125

Transfers involving exchanges of beneficial interests between the Regulation S Global Notes and the Rule 144A Global Notes will be effected by DTC by means of an instruction originated by the trustee through the DTC Deposit/Withdraw at Custodian system. Accordingly, in connection with any such transfer, appropriate adjustments will be made to reflect a decrease in the principal amount of the Regulation S Global Note and a corresponding increase in the principal amount of the Rule 144A Global Note or vice versa, as applicable. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for so long as it remains such an interest. The policies and practices of DTC may prohibit transfers of beneficial interests in the Regulation S Global Note prior to the expiration of the Restricted Period.

Certifications by Holders of the Regulation S Temporary Global Notes

A holder of a beneficial interest in the Regulation S Temporary Global Notes must provide Euroclear or Clearstream, as the case may be, with a certificate in the form required by the indenture certifying that the beneficial owner of the interest in the Regulation S Temporary Global Note is either a non-U.S. person or a U.S. person that has purchased such interest in a transaction that is exempt from the registration requirements under the Securities Act, and Euroclear or Clearstream, as the case may be, must provide to the trustee (or the paying agent if other than the trustee) a certificate in the form required by the indenture, prior to any exchange of such beneficial interest for a beneficial interest in the Regulation S Permanent Global Notes.

Same Day Settlement and Payment

The Issuers will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, interest and Special Interest, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The Issuers will make all payments of principal, interest and premium, if any, and Special Interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The Notes represented by the Global Notes are expected to be eligible to trade in The PORTAL^SM Market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuers expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Issuers that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Registration Rights; Special Interest

The following description is a summary of the material provisions of the registration rights agreement. It does not restate that agreement in its entirety. We urge you to read the proposed form of registration rights agreement in its entirety because it, and not this description, defines your registration rights as holders of these notes. See “—Additional Information.”

The Issuers, the Guarantors and the Initial Purchasers entered into the registration rights agreement on February 11, 2004. Pursuant to the registration rights agreement, the Issuers and the Guarantors agreed to file with the SEC the Exchange Offer Registration Statement (as defined in the registration rights agreement) on the

126

appropriate form under the Securities Act with respect to the Exchange Notes. The initial filing of the Exchange Offer Registration Statement was made on August 9, 2005. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers and the Guarantors will offer to the holders of Transfer Restricted Securities (as defined below) pursuant to the Exchange Offer (as defined in the registration rights agreement) who are able to make certain representations the opportunity to exchange their Transfer Restricted Securities for Exchange Notes.

If:

(1) the Issuers and the Guarantors are not permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy;

(2) the Exchange Offer has not been completed within 310 days following the issuance of the Original Notes; or

(3) any holder of Transfer Restricted Securities notifies the Issuers prior to the 15th day following consummation of the Exchange Offer that:

(a) it is prohibited by law or SEC policy from participating in the Exchange Offer;

(b) it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or

(c) it is a broker-dealer and owns Notes acquired directly from the Issuers or an affiliate of either Issuer,

the Issuers and the Guarantors will file with the SEC a Shelf Registration Statement (as defined in the registration rights agreement) to cover resales of the Notes by the holders of the Notes who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement.

For purposes of the preceding, “Transfer Restricted Securities” means each Note until the earliest to occur of:

(1) the date on which such Note has been exchanged by a Person other than a broker-dealer for an Exchange Note in the Exchange Offer;

(2) following the exchange by a broker-dealer in the Exchange Offer of a Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement;

(3) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or

(4) the date on which such Note is distributed to the public pursuant to Rule 144 under the Securities Act or is eligible for sale pursuant to Rule 144(k) under the Securities Act.

The registration rights agreement will provide that:

(1) the Issuers and the Guarantors will file an Exchange Offer Registration Statement with the SEC on or prior to 180 days after the issuance of the Original Notes;

(2) the Issuers and the Guarantors will use all commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to 270 days after the issuance of the Original Notes;

(3) unless the Exchange Offer would not be permitted by applicable law or SEC policy, the Issuers and the Guarantors will:

(a) commence the Exchange Offer; and

(b) use all commercially reasonable efforts to issue on or prior to 45 business days, or longer, if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange Offer; and

127

(4) if obligated to file the Shelf Registration Statement, the Issuers and the Guarantors will file the Shelf Registration Statement with the SEC on or prior to 45 days after such filing obligation arises and will use all commercially reasonable efforts to cause the Shelf Registration to be declared effective by the SEC on or prior to 150 days after such Shelf Registration Statement is filed.

If:

(1) the Issuers and the Guarantors fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing;

(2) any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”);

(3) the Issuers and the Guarantors fail to consummate the Exchange Offer within 45 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or

(4) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the registration rights agreement (each such event referred to in clauses (1) through (4) above, a “Registration Default”), then the Issuers and the Guarantors will pay Special Interest to each holder of Transfer Restricted Securities.

With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Special Interest will be paid in an amount equal to 0.25% per annum on the outstanding principal amount of the Transfer Restricted Securities. The amount of the Special Interest will increase by an additional 0.25% per annum on the outstanding principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of 1.0% per annum on the outstanding principal amount of Transfer Restricted Securities.

All accrued Special Interest will be paid by the Issuers and the Guarantors on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of Certificated Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

Following the cure of all Registration Defaults, the accrual of Special Interest will cease. Special Interest will accrue only on notes that constitute Registrable Securities (as defined in the registration rights agreement).

Holders of Original Notes will be required to make certain representations to the Issuers (as described in the registration rights agreement) in order to participate in the Exchange Offer and will be required to deliver certain information to be used in connection with the Shelf Registration Statement and to provide comments on the Shelf Registration Statement within the time periods set forth in the registration rights agreement in order to have their Original Notes included in the Shelf Registration Statement and benefit from the provisions regarding Special Interest set forth above. By acquiring Transfer Restricted Securities, a holder will be deemed to have agreed to indemnify the Issuers and the Guarantors against certain losses arising out of information furnished by such holder in writing for inclusion in any Shelf Registration Statement. Holders of Notes will also be required to suspend their use of the prospectus included in the Shelf Registration Statement under certain circumstances upon receipt of written notice to that effect from the Issuers.

Governing Law

The indenture, the notes and the guarantees will be governed by and construed in accordance with the laws of the State of New York.

128

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the transactions contemplated by the Purchase Agreement dated as of December 12, 2004 among Computer Sciences Corporation and DynCorp and the Veritas Capital Fund II, L.P. and DynCorp International Inc., including the borrowings under the Credit Agreement and the offering of the notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Applicable Premium” means, with respect to any note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the note; or

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of the note at February 15, 2009, (such redemption price being set forth in the table appearing above under the caption “—Optional Redemption”) plus (ii) all required interest payments due on the note through February 15, 2009 (excluding accrued but unpaid interest to the applicable redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of the note, if greater.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries (other than directors’ qualifying Equity Interests or Equity Interests required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary).

129

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $1.0 million;

(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

(4) the licensing of intellectual property or other general intangibles to third persons on customary terms as determined by the Board of Directors in good faith and the ordinary course of business;

(5) the sale or disposition of any property or equipment that has become damaged, worn-out or obsolete, in the ordinary course of business;

(6) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property for use in a Permitted Business;

(7) the sale or other disposition of cash or Cash Equivalents;

(8) a Restricted Payment that does not violate the covenant described above under the caption “—Certain Covenants—Restricted Payments” or a Permitted Investment; and

(9) the sale, lease, sub-lease, license, sub-license, consignment, conveyance or other disposition of equipment, inventory or other assets in the ordinary course of business, including leases with a duration of no greater than 24 months with respect to facilities that are temporarily not in use or pending their disposition, or accounts receivable in connection with the compromise, settlement or collection thereof.

“Asset Sale Offer” has the meaning assigned to that term in the indenture governing the notes.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee or board of directors of the sole member or of the managing member thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

130

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than 360 days from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better at the time of acquisition;

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having at the time of acquisition one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Service and, in each case, maturing within nine months after the date of acquisition;

(6) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and at the time of acquisition thereof, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Services or Moody’s Investors Service, Inc.;

(7) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition; and

(8) local currencies held by the Company or any of its Restricted Subsidiaries, from time to time in the ordinary course of business and consistent with past practice.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than a Principal;

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than a Principal or a Related Party of a Principal, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares;

(4) after an initial public offering of the Company or any direct or indirect parent of the Company, the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

(5) the first day on which the Company ceases to own 100% of the outstanding Equity Interests of DIV Capital.

131

“Change of Control Offer” has the meaning assigned to that term in the indenture governing the notes.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(5) Subordinated Management Fees, to the extent such Subordinated Management Fees were deducted in computing such Consolidated Net Income; plus

(6) nonrecurring charges or expenses made or incurred in connection with any restructuring, to the extent deducted in computing such Consolidated Net Income, provided that the aggregate amount of such charges or expenses may not exceed $5.0 million in any twelve-month period; plus

(7) nonrecurring, non-cash charges that were deducted in computing such Consolidated Net, Income; minus

(8) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) the cumulative effect of a change in accounting principles will be excluded;

(4) notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries;

(5) non-cash compensation charges or other non-cash expenses or charges arising from the grant of or issuance or repricing of stock, stock options or other equity-based awards to directors, officers or employees of the Company and its Restricted Subsidiaries will be excluded; and

132

(6) transaction costs and restructuring charges incurred in connection with the 2005 Acquisition, in an aggregate amount not to exceed $10,000,000, will be excluded.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1) was a member of such Board of Directors on the date of the indenture; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Credit Agreement” means that certain Credit Agreement, dated as of the date hereof, by and among the Company DI Finance Sub LLC, DynCorp International Inc., the other guarantors party thereto, the lenders party thereto, Goldman Sachs Credit Partners L.P., as Administrative Agent, Collateral Agent, Joint Lead Arranger and Joint Book Runner and Bear, Stearns & Co. Inc. as Joint Lead Arranger and Joint Book Runner and Bear Stearns Corporate Lending Inc., including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings or letters of credit thereunder or adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement), indentures or commercial paper facilities, in each case, with banks or other institutional lenders or a trustee providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or issuances of notes, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), substituted or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Noncash Consideration” means the Fair Market Value of noncash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an officers’ certificate, setting for the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

“Designated Senior Debt” means:

(1) any Indebtedness outstanding under the Credit Agreement; and

(2) after payment in full of all Obligations under the Credit Agreement, any other Senior Debt permitted under the indenture the principal amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the

133

date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a public or private offering of Qualified Capital Stock of the Company.

“Exchange Notes” means the notes issued in the Exchange Offer pursuant to the registration rights agreement.

“Exchange Offer” has the meaning set forth for such term in the registration rights agreement.

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the indenture.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in the indenture).

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of the four-quarter reference period;

134

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period, whether paid or accrued; plus

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of the indenture.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

135

“Guarantors” means each of:

(1) DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, Dyn Marine Services LLC, Dyn Marine Services of Virginia LLC, Services International LLC, Worldwide Humanitarian Services LLC; and

(2) any other Subsidiary of the Company that executes a Subsidiary Guarantee in accordance with the provisions of the indenture, and their respective successors and assigns, in each case, until the Subsidiary Guarantee of such Person has been released in accordance with the provisions of the indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designated for the purpose of fixing, hedging or swapping interest rate risk;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) (other than letters of credit issued in respect of trade payables entered into in the ordinary course);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(6) representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the

136

Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” Except as otherwise provided in the indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale (without giving effect to the $1,000,000 threshold provided in the definition thereof); or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2) any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Senior Debt, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, including cash escrows in connection with purchase price adjustments, reserves or indemnities (until released).

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which (a) the explicit terms provide that there is no recourse against any assets of the Company or any of its Restricted Subsidiaries or (b) the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Parent” means DynCorp International Inc., a Delaware corporation and DIV Holdings LLC, a Delaware limited liability company.

137

“Permitted Business” means any business engaged in by the Company or any of its Restricted Subsidiaries on the date of the original issuance of the notes and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the date of original issuance of the notes.

“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary of the Company;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales;”

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(6) any Investment acquired by the Company or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of a Person or the good faith settlement of delinquent obligations of a Person, or

(b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Investments represented by Hedging Obligations;

(8) loans or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount not to exceed $1.0 million at any one time outstanding;

(9) repurchases of the notes;

(10) any Investment of the Company or any of its Restricted Subsidiaries existing on the date of the indenture;

(11) guarantees otherwise permitted by the terms of the indenture;

(12) receivables owing to the Company or any Restricted Subsidiary, prepaid expenses, and deposits, if created, acquired or entered into in the ordinary course of business;

(13) payroll, business-related travel, and similar advances to cover matters that are expected at the time of such advances to be ultimately treated as expenses for accounting purposes and that are made in the ordinary course of business;

(14) Investments in joint ventures engaged in a Permitted Business having an aggregate value (measured on the date such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (12) since the date of the indenture not to exceed $20.0 million; and

138

(15) other Investments in any Person other than an Affiliate of the Company having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) that are at the time outstanding, not to exceed $5.0 million.

“Permitted Junior Securities” means:

(1) Equity Interests in the Company or any Guarantor; or

(2) debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the notes and the Subsidiary Guarantees are subordinated to Senior Debt under the indenture.

“Permitted Liens” means:

(1) Liens on assets of the Company or any of its Restricted Subsidiaries securing Senior Debt that was permitted by the terms of the indenture to be incurred;

(2) Liens in favor of the Company or the Guarantors;

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to and were not incurred in connection with or in the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary;

(4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with or financed by such Indebtedness;

(7) Liens existing on the date of the indenture;

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(11) Liens created for the benefit of (or to secure) the notes (or the Subsidiary Guarantees);

(12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the Indebtedness being refinanced arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);

139

(13) Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to indebtedness and other obligations that do not exceed $5.0 million at any one time outstanding;

(14) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(15) Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security and employee health and disability benefits, or casualty—liability insurance or self insurance including Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith.

(16) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made in conformity with GAAP;

(17) Liens securing Hedging Obligations incurred pursuant to clause (8) of the definition of “Permitted Debt;”

(18) any extension, renewal or replacement, in whole or in part, of any Lien described in clauses (3), (4), (6), (7) or (20) of the definition of “Permitted Liens”; provided that any such extension, renewal or replacement is no more restrictive in any material respect that the Lien so extended, renewed or replaced and does not extend to any additional property or assets, in conformity with GAAP;

(19) any interest or title of a lessor under any operating lease; and

(20) Liens securing Indebtedness incurred pursuant to clause (14) of the definition of “Permitted Debt.”

“Permitted Payments to Parent” means, without duplication as to amounts:

(1) payments to the Parent to permit the Parent to pay reasonable accounting, legal and administrative expenses of the Parent when due, in an aggregate amount not to exceed $750,000 per annum; and

(2) for so long as the Company is a member of a group filing a consolidated or combined tax return with the Parent, payments to the Parent in respect of an allocable portion of the tax liabilities of such group that is attributable to the Company and its Subsidiaries (“Tax Payments”) and to pay franchise or similar taxes and fees of Parent required to maintain Parent’s corporate existence. The Tax Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that the Company would owe if the Company were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Company and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that the Parent actually owes to the appropriate taxing authority. Any Tax Payments received from the Company shall be paid over to the appropriate taxing authority within 60 days of the Parent’s receipt of such Tax Payments or refunded to the Company.

“Permitted Refinancing Indebtedness” means (A) any Indebtedness of the Company or any of its Restricted Subsidiaries (other than Disqualified Stock) issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than Disqualified Stock and intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

140

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and (B) any Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, replace, defease or discharge other Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries (other than Indebtedness or Disqualified Stock held by the Company or any of its Restricted Subsidiaries including intercompany Indebtedness); provided that:

(1) the liquidation or face value of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness, or the liquidation or face value of the Disqualified Stock, as applicable, so renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest or dividends thereon and the amount of any reasonably determined premium incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final redemption date equal to or later than the final maturity or redemption date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness or Disqualified Stock being renewed, refunded, refinanced, replaced, defeased or discharged;

(3) such Permitted Refinancing Indebtedness has a final redemption date equal to or later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness or Disqualified Stock being; and

(4) such Disqualified Stock is issued either by the Company or by the Restricted Subsidiary who is the issuer of the Indebtedness or Disqualified Stock being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Principals” means Veritas Capital Management II, LLC or any Affiliate thereof.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Stock.

“Qualified Proceeds” means any of the following or any combination of the following:

(1) Cash Equivalents;

(2) the Fair Market Value of assets that are used or useful in the Permitted Business; and

(3) the Fair Market Value of the Capital Stock of any Person engaged primarily in a Permitted Business if, in connection with the receipt by the Company or any of its Restricted Subsidiaries of such Capital Stock, such Person becomes a Restricted Subsidiary or such Person is merged or consolidated into the Company or any Restricted Subsidiary.

“Related Party” means:

(1) any controlling stockholder, partner, member, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

141

(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

“Replacement Assets” means (1) assets that will be used or useful in a Permitted Business, (2) all or substantially all of the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary or (3) a Permitted Investment under clause (15) of the definition of Permitted Investment that is otherwise permitted under the Indenture.

“Representatives” means the trustee, agent or representatives, if any, or an issuer of Senior Debt.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Senior Debt” means:

(1) all Indebtedness of the Issuers or any Guarantor outstanding under Credit Facilities (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization of the Company or any Guarantor, regardless of whether or not a claim for post-filing interest is allowed in such proceedings) and all Hedging Obligations with respect thereto whether outstanding on the date of the indentures or incurred thereafter;

(2) any other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes or any Subsidiary Guarantee; and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or owing by the Company;

(2) any intercompany Indebtedness of the Company or any of its Subsidiaries to the Company or any of its Affiliates;

(3) any trade payables;

(4) the portion of any Indebtedness that is incurred in violation of the indenture; or

(5) Indebtedness which is classified as non-recourse in accordance with GAAP or any unsecured claim arising in respect thereof by reason of the application of section 1111(b)(1) of the Bankruptcy Code.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the indenture.

“Special Interest” means all special interest then owing pursuant to the registration rights agreement.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

142

“Subordinated Management Fees” means management fees not in excess of $300,000 per annum, provided that such management fee may increase by an amount equal to $300,000 per annum upon the consummation of each acquisition by the Company or any of its Restricted Subsidiaries of all of the Capital Stock of any Person or all or substantially all of the assets or any business unit or division of any Person, in each case, engaged primarily in a Permitted Business and such Person becomes a Restricted Subsidiary or such assets, business unit or division are acquired by a Restricted Subsidiary subject to a maximum aggregate amount of management fees of $2,000,000 in any twelve-month period, which in the event of a bankruptcy of the Company shall be subordinated to the prior payment in full, in cash, of all Obligations due in respect of the notes (including interest after the commencement of any bankruptcy proceeding at the rate specified in the notes) and payment of which shall be suspended during the continuance of a payment default in respect of the notes.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under the indenture and the notes, executed pursuant to the provisions of the indenture.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period form the redemption date to February 15, 2009; provided, however, that if the period from the redemption date to February 15, 2009, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by the covenant described above under the caption “—Certain Covenants—Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries unless such guarantee or credit support is released upon its designation as an Unrestricted Subsidiary.

143

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

144

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

General

The following is a general discussion of the material United States federal income tax considerations relating to the exchange of Original Notes for New Notes and the ownership and disposition of the New Notes by an initial beneficial owner of the Original Notes. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury Regulations, and judicial decisions and administrative interpretations thereunder, as of the date hereof, all of which are subject to change, possibly with retroactive effect, or are subject to different interpretations. We cannot assure you that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax considerations described below. We have not obtained and do not intend to obtain, a ruling from the IRS or an opinion of counsel with respect to the United States federal tax considerations resulting from the exchange of Original Notes for New Notes or from holding or disposing of the New Notes. Reference to “Notes” in this section of the prospectus refers to both the “Original Notes” and the “New Notes.”

In this discussion, we do not purport to address all tax considerations that may be important to a particular holder in light of the holder’s circumstances, or to certain categories of investors (such as financial institutions, insurance companies, tax-exempt organizations, dealers in securities, persons who hold notes through partnerships or other pass-through entities, U.S. expatriates, or persons who hold the Notes as part of a hedge, conversion transaction, straddle or other risk reduction transaction) that may be subject to special rules. This discussion is limited to holders who purchased the Original Notes for cash at the initial offering at the original offering price and who hold the Original Notes, and will hold the New Notes, as capital assets. This discussion also does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSIDERATIONS TO YOU OF THE EXCHANGE OF ORIGINAL NOTES FOR NEW NOTES AND THE OWNERSHIP AND DISPOSITION OF THE NEW NOTES, INCLUDING THE EFFECT AND APPLICABILITY OF STATE, LOCAL OR FOREIGN TAX LAWS OR ANY TAX TREATY.

U.S. Holders

As used herein, the term “U.S. holder” means a beneficial owner of a Note that is for United States federal income tax purposes:

(1) a citizen or resident of the United States;

(2) a corporation or an entity treated as a corporation for federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof;

(3) an estate, the income of which is subject to United States federal income taxation regardless of its source; or

(4) a trust that either is subject to the primary supervision of a court within the United States and which has one or more United States persons with authority to control all substantial decisions, or has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

If a partnership (or other entity treated as a partnership) holds a Note, the United States federal income tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding a Note, you should consult your tax advisor.

As used herein, the term “non-U.S. holder” means a beneficial owner of a Note that is not a U.S. holder or a partnership.

145

Payments of Interest

Interest on a New Note will generally be includible in your gross income as ordinary interest income in accordance with your usual method of accounting for tax purposes.

Exchange Pursuant to Exercise of Registration Rights

The exchange of an Original Note for a New Note will not be a taxable event to you, and you will not recognize any taxable gain or loss or any interest income as a result of such exchange or such filing. Moreover, your holding period for the New Note received in the exchange will include the holding period for the Original Note exchanged therefor, and such U.S. holder’s adjusted tax basis in the New Note will be the same as your adjusted tax basis in the Original Note exchanged therefor, determined immediately before the exchange.

Optional Redemption

The Notes may be redeemed prior to their stated maturity at the option of the issuers or at the option of the holders under certain circumstances. We do not believe that either the issuers’ or the holders’ ability to redeem or cause the redemption of the Notes prior to the stated maturity thereof would affect the yield of the Notes for U.S. federal income tax purposes.

Sale, Exchange or Redemption of the Notes

Upon the disposition of a Note by sale, exchange or redemption (other than an exchange pursuant to this exchange offer), you will generally recognize gain or loss equal to the difference between (i) the amount realized on the disposition (other than amounts attributable to accrued but unpaid interest) and (ii) your adjusted federal income tax basis in the Note. Your adjusted federal income tax basis in a Note generally will equal the cost of the Note.

Any gain or loss you recognize on a disposition of a Note will generally constitute capital gain or loss and will be long-term capital gain or loss if you have held the New Note and the Original Note for which it was exchanged for longer than one year. Non-corporate taxpayers are generally subject to a maximum regular federal income tax rate of 15% on net long-term capital gains. The deductibility of capital losses is subject to certain limitations.

Backup Withholding and Information Reporting

Under the Code, you may be subject, under certain circumstances, to information reporting and/or backup withholding with respect to cash payments in respect of the Notes. This withholding applies only if you (i) fail to furnish your social security number or other taxpayer identification number (“TIN”) within a reasonable time after a request therefor, (ii) furnish an incorrect TIN, (iii) are notified by the IRS that you failed to report interest or dividends properly, or (iv) fail, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is your correct number and that you are not subject to backup withholding. The backup withholding tax rate equals the fourth lowest rate of tax applicable under section 1(c) of the Code. That rate is currently 28%. Any amount withheld from a payment under the backup withholding rules is allowable as credit against your United States federal income tax liability (and may entitle you to a refund), provided that the required information is furnished to the IRS. Certain persons are exempt from backup withholding, including corporations and certain financial institutions. You should consult your tax advisor as to your qualification for exemption from backup withholding and the procedure for obtaining such exemption.

146

Non-U.S. Holders

U.S. Federal Withholding Tax

The 30% U.S. federal withholding tax will not apply to any payment of principal or interest on the Notes provided that:

• you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and the Treasury Regulations;

• you are not a controlled foreign corporation that is related, directly or indirectly, to us through stock ownership;

• you are not a bank whose receipt of interest on the Notes is pursuant to a loan agreement entered into in the ordinary course of business; and

• you have fulfilled the statement requirements set forth in section 871(h) or section 881(c) of the Code, as discussed below.

The statement requirements referred to above will be fulfilled if you certify on IRS Form W-8BEN or other successor form, under penalties of perjury, that you are not a United States person and provide your name and address, and (i) you file IRS Form W-8BEN or other successor form with the withholding agent or (ii) in the case of a Note held on your behalf by a securities clearing organization, bank or other financial institution holding customers’ securities in the ordinary course of its trade or business, the financial institution files with the withholding agent a statement that it has received the IRS Form W-8BEN or other successor form from the holder and furnishes the withholding agent with a copy thereof; provided that a foreign financial institution will fulfill the certification requirement by filing IRS Form W-8IMY if it has entered into an agreement with the IRS to be treated as a qualified intermediary. You should consult your tax advisor regarding possible additional reporting requirements.

If you cannot satisfy the requirements described above, payments of principal and interest made to you will be subject to the 30% U.S. federal withholding tax, unless you provide us with a properly executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from (or a reduction of) withholding under the benefit of a tax treaty or (2) IRS Form W-8ECI (or successor form) stating that payments on the Note are not subject to withholding tax because such payments are effectively connected with your conduct of a trade or business in the United States, (and if a tax treaty applies, that interest is attributable to a permanent establishment or fixed base maintained in the United States) as discussed below.

The 30% U.S. federal withholding tax will generally not apply to any gain that you realize on the sale, exchange or other disposition of the Notes.

U.S. Federal Estate Tax

Your estate will not be subject to U.S. federal estate tax on Notes beneficially owned by you at the time of your death, provided that (1) you do not own, actually or constructively, 10% or more of the total combined voting power of all classes of our voting stock (within the meaning of the Code and the Treasury Regulations) and (2) interest on those Notes would not have been, if received at the time of your death, effectively connected with the conduct by you of a trade or business in the United States.

U.S. Federal Income Tax

If you are engaged in a trade or business in the United States and interest on the Notes is effectively connected with the conduct of that trade or business and, if a tax treaty applies, is attributable to a permanent establishment in the United States, you will be subject to U.S. federal income tax on the interest on a net income basis in the same manner as if you were a U.S. person as defined under the Code. In that case, you would not be

147

subject to the 30% U.S. federal withholding tax. See “U.S. Holders” above. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year that are effectively connected with the conduct by you of a trade or business in the United States. For this purpose, interest on Notes will be included in earnings and profits if so effectively connected.

Any gain realized on the sale, exchange, or redemption of Notes generally will not be subject to U.S. federal income tax unless:

• that gain is effectively connected with the conduct of a trade or business in the United States by you and, if a tax treaty applies, is attributable to a permanent establishment in the United States;

• you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

• you are subject to tax under tax laws applicable to certain U.S. expatriates.

Information Reporting and Backup Withholding

In general, you will not be subject to information reporting and backup withholding with respect to payments that we make to you provided that we do not have actual knowledge that you are a U.S. person and we have received from you the statement described above under “U.S. Federal Withholding Tax.”

Under current Treasury Regulations, payments on the sale, exchange or other disposition of a Note made to or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, if the broker is (i) a United States person, (ii) a controlled foreign corporation for United States federal income tax purposes, (iii) a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period, or (iv) a foreign partnership with certain connections to the United States, then information reporting will be required unless the broker has in its records documentary evidence that the beneficial owner is not a United States person and certain other conditions are met or the beneficial owner otherwise establishes an exemption. Backup withholding may apply to any payment that the broker is required to report if the broker has actual knowledge that the payee is a United States person. Payments to or through the United States office of a broker will be subject to backup withholding and information reporting unless the beneficial owner certifies, under penalties of perjury, that it is not a United States person or otherwise establishes an, exemption.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished to the IRS.

148

PLAN OF DISTRIBUTION

A broker-dealer that is the holder of Original Notes that were acquired for the account of that broker-dealer as a result of market-making or other trading activities, other than Original Notes acquired directly from the issuers or any of their affiliates, may exchange those Original Notes for New Notes pursuant to the exchange offer. This is true so long as each broker-dealer that receives New Notes for its own account in exchange for Original Notes, where the Original Notes were acquired by the broker-dealer as a result of market-marking or other trading activities, must deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Original Notes where the Original Notes were acquired as a result of market-making activities for other trading activities. The issuers have agreed that they will make this prospectus, as it may be amended or supplemented from time to time, available to any broker-dealer for use in connection with any resale, except that the period may be suspended for a period if the issuers’ and our parent’s board of directors or managers, as applicable, determine, upon the advice of counsel, that the amended or supplemented prospectus would require disclosure of confidential information or interfere with any of our financing, acquisition, reorganization or other material transactions. All broker-dealers effecting transactions in the New Notes may be required to deliver a prospectus.

The issuers will not receive any proceeds from any sale of New Notes by broker-dealers or any other holder of New Notes. New Notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of the resale, at prices related to such prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of New Notes and any commissions or concessions received by those persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The issuers have agreed to pay all expenses incident to the exchange offer and to their performance of, or compliance with, the registration rights agreement (other than the commissions or concessions of any brokers or dealers) and will indemnify the holders of the New Notes (including any broker-dealers) against some liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Whether the New Notes offered hereby will be the binding obligations of the issuers will be passed upon for them by Schulte Roth & Zabel LLP, New York, New York.

149

EXPERTS

The consolidated balance sheets as of April 2, 2004 (immediate predecessor period) and April 1, 2005 (successor period), and the related consolidated statements of operations, member’s equity, and cash flows for the period from March 30, 2002 to March 7, 2003 (original predecessor period operations), the 21 days ended March 28, 2003, the fiscal year ended April 2, 2004, the period from April 3, 2004 to February 11, 2005 (immediate predecessor period operations), and the 49 days ended April 1, 2005 (successor period operations) included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the new bases of accounting beginning March 8, 2003 and February 12, 2005), and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to our offering of the New Notes. This prospectus does not contain all the information included in the registration statement and the exhibits and schedules thereto. You will find additional information about us and the New Notes in the registration statement. The registration statement and the exhibits and schedules thereto may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material may also be obtained from the Public Reference Section of the Securities and Exchange Commission at 450 West Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at l-800-SEC-0330. The SEC also maintains a site on the World Wide Web (http://www.sec.gov) that contains information regarding registrants, including the issuers, that file electronically with the SEC. Statements made in this prospectus about legal documents may not necessarily be complete and you should read the documents which are filed as exhibits to the registration statement otherwise filed with the SEC.

150

DynCorp International LLC

INDEX TO FINANCIAL STATEMENTS

	Page
DynCorp International LLC and Subsidiaries
Annual Period
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statements of Operations for the period from March 30, 2002 to March 7, 2003 (Original Predecessor), for the 21 days ended March 28, 2003, for the fiscal year ended April 2, 2004, for the period from April 3, 2004 to Feb. 11, 2005 (Immediate Predecessor) and the 49 Days ended April 1, 2005 (Successor)	F-3
Consolidated Balance Sheets as of April 2, 2004 (Immediate Predecessor) and April 1, 2005 (Successor)	F-4
Consolidated Statements of Cash Flows for the period from March 30, 2002 to March 7, 2003 (Original Predecessor), for the 21 days ended March 28, 2003, for the fiscal year ended April 2, 2004, for the period from April 3, 2004 to Feb. 11, 2005 (Immediate Predecessor) and the 49 Days ended April 1, 2005 (Successor)	F-6
Consolidated Statements of Member’s Equity for the period from March 30, 2002 to March 7, 2003 (Original Predecessor), for the 21 days ended March 28, 2003, for the fiscal year ended April 2, 2004, for the period from April 3, 2004 to Feb. 11, 2005 (Immediate Predecessor) and the 49 Days ended April 1, 2005 (Successor)	F-7
Notes to Consolidated Financial Statements	F-8
Quarterly Period
Condensed Consolidated Statements of Income (Unaudited) for the three months ended July 2, 2004 (Immediate Predecessor) and the three months ended July 1, 2005 (Successor)	F-44
Condensed Consolidated Balance Sheets as of April 1, 2005 (Successor) and (unaudited) as of July 1, 2005 (Successor)	F-45
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended July 2, 2004 (Immediate Predecessor) and the three months ended July 1, 2005 (Successor)	F-47
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-48

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors of DynCorp International Inc.:

We have audited the accompanying consolidated balance sheets of DynCorp International LLC and subsidiaries (the “Company”) as of April 2, 2004 (Immediate Predecessor Company) and April 1, 2005 (Successor Company), and the related consolidated statements of operations, member’s equity, and cash flows for the period from March 30, 2002 to March 7, 2003 (Original Predecessor Company operations), the 21 days ended March 28, 2003, the fiscal year ended April 2, 2004, the period from April 3, 2004 to February 11, 2005 (Immediate Predecessor Company operations), and the 49 days ended April 1, 2005 (Successor Company operations). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the financial statements, DynCorp International LLC was a wholly owned subsidiary of DynCorp, which was acquired by Computer Sciences Corporation on March 7, 2003 and subsequently acquired by a newly formed entity, DynCorp International Inc., on February 11, 2005. As a result, the periods presented in the accompanying financial statements reflect new bases of accounting beginning March 8, 2003 and February 12, 2005.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Immediate Predecessor Company and the Successor Company as of April 2, 2004 and April 1, 2005, respectively, and the results of their operations and their cash flows for the 21 days ended March 28, 2003, the fiscal year ended April 2, 2004, the period from April 3, 2004 to February 11, 2005 (Immediate Predecessor Company operations), and the 49 days ended April 1, 2005 (Successor Company operations), in conformity with accounting principles generally accepted in the United States of America. Further, in our opinion, the Original Predecessor Company financial statements present fairly, in all material respects, the results of its operations and its cash flows for the period from March 30, 2002 to March 7, 2003, in conformity with accounting principles generally accepted in the United States of America.

/s/    Deloitte & Touche LLP

Fort Worth, Texas

July 27, 2005

F-2

DYNCORP INTERNATIONAL LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

	Original Predecessor			Immediate Predecessor									Successor
In thousands	Period From March 30, 2002 to March 7, 2003			21 Days Ended March 28, 2003			Fiscal Year Ended April 2, 2004			Period From April 3, 2004 to Feb. 11, 2005			49 Days Ended April 1, 2005
Revenues	$	859,112		$	59,240		$	1,214,289		$	1,654,305		$	266,604
Costs of services		787,649			53,482			1,106,571			1,496,109			245,406
Selling, general, and administrative		40,316			3,414			48,350			57,755			8,408
Depreciation and amortization		351			265			8,148			5,922			5,605
Operating income		30,796			2,079			51,220			94,519			7,185
Other expense (income):
Interest expense		—			—			—			—			8,054
Interest income		(43	)		(2	)		(64	)		(170	)		(7	)
Income (loss) before income taxes		30,839			2,081			51,284			94,689			(862	)
Provision for income taxes		11,973			852			19,924			34,956			60
Net income (loss)	$	18,866		$	1,229		$	31,360		$	59,733		$	(922	)

See notes to consolidated financial statements.

F-3

DYNCORP INTERNATIONAL LLC

CONSOLIDATED BALANCE SHEETS

ASSETS

In thousands	Immediate Predecessor April 2, 2004		Successor April 1, 2005
Current assets:
Cash and cash equivalents	$	6,510	$	13,474
Receivables, net of allowance for doubtful accounts of $1,188 and $4,500 at April 2, 2004 and April 1, 2005, respectively		237,700		422,514
Prepaid expenses and other current assets		24,039		26,248
Total current assets		268,249		462,236
Property and equipment at cost, less accumulated depreciation of $648 and $227 at April 2, 2004 and April 1, 2005, respectively		3,522		10,657
Other assets:
Goodwill		259,689		344,545
Tradename				18,318
Customer-related intangibles, net of accumulated amortization of $8,174 and $5,094 at April 2, 2004 and April 1, 2005, respectively		47,876		285,287
Other intangibles, net of accumulated amortization of $16 and $383 at April 2, 2004 and April 1, 2005, respectively		6		7,083
Deferred financing costs, net of accumulated amortization of $383 at April 1, 2005		—		19,438
Other assets		487		629
Total other assets		308,058		675,300
	$	579,829	$	1,148,193

See notes to consolidated financial statements.

F-4

DYNCORP INTERNATIONAL LLC

CONSOLIDATED BALANCE SHEETS (CONTINUED)

LIABILITIES AND MEMBER’S EQUITY

In thousands	Immediate Predecessor April 2, 2004		Successor April 1, 2005
Current liabilities:
Current portion of long-term debt	$	—	$	37,588
Accounts payable		65,639		135,677
Accrued payroll and employee costs		51,535		56,187
Accrued expenses—related party		—		8,866
Other accrued expenses		23,791		23,491
Income taxes		22,949		60
Total current liabilities		163,914		261,869
Long-term debt—less current portion				662,412
Deferred income taxes		19,342		—
Other long-term liabilities		—		4
Commitments and contingencies
Member’s equity:
Member’s units, 100 outstanding		—		224,808
Accumulated deficit		—		(922	)
Parent’s net investment		396,566		—
Accumulated other comprehensive income		7		22
Total		396,573		223,908
	$	579,829	$	1,148,193

See notes to consolidated financial statements.

F-5

DYNCORP INTERNATIONAL LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Original Predecessor Period			Immediate Predecessor Period									Successor Period
In thousands	Period From March 30, 2002 to March 7, 2003			21 Days Ended March 28, 2003			Fiscal Year Ended April 2, 2004			Period From April 3, 2004 to Feb. 11, 2005			49 Days Ended April 1, 2005
Cash flows from operating activities:
Net income (loss)	$	18,866		$	1,229		$	31,360		$	59,733		$	(922	)
Depreciation and amortization		942			301			8,788			6,637			6,087
Loss on disposition of assets		255			—			14			21			—
Provision for losses on accounts receivable		882			—			—			4,338			—
Income from equity joint ventures		(61	)		(4	)		(135	)		(65	)		(4	)
Deferred taxes		12,723			29			8,729			225			—
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		(35,399	)		(6,223	)		(85,190	)		(133,185	)		(58,344	)
Prepaid expenses and other current assets		1,639						(17,948	)		(20,672	)		9,866
Accounts payable and accruals		(10,870	)		17,340			47,736			80,658			12,017
Income taxes payable		692			(130	)		(110	)		218			60
Net cash (used in) provided by operating activities		(10,331	)		12,542			(6,756	)		(2,092	)		(31,240	)
Cash flows from investing activities:
Net cash paid for businesses acquired		—			(360,931	)		—			—			(865,053	)
Purchases of property and equipment		(1,011	)		(11	)		(2,047	)		(8,473	)		(244	)
Dividends received		192			—			—			—			—
Other assets		(101	)		(19	)		(245	)		(2,234	)		(4,097	)
Net cash used in investing activities		(920	)		(360,961	)		(2,292	)		(10,707	)		(869,394	)
Cash flows from financing activities:
Net transfers from (to) parent company		13,191			348,854			11,017			14,325			—
Proceeds from capital contributions		—			—			—			—			224,825
Issuance of acquisition debt		—			—			—			—			665,000
Deferred financing costs		—			—			—			—			(18,753	)
Net proceeds from credit line		—			—			—			—			35,000
Net cash provided by financing activities		13,191			348,854			11,017			14,325			906,072
Net increase in cash and cash equivalents		1,940			435			1,969			1,526			5,438
Cash and cash equivalents at beginning of period		2,166			4,106			4,541			6,510			8,036
Cash and cash equivalents at end of period	$	4,106		$	4,541		$	6,510		$	8,036		$	13,474

See notes to consolidated financial statements.

F-6

DYNCORP INTERNATIONAL LLC

CONSOLIDATED STATEMENTS OF MEMBER’S EQUITY

In thousands	Parent’s Net Investment			Accumulated Other Comprehensive Income (Loss)			Total
Original Predecessor
Balance at March 29, 2002	$	63,711					$	63,711
Net income		18,866						18,866
Net transfers to DynCorp		13,191						13,191
Balance at March 7, 2003	$	95,768					$	95,768
Immediate Predecessor
Initial Capitalization–March 8, 2003	$	365,037					$	365,037
Comprehensive income:
Net income		1,229						1,229
Currency translation adjustment				$	9			9
Comprehensive income								1,238
Net transfers to CSC		(12,077	)					(12,077	)
Balance at March 28, 2003		354,189			9			354,198
Comprehensive income:
Net income		31,360						31,360
Currency translation adjustment					(2	)		(2	)
Comprehensive income								31,358
Net transfers from CSC		11,017						11,017
Balance at April 2, 2004		396,566			7			396,573
Comprehensive income:
Net income		59,733						59,733
Currency translation adjustment					60			60
Comprehensive income								59,793
Net transfers from CSC		14,325						14,325
Balance at February 11, 2005	$	470,624		$	67		$	470,691

In thousands	Member’s Units		Accumulated Deficit			Accumulated Other Comprehensive Income		Total
Successor
Initial Capitalization–February 12, 2005	$	224,808	$	—		$	—	$	224,808
Comprehensive loss:
Net loss				(922	)				(922	)
Currency translation adjustment							22		22
Comprehensive loss									(900	)
Balance at April 1, 2005	$	224,808	$	(922	)	$	22	$	223,908

See notes to consolidated financial statements.

F-7

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For Period From March 30, 2002 to March 7, 2003, 21 Days Ended March 28, 2003,

Year Ended April 2, 2004,

Period From April 3, 2004 to February 11, 2005, and 49 Days Ended April 1, 2005

Note 1—Summary of Significant Accounting Policies

Description of Business and Organization

DynCorp International LLC and subsidiaries, (the “Company”) provide defense and technical services and government outsourced solutions primarily to U.S. government agencies throughout the United States and internationally. Key offerings include aviation services, including maintenance and related support, as well as base maintenance/operations and personal and physical security services. Primary customers include the U.S. Departments of Defense and State, but also include other government agencies, foreign governments, and commercial customers.

The Company and its former parent, DynCorp, were acquired by Computer Sciences Corporation (“CSC”) on March 7, 2003. On February 11, 2005, CSC and DynCorp sold the Company to DynCorp International Inc. (the “Successor Parent”), an entity controlled by The Veritas Capital Fund II, L.P. and its affiliates (“Veritas”). The primary reason for the acquisition and most significant factor contributing to the preliminary goodwill value is the Company’s ability to leverage its infrastructure and management expertise in addressing the government outsourcing trend. The accompanying consolidated financial statements through February 11, 2005, are the historical financial statements of the Company, as reorganized in anticipation of the transaction with the Successor Parent on an “as if pooled” basis. The reorganized Company is the result of transfers of net assets and other wholly owned legal entities by entities under common control.

The two acquisitions were accounted for under the purchase method, and accordingly, the purchase prices were allocated to the net assets acquired based on estimates of the fair values at the dates of the acquisitions and, for the second acquisition, are subject to future adjustments. (See Note 3 for further discussion.) Therefore, the periods presented in the accompanying financial statements reflect new bases of accounting beginning March 8, 2003 and February 12, 2005. The financial statements prior to March 8, 2003, are referred to as the “original predecessor period” statements, the statements from March 8, 2003 to February 11, 2005, are referred to as the “immediate predecessor period” statements and the statements from February 12, 2005, forward are referred to as the “successor period” statements.

The consolidated financial statements have been prepared from the separate records maintained by divisions comprising the Company and may not necessarily be indicative of the conditions that would have existed, or the results of operations if the Company had been operated as a separate company prior to February 12, 2005.

The historical financial statements prior to February 12, 2005, do not reflect the impact of many significant events and changes that have occurred as a result of the separation from CSC, including, but not limited to, the establishment of a stand-alone capital structure; the issuance of the debt securities necessary to effect the sale (and the related incurrence of interest expense); and the creation of independent information technology, purchasing, banking, insurance, and employee benefits programs.

Historically, the Company has relied upon DynCorp and CSC to provide it with certain services more fully described in Note 2. As a separate entity, the Company must develop and implement the systems and infrastructure necessary to support current and future business. The Company and CSC have entered into a Transition Services Agreement (see Note 2) whereby CSC continues to provide some of these functions to the Company for a specified period following the closing of the sale. Following the expiration of the Transition Services Agreement, the Company will be required to perform such functions internally or purchase them from

F-8

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

unaffiliated vendors or both. Management estimates that the stand-alone costs for all of the various functions performed by CSC approximate the amounts allocated. It is possible that the Company may not be able to (a) obtain services from unaffiliated providers or (b) employ staff to handle these functions internally at the same costs or other terms and conditions as those enjoyed as a subsidiary of CSC or pursuant to the Transition Services Agreement.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its domestic and foreign subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. All wholly owned subsidiaries have been included in the financial statements. Investments in which the Company owns a 20% to 50% ownership interest are accounted for by the equity method. These investments are in business entities in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies. The Company has no investments in business entities of less than 20%. Equity method investment income is immaterial for all periods presented.

The Company’s 50% ownership in joint ventures and companies that are not consolidated into the Company’s financial statements as of April 2, 2004 and April 1, 2005, is $487 and $629, respectively, and is accounted for by the equity method. The Company has the right to elect half of the board of directors or other management body.

Industry Segments

The Company operates in two principal operating segments, International Technical Services (ITS), and Field Technical Services (FTS).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management evaluates these estimates and assumptions on an ongoing basis, including those relating to allowances for doubtful accounts, fair value and impairment of intangible assets and goodwill, income taxes, profitability on contracts, anticipated contract modifications, contingencies, and litigation. Actual results could differ from those estimates.

Parent Net Investment

Parent net investment represents DynCorp’s and CSC’s respective net investments in the Company for the original predecessor and immediate predecessor periods. No intercompany interest income or expense was allocated to or included in the accompanying financial statements.

F-9

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Revenue Recognition

The Company provides its services under cost-reimbursable, time-and-materials, and fixed-price contracts. The form of contract, rather than the type of service offering, is the primary determinant of revenue recognition. Revenues are recognized when persuasive evidence of an arrangement exists, services or products have been provided to the client, the sales price is fixed or determinable, and collectibility is reasonably assured. Revenues by contract type for fiscal 2004 and the combined periods in fiscal 2003 and 2005 were as follows:

	2003		2004		2005
Cost reimbursable	39	%	44	%	34	%
Time and materials	31		32		39
Fixed price	30		24		27
Total	100	%	100	%	100	%

For cost-reimbursable contracts, revenue is recorded as reimbursable costs are incurred, including a pro-rata share of probable and estimable fees. For such fees, an estimated factor is applied to costs as incurred, such factor being determined by the contract provisions and prior experience.

For time-and-materials contracts, revenue is recorded at agreed-upon billing rates at the time services are provided, plus materials and other reimbursable costs incurred.

Revenue on fixed-price contracts, including fixed-price-per-unit contracts, is recognized ratably over the contract period, measured by methods appropriate to the services or products provided. Such “output measures” include period of service, such as for aircraft fleet maintenance; units delivered, such as vehicles; and units produced, such as aircraft for which modification has been completed.

Revenue on fixed-price construction or production-type contracts, when they occur, is recognized on the basis of the estimated percentage-of-completion. Progress toward completion is typically measured based on achievement of specified contract milestones, when available, or based on costs incurred as a proportion of estimated total costs. Profit in a given period is reported at the expected profit margin to be achieved on the overall contract. This method can result in the deferral of costs or profit on these contracts. Management regularly reviews project profitability and underlying estimates. Revisions to the estimates at completion are reflected in results of operations as a change in accounting estimate in the period in which the facts that give rise to the revision become known by management. Revenue on fixed- unit contracts that have a duration of less than six months is recognized on the completed contract method. Work in progress is classified as a component of inventory.

The Company provides for anticipated losses on contracts by a charge to income during the period in which the losses are first identified. Amounts billed but not yet recognized as revenue under certain types of contracts are deferred. Unbilled receivables are stated at estimated realizable value. Contract costs on U.S. government contracts, including indirect costs, are subject to audit and adjustment by negotiations between the Company and government representatives. Substantially all of the Company’s indirect contract costs have been agreed upon through March 28, 2003. Contract revenues on U.S. government contracts have been recorded in amounts that are expected to be realized upon final settlement.

Contract costs are expensed as incurred, except as described above and on certain other production-type fixed-price contracts, where costs are deferred until such time that associated revenue is recognized.

F-10

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Client contracts may include the provision of more than one of the Company’s services. For revenue arrangements with multiple deliverables, revenue recognition includes the proper identification of separate units of accounting and the allocation of revenue across all elements based on relative fair values.

Property and Equipment

The Company’s depreciation and amortization policies are as follows:

Property and equipment:
Computer and related equipment	3 to 5 years
Furniture and other equipment	2 to 10 years
Leasehold improvements	Shorter of lease term or useful life

The cost of property and equipment, less applicable residual values, is depreciated using the straight-line method. Depreciation commences when the specific asset is complete, installed, and ready for normal use. As part of the purchase accounting, which resulted from the acquisitions of DynCorp by CSC and of the Company by the Successor Parent, all fixed assets were adjusted to fair value on March 7, 2003 and February 11, 2005, thus resetting accumulated depreciation to $0 at each date. See Note 3 for further discussion of the acquisitions.

Indefinite Lived Assets

Indefinite-lived assets are not amortized but are subject to an annual impairment test. The first step of the impairment test, used to identify potential impairment, compares the fair value of each of the Company’s reporting units with its carrying amount including indefinite-lived assets. If the fair value of a reporting unit exceeds its carrying amount, indefinite-lived assets of the reporting unit are not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test shall be performed to measure the amount of the impairment loss, if any. Effective March 28, 2003, April 2, 2004 and April 1, 2005, the Company completed its annual impairment tests. Based on the results of these tests, no impairment losses were identified.

Impairment of Long-Lived Assets

The Company evaluates the carrying value of long-lived assets to be held and used, other than goodwill and intangible assets with indefinite lives, when events and circumstances indicate a potential impairment. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that case, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the estimated cash flows associated with the asset under review, discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost of disposal. Changes in estimates of future cash flows could result in a write-down of the asset in a future period.

Income Taxes

The Company’s operating results historically have been included in CSC’s or DynCorp’s consolidated U.S. and state income tax returns and in tax returns of certain CSC and DynCorp foreign subsidiaries. Operating results from February 12, 2005 forward will be included in such returns of DynCorp International Inc. The provision for income taxes in the Company’s consolidated financial statements has been determined on a separate return basis. Deferred tax assets and liabilities are recognized for expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts.

F-11

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Cash Flows

For purposes of reporting cash and cash equivalents, the Company considers all investments purchased with an original maturity of three months or less to be cash equivalents.

Cash payments (refunds) for taxes on income (loss) are as follows. Amounts are for foreign taxes on income (loss). Domestic payments were processed and paid by CSC between March 8, 2003 and February 11, 2005, by DynCorp prior to March 7, 2003, and by DynCorp International Inc. from February 12, 2005 forward.

	Original Predecessor		Immediate Predecessor							Successor
In thousands	Period From March 30, 2002 to March 7, 2003		21 Days Ended March 28, 2003		Fiscal Year Ended April 2, 2004		Period From April 3, 2004 to Feb. 11, 2005			49 Days Ended April 1, 2005
Taxes on income (loss)	$	1,253	$	10	$	2,446	$	(10	)	$	2

The Company paid interest of $322 during the 49 days ended April 1, 2005.

Foreign Currency

The Company has determined local currencies are the functional currencies of certain foreign operations. Accordingly, these foreign entities translate assets and liabilities from their local currencies to U.S. dollars using year-end exchange rates while income and expense accounts are translated at the average rates in effect during the year. The resulting translation adjustment is recorded as accumulated other comprehensive (loss) income (OCI). As of April 2, 2004 and April 1, 2005, the balance of currency translation adjustment included in OCI was an unrealized gain of $7 and $22, respectively.

Stock-Based Compensation

At times, CSC issued stock options to employees, including Company employees, which are described more fully in Note 12. The Company accounts for stock-based employee compensation under the recognition and measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, the following pro forma net income information for the immediate predecessor periods is presented as if the Company had accounted for stock-based employee compensation using the fair-value-based method. Under the fair-value method, the estimated fair value of stock incentive awards is charged against income on a straight-line basis over the vesting period.

	Immediate Predecessor
	Fiscal Year Ended April 2, 2004			Period From April 3, 2004 to Feb. 11, 2005
Net income, as reported	$	31,360		$	59,733
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(170	)		(53	)
Pro forma net income	$	31,190		$	59,680

F-12

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

No CSC stock options were granted to Company employees prior to fiscal 2004. The pro forma impact on net income for the original predecessor period from March 30, 2002 to March 7, 2003 of DynCorp stock-based employee compensation was de minimis.

The weighted-average fair value of stock awards granted during fiscal 2004 and the period from April 3, 2004 to February 11, 2005, was $14.60 and $15.96, respectively. The fair value of each stock award was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Immediate Predecessor
	Fiscal Year 2004		Period From April 3, 2004 to Feb. 11, 2005
Risk-free interest rate	2.32	%	3.58	%
Expected volatility	48	%	48	%
Expected option term (for volatility calculation)	6.55 years		6.52 years
Expected lives (for Black-Scholes model input)	3.66 years		3.90 years
Annual rate of quarterly dividends	0	%	0	%

The Company intends to join an equity participation plan to be established in fiscal 2006 by an affiliate. No equity-based awards have been made as of April 1, 2005.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board revised SFAS No. 123. The revised SFAS No. 123 (“SFAS No. 123(R)”), Share-Based Payment, supersedes APB Opinion No. 25. SFAS No. 123(R) requires companies to measure and recognize compensation expense for all stock-based payments at fair value. The effective date of SFAS No. 123(R) for nonpublic entities is as of the beginning of the first annual reporting period that begins after December 15, 2005. The effective date for a nonpublic entity that becomes a public entity after June 15, 2005, and does not file as a small business issuer is the first annual reporting period beginning after the entity becomes a public entity. The Company is still evaluating the effects this pronouncement will have on its consolidated financial position and results of operation, and has not yet determined its timing or method of adoption.

Reclassifications

Certain amounts from previous periods have been reclassified in the accompanying consolidated financial statements to conform to the 2005 presentation. These reclassifications did not affect net income (loss).

Note 2—Transactions Between Parents and the Company

During the period from March 30, 2002 to March 7, 2003, the 21 days ended March 28, 2003, fiscal 2004, and the period from April 3, 2004 to February 11, 2005, the Company’s predecessor parents allocated $11,800, $600, $12,700, and $11,900 respectively, of expenses to the Company incurred for providing executive oversight and corporate headquarter functions, consolidation accounting, treasury, tax, legal, public affairs, human resources, information technology and other services. The Company considers the allocations to be reasonable reflections of the utilization of services provided or the benefit received by the Company. CSC will continue to perform certain of these functions under a transition services agreement, described below, until the Company assumes full responsibility for them as a separate company. Until then, the Company’s costs for these functions will include both charges from CSC under the Transition Services Agreement and the Company’s own costs to initiate and perform these functions.

F-13

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Transition Services Agreement

The Company and CSC entered into a Transition Services Agreement (“Agreement”) at the closing of the sale of the Company on February 11, 2005. The Agreement sets forth the terms and conditions under which the Company and CSC provide certain services to each other.

The Agreement commenced on the closing of the sale, and each party is obligated to provide specified services for terms ranging from six months to ten years following the closing, unless terminated earlier by either party.

Fees are generally payable on an hourly basis for services performed by individuals or on a fixed monthly charge for the use of systems and related support.

Under the Agreement, the Company is obligated to provide, upon CSC’s request, consultative services relating to legacy employee benefit plans and related matters, and is required to continue to host electronic mail services for specified units of DynCorp that remain as subsidiaries of CSC.

Under the Agreement, CSC agreed to provide the Company with the following significant services:

• Infrastructure and application support for the Company’s financial and enterprise resource planning systems

• Payroll tax processing services for a significant portion of the employees of the Company through May 2005

• Upon request of the Company, consultative services in the areas of accounting, government contract compliance, treasury services, and risk management

Client Service Agreements—CSC and the Company have agreed to continuation and transition terms for certain areas where the two entities support each other’s clients.

Intellectual Property Agreements—CSC has entered into various Intellectual Property Agreements (“IP Agreements) with the Company for certain CSC-owned intellectual property, such as tradename and software license agreements. There is no fee for the granting of the identified licenses to the Company. The IP Agreements were recorded at fair value on February 11, 2005 (see Note 3). The IP Agreements generally provide the Company with an exclusive, perpetual, irrevocable (but terminable) worldwide, royalty-free, fully paid up license to use the intellectual properties. The term of the IP Agreements commenced on the date of the sale of the Company to the Successor Parent and continues as long as the licensee continues to use any of the intellectual property, unless sooner terminated. The IP Agreements may be terminated if an acquisition of the Company takes place or the Company submits in writing to CSC a request to terminate the contract, and CSC may terminate if the Company commits a material breach of these IP Agreements, as described in the IP Agreements.

Transactions under the above agreements were as follows for the 49 days ended April 1, 2005:

Service Provider
CSC	$	355
Company	$	3

F-14

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Management Fee

The Company has entered into a management agreement with Veritas requiring minimum annual management fees of $300. The Company recorded $25 of these fees during the 49 days ended April 1, 2005.

Note 3—Acquisitions

March 7, 2003 Transaction

On March 7, 2003, CSC completed the acquisition of all of the outstanding equity securities of DynCorp, a predecessor parent of the Company. The acquisition was accounted for under the purchase method, and accordingly, the purchase price of the acquisition was allocated to the net assets acquired based on estimates of the fair values at the date of the acquisition. In addition, CSC utilized an independent appraisal in its assessment of the fair values of certain intangible assets. Identified intangible assets including customer contracts and related customer relationships acquired were valued at $159,300, and CSC recognized goodwill of $738,200.

As the Company was never integrated into CSC’s operations, goodwill was allocated to the Company based on an estimate of the relative fair value of the Company to the remaining portion of DynCorp as of March 7, 2003. In addition, the independently appraised value of the customer contracts and related customer relationships was determined on a by-contract basis and thus was specifically identified for the Company.

A summary of the Company assets acquired and liabilities assumed in the March 7, 2003 transaction is as follows:

	Estimated Fair Values
Accounts receivable	$	146,287
Intangible assets		56,050
Other assets		12,680
Accounts payable and accrued expenses		(87,130	)
Other long-term liabilities		(22,539	)
Goodwill		259,689
Purchase price		365,037
Less cash received		4,106
Purchase price, net of cash received	$	360,931

The $56,050 of intangible assets for customer contracts and related customer relationships had a weighted-average useful life of approximately 10 years and was being amortized based on the estimated timing of related cash flows.

The goodwill recognized of $259,689 was assigned to the reportable segments as follows: Field Technical Services—$120,115, and International Technical Services—$139,574. None of the goodwill was deductible for tax purposes.

February 11, 2005 Transaction

On February 11, 2005, the Successor Parent completed the acquisition of all of the outstanding equity securities of the Company for a purchase price of $865,288, including $775,000 of cash, preferred stock of the Successor Parent valued at $75,000, and transaction expenses. The cash payment and transaction expenses were financed through the issuance of the 9.5% Senior Subordinated Notes, borrowings under the Credit Facility (see Note 10), and DynCorp International’s cash investment of $150,000.

F-15

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Purchase price allocations are subject to refinement until all pertinent information is obtained. The purchase price is subject to an adjustment to the extent that the defined net working capital of the Company differs from an agreed-upon level. As required under the Purchase Agreement, CSC delivered to the Company a draft calculation of the net working capital on April 6, 2005. The Company delivered to CSC a notice objecting to the draft calculation on May 5, 2005. The Company and CSC are conducting discussions to resolve the Company’s objections to CSC’s draft calculation. Any adjustment to the purchase price would result in an increase or decrease to the shares of preferred stock of the Successor Parent issued to DynCorp, and would be recorded as an adjustment to goodwill.

The acquisition was accounted for under the purchase method, and accordingly, the preliminary purchase price of the acquisition was allocated to the net assets acquired based on preliminary estimates of the fair values at the date of the acquisition which are subject to future adjustments. The Company has engaged a third party to provide an independent appraisal of the fair values of certain intangible assets. The Company has received preliminary estimates for the intangible assets, and the amounts will be finalized with the anticipated completion of the third-party review during the second quarter of fiscal year 2006.

A preliminary summary of the assets acquired and liabilities assumed in the acquisition is as follows:

	Estimated Fair Values
Accounts receivable	$	364,170
Prepaid expenses and other current assets		36,008
Intangible assets		312,068
Property and equipment		10,640
Other assets		8,639
Accounts payable and accrued expenses		(210,778	)
Other long-term liabilities		(4	)
Goodwill		344,545
Purchase price		865,288
Less cash received		8,036
Purchase price, net of cash received	$	857,252

The preliminary estimate of intangible assets includes customer relationships and internally developed technologies of $290,381 and $3,369, respectively. The customer relationships have a weighted-average estimated useful life of approximately eight and one-half years and are amortized based on the estimated timing of related cash flows. The internally developed technologies have an estimated useful life of two years and are amortized ratably over the useful life.

The preliminary estimate of recognized goodwill of $344,545 is assigned to the reportable segments as follows: Field Technical Services—$82,214, and International Technical Services—$262,331. The goodwill is not amortized for financial reporting purposes but is deductible for tax purposes.

The Company’s member’s equity at February 12, 2005 reflects DynCorp International Inc.’s investment of $225,000, less related expenses of $192. In connection with the acquisition, Veritas was paid a $12,100 transaction fee and reimbursed for $880 of expenses. The Company also expects to pay $3,900 of employee retention bonuses which are being expensed as earned over a six-month period beginning February 12, 2005.

F-16

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Note 4—Goodwill and Tradename

A summary of the changes in the carrying amount of indefinite-lived assets by segment is as follows:

	Field Technical Services			International Technical Services			Total
Original Predecessor
Balance as of March 29, 2002	$	7,133		$	15,385		$	22,518
Adjustments		(7,133	)		(15,385	)		(22,518	)
Balance as of March 7, 2003	$	—		$	—		$	—
Immediate Predecessor
Balance as of March 8, 2003	$	120,115		$	139,574		$	259,689
Additions
Balance as of March 28, 2003		120,115			139,574			259,689
Additions
Balance as of April 2, 2004		120,115			139,574			259,689
Adjustments		(120,115	)		(139,574	)		(259,689	)
Balance as of February 11, 2005	$	—		$	—		$	—
Successor
Balance as of February 12, 2005	$	83,254		$	279,609		$	362,863
Additions
Balance as of April 1, 2005	$	83,254		$	279,609		$	362,863

Adjustments are to remove prior goodwill upon the acquisitions of the Company by CSC and the Successor Parent on March 7, 2003 and February 11, 2005, respectively. Goodwill as of March 8, 2003 is the allocated amount of CSC’s goodwill to the Company related to the acquisition of DynCorp. Indefinite-lived assets as of February 12, 2005 are the result of the Successor Parent’s acquisition of the Company as of February 11, 2005.

Note 5—Other Intangible Assets

A summary of amortizable intangible assets as of April 2, 2004, and April 1, 2005 is as follows:

	April 2, 2004
Immediate Predecessor	Weighted-Average Amortization Period	Gross Carrying Value		Accumulated Amortization		Net
Customer-related intangible asset	10	$	56,050	$	8,174	$	47,876
Other	2		22		16		6

F-17

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

	April 1, 2005
Successor	Weighted-Average Amortization Period	Gross Carrying Value		Accumulated Amortization		Net
Customer-related intangible asset	8.5	$	290,381	$	5,094	$	285,287
Other	2.0		7,466		383		7,083
Deferred financing cost	7.1		19,821		383		19,438
		$	317,668	$	5,860	$	311,808

Amortization expense related to intangible assets was $0, $259, $7,915, $5,300, and $5,860 for the period from March 30, 2002 to March 7, 2003, the 21 days ended March 28, 2003, the year ended April 2, 2004, the period from April 3, 2004 to February 11, 2005, and the 49 days ended April 1, 2005, respectively. Estimated amortization related to intangible assets at April 1, 2005 for each of the subsequent five years, fiscal 2006 through fiscal 2010, is as follows: $42,905, $42,679, $40,729, $37,560 and $37,488, respectively.

Note 6—Income Taxes

The sources of income (loss) before taxes, classified as between domestic entities and those entities domiciled outside of the United States are as follows:

	Original Predecessor		Immediate Predecessor						Successor
In thousands	Period From March 30, 2002 to March 7, 2003		21 Days Ended March 28, 2003		Fiscal Year 2004		Period From April 3, 2004 to Feb. 11, 2005		49 Days Ended April 1, 2005
Domestic operations	$	30,223	$	2,038	$	50,865	$	94,334	$	(693	)
Operations outside the United States		616		43		419		355		(169	)
	$	30,839	$	2,081	$	51,284	$	94,689	$	(862	)

F-18

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

The provision (benefit) for taxes on income (loss) classified between current and deferred and between taxing jurisdictions consist of the following:

	Original Predecessor			Immediate Predecessor						Successor
In thousands	Period From March 30, 2002 to March 7, 2003			21 Days Ended March 28, 2003		Fiscal Year 2004		Period From April 3, 2004 to Feb. 11, 2005		49 Days Ended April 1, 2005
Current portion:
Federal	$	(864	)	$	742	$	9,446	$	32,658	$	—
State		(91	)		71		1,540		1,627		—
Foreign		205			10		209		446		60
		(750	)		823		11,195		34,731		60
Deferred portion:
Federal		10,937			28		7,505		214		(349	)
State		1,786			1		1,224		11		(14	)
		12,723			29		8,729		225		(363	)
Total provision (benefit) for income taxes before valuation allowance	$	11,973		$	852	$	19,924	$	34,956	$	(303	)
Valuation allowance		—			—		—		—		363
	$	11,973		$	852	$	19,924	$	34,956	$	60

The major elements contributing to the difference between the federal statutory tax rate and the effective tax rate are as follows:

	Original Predecessor		Immediate Predecessor						Successor
In thousands	Period From March 30, 2002 to March 7, 2003		21 Days Ended March 28, 2003		Fiscal Year 2004		Period From April 3, 2004 to Feb. 10, 2005		50 Days Ended April 1, 2005
Statutory rate	35.0	%	35.0	%	35.0	%	35.0	%	(35.0	)%
State income tax, less effect of federal deduction	3.6		2.3		3.5		1.7		(1.7	)
Other	.2		3.6		.4		.2		1.6
Valuation allowance	—		—		—		—		42.1
Effective tax rate	38.8	%	40.9	%	38.9	%	36.9	%	7.0	%

The Company’s blended state tax rate has been computed by using the same weighted apportionment factor as DynCorp, which is not expected to be materially different than the Company’s expected state tax rate on a separate basis.

F-19

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

The tax effects of significant temporary differences that comprise deferred tax balances are as follows:

	Immediate Predecessor			Successor
	April 2, 2004			April 1, 2005
Deferred tax (liabilities) assets
Customer intangibles	$	(19,342	)	$	184
Contract accounting		(24,868	)		(297	)
Net operating loss carryforwards		—			146
Foreign tax credit carryforwards		—			60
Other		2,265			270
Valuation allowance		—			(363	)
Total deferred taxes	$	(41,945	)	$	—

Immediate predecessor deferred tax liabilities associated with customer intangibles are classified as long-term liabilities on the balance sheet. The remaining deferred balances are current deferred taxes and are included with foreign income tax liabilities in current income tax liabilities. As the Company’s federal and state taxable income have been combined with that of other entities in the predecessor parents’ consolidated returns, and the associated tax payments were processed and paid by CSC or DynCorp, federal and state current tax liabilities are reflected in the intercompany account, which is included in parent’s net investment in the original predecessor and immediate predecessor periods. The Company has a net operating loss carryforward for regular U.S. federal tax purposes of approximately $397 (expiring in fiscal year 2025).

Note 7—Receivables

Receivables consist of the following:

	Immediate Predecessor		Successor
	April 2, 2004		April 1, 2005
Billed	$	99,935	$	169,229
Unbilled		135,390		243,362
Unbilled—related party		—		6,409
Other receivables		2,375		3,514
	$	237,700	$	422,514

Unbilled receivables at April 2, 2004 and April 1, 2005 include $8,906 and $54,484, respectively, related to costs incurred on projects for which the Company has been requested by the customer to begin work under a new contract or extend work under an existing contract, and for which formal contracts or contract modifications have not been executed at the end of the year. The Company records revenue, to the extent of costs, for these anticipated contract modifications. The balance of unbilled receivables consists of costs and fees billable on contract completion or other specified events, the majority of which is expected to be billed and collected within one year. Contract retentions are billed when the Company has negotiated final indirect rates with the U.S. government and, once billed, are subject to audit and approval by outside third parties. Consequently, the timing of collection of retention balances of $59 and $40 as of April 2, 2004 and April 1, 2005 is outside the Company’s control. Based on the Company’s historical experience, the majority of the retention balance is expected to be collected beyond one year.

F-20

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Note 8—Comprehensive Income (Loss)

The components of comprehensive income (loss), net of tax, are as follows (in thousands):

	Original Predecessor		Immediate Predecessor							Successor
	Period From March 30, 2002 to March 7, 2003		21 Days Ended March 28, 2003		Fiscal Year Ended April 2, 2004			Period From April 3, 2004 to Feb. 11, 2005		49 Days Ended April 1, 2005
Net income (loss)	$	18,866	$	1,229	$	31,360		$	59,733	$	(922	)
Foreign currency translation adjustment				9		(2	)		60		22
Comprehensive income (loss)	$	18,866	$	1,238	$	31,358		$	59,793	$	(900	)

Accumulated other comprehensive income (loss) presented on the accompanying consolidated balance sheets consists of accumulated foreign currency translation adjustments.

Note 9—Savings Plans

Defined Contribution Savings Plans

For the periods presented through February 11, 2005, substantially all domestic Company employees and certain foreign employees were able to participate in (a) one of two legacy defined contribution savings plans sponsored by DynCorp until July 2, 2004, and (b) after July 2, 2004, in a defined contribution savings plan sponsored by CSC, into which the legacy plans merged. The plans allowed employees to contribute a portion of their earnings in accordance with specified guidelines. For the plans sponsored by parent DynCorp at April 2, 2004, plan assets included 6,703,868 shares of CSC’s common stock, of which 3,073,632 shares were held for Company participants. During the years ended March 28, 2003, and April 2, 2004, and the period from April 3, 2004 to February 11, 2005, the Company contributed $7,135, $7,838, and $6,783, respectively.

In 2000, DynCorp had a Savings and Retirement Plan (“SARP”) that was intended to qualify under Section 401(k) of the Internal Revenue Code (“IRC”). The plan allowed eligible employees to defer 1.0% to 15.0% of their compensation on a pretax basis for contribution to their SARP accounts. DynCorp also had an Employee Stock Ownership Plan (“ESOP”), that was established in 1988. The ESOP covered a majority of the employees of the Company. Participants in the ESOP become fully vested after four years of service. Effective January 1, 2001, DynCorp bifurcated the SARP into two plans: the SARP and a new Capital Accumulation and Retirement Plan (“CAP”) (collectively the “Savings Plans”), which were intended to qualify under Section 401(k) of the IRC. At the same time, the ESOP was merged into the two plans. The stock accounts of Company participants in the ESOP were transferred to one or the other of the Savings Plans’ trusts, and Savings Plans participants have the same distribution rights for these ESOP shares as they had in the ESOP.

Until the acquisition of DynCorp by CSC on March 7, 2003, all match and employer contributions that were contributed in shares of stock were in the form of DynCorp shares. On that date existing shares of DynCorp stock held in the plans were converted to shares of CSC stock and, in some cases, shares in a money market fund. After March 7, 2003, match and employer contributions that were contributed in shares of stock were in the form of CSC shares. At that acquisition date, certain additional diversification and distribution rights were given for former ESOP shares and for employer contributions in the form of shares of stock.

F-21

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Under the bifurcated SARP, the Company could make a matching contribution of 50% of the first 8% of compensation deferred by the employee. The Company could also make a discretionary contribution of 1% of compensation on behalf of eligible participants. An additional matching contribution of 50% of the first 3% of compensation so deferred that was invested in the stock investment fund was removed in December 2002. All Company contributions were invested in the stock investment fund for such participants except under certain collective bargaining contracts and other circumstances where the Company contributions follow the employee’s election. Under the Capital Accumulation and Retirement Plan, the initial Company matching contribution was 25% of the first 8% of compensation deferred by the employee. The same additional matching contribution of 50% for investments of the first 3% in the Company stock investment fund discussed above for SARP was also removed in December 2002 for CAP. Under the CAP, the Company could also make a discretionary contribution of 2% of compensation. Company contributions were either in the form of Company stock or cash to be used by the Savings Plans to acquire Company stock, except under certain collective bargaining contracts and other circumstances where the Company contributions follow the employee’s election and other than those contributions used to pay administrative expenses. Beginning in January 2002, the Plans allowed eligible employees to defer 1% to 50% of their compensation on a pretax basis for contribution to their Savings Plans’ accounts.

In July 2004, the Savings Plans were merged into CSC’s defined contribution plan, the Matched Asset Plan (“MAP”). After the Plan merger, the match and employer contribution formulas in the MAP remained substantially unchanged from their form in the Savings Plans.

Effective January 6, 2005, the MAP was bifurcated into two mirror image plans, the CSC MAP plan and the DynCorp International MAP plan. The Company adopted an amendment to the DynCorp International MAP plan that prevented any new Company or participant contributions going to the CSC stock fund, changed all new Company contributions to cash, made all CSC stock fund amounts diversifiable, and offered the CSC stock fund as an investment alternative for two years. All other terms of the plan are unchanged.

Other Benefit Plans

In 1997, DynCorp established the Supplemental Executive Retirement Plan, which offered certain executives additional retirement benefits in the form of a 10-year certain stream of payments based on a percentage of final-year annual compensation. The plan also included pre- and postretirement lump-sum death benefit provisions. For Company participants in the plan, the Company recorded a liability in the amount of $200 as of April 2, 2004, for these retirement balances. At the date of the sale of the Company to Veritas, participants were deemed to be terminated and the Company’s obligations under the plan ceased. However a successor plan will be established, giving credit for prior service, the effect of which will be to establish a comparable liability. The Company has recorded a related liability of $222 at April 1, 2005.

F-22

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Note 10—Long-Term Debt

Long-term debt consists of the following:

	April 1, 2005
Credit facility:
Revolving credit line	$	35,000
Term loans		345,000
Senior subordinated notes		320,000
		700,000
Less current portion of long-term debt		37,588
	$	662,412

Credit Facility—The Company entered into a Credit Facility on February 11, 2005, which provides for a revolving credit line and term loans. Borrowings under the Credit Facility are secured by substantially all assets of the Company and the capital stock of the Company’s subsidiaries.

The revolving credit line provides for borrowings of up to $75,000, less outstanding letters of credit. The Company may elect to receive advances under the revolving credit line in the form of either Base Rate advances or Eurodollar advances, as defined by the Credit Facility. The outstanding advances bear interest at the applicable Base Rate plus the Applicable Margin (1.5% at April 1, 2005) or Eurodollar Rate plus the Applicable Margin (2.5% at April 1, 2005), as defined by the Credit Facility, and are due in 2010. At April 1, 2005, availability under the revolving credit line for additional borrowings was approximately $35,000. The Credit Facility requires an unused line fee equal to 0.5% per annum, payable monthly in arrears, of the unused portion of the revolving credit facility.

The Credit Facility also provides for a commitment guarantee of a maximum of $15,000 for letters of credit. The Credit Facility requires letter of credit fees equal to 2.5%, payable monthly in arrears on the amount available for drawing under all letters of credit. The Company has $5,144 outstanding letters of credit at April 1, 2005.

Term Loans under the Credit Facility initially provided $345,000 to the Company and are due in quarterly payments of $863 through April 1, 2010, and $81,938 thereafter, with final payment due February 11, 2011. Interest is due quarterly at the Base Rate plus the Applicable Margin or the Eurodollar Rate plus the Applicable Margin (1.75% per annum and 2.75% per annum at April 1, 2005, respectively).

The Credit Facility requires defined prepayments of borrowings based on excess cash flows and certain other events. No prepayments were required based on 2005 operating results.

9.5% Senior Subordinated Notes—The Company has senior subordinated notes totaling $320,000 with various financial institutions at April 1, 2005. Interest on the Notes is due semiannually at a fixed annual rate of 9.5%. The Notes are due on February 15, 2013, or upon a defined change in control or certain offering and are general unsecured obligations of DynCorp International and certain guarantor subsidiaries.

Prior to February 15, 2009, the Company can redeem the Notes, in whole or in part, at a price equal to 100% of the principal amount of the Notes plus a defined make-whole premium, plus accrued interest to the redemption date. After February 15, 2009, the Company can redeem the Notes, in whole or in part, at defined redemption

F-23

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

prices, plus accrued interest to the redemption date. The Company can also redeem up to 35% of the original aggregate principal amount of the Notes at any time before February 15, 2008, with the net cash proceeds of certain equity offerings at a price equal to 109.5% of the principal amount of the Notes, plus accrued interest to the redemption date. The holders of the Notes may require the Company to repurchase the Notes at defined prices in the event of certain asset sales or change-of-control events.

The Credit Facility and the Notes contain various financial covenants, including minimum levels of EBITDA, minimum interest and fixed charge coverage ratios, and maximum capital expenditures and total leverage ratio. Nonfinancial covenants restrict the ability of the Company and its subsidiaries to dispose of assets; incur additional indebtedness, prepay other indebtedness, or amend certain debt instruments; pay dividends; create liens on assets; enter into sale and leaseback transactions; make investments, loans, or advances; issue certain equity instruments; make acquisitions; engage in mergers or consolidations or engage in certain transactions with affiliates; and otherwise restrict certain corporate activities. The Company was in compliance with its various financial and nonfinancial covenants at April 1, 2005.

The carrying amount of the Company’s borrowings under its Credit Facility approximates fair value based on the variable interest rates of this debt. The carrying value of the Company’s other long-term debt approximates fair value based on its recent issuance.

Scheduled maturities of long-term debt for each of the fiscal years subsequent to April 1, 2005, are as follows:

2006	$	37,588
2007		3,450
2008		3,450
2009		4,312
2010		3,450
Thereafter		647,750
	$	700,000

Note 11—Commitments and Contingencies

Commitments

The Company has operating leases for the use of certain property and equipment. Operating leases are noncancelable, cancelable only by the payment of penalties, or cancelable upon one month’s notice. All lease payments are based on the lapse of time but include, in some cases, payments for insurance, maintenance, and property taxes. There are no purchase options on operating leases at favorable terms, but most leases have one or more renewal options. Certain leases on real estate property are subject to annual escalations for increases in utilities and property taxes. Lease rental expense amounted to $8,553, $503, $19,588, $11,271, and $1,748 for the period from March 30, 2002 to March 7, 2003, the 21 days ended March 28, 2003, the year ended April 2, 2004, the period from April 3, 2004 to February 11, 2005, and the 49 days ended April 1, 2005, respectively.

F-24

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Minimum fixed rentals required for the next five years and thereafter under operating leases in effect at April 1, 2005, are as follows:

Fiscal Year	Real Estate		Equipment
2006	$	10,257	$	1,987
2007		2,242		843
2008		926		751
2009		130		55
2010		—		—
Thereafter		—		—
	$	13,555	$	3,636

The Company has no significant long-term purchase agreements with service providers.

Contingencies

The primary financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable. Departments and agencies of the U.S. federal government account for all but minor portions of the Company’s customer base, minimizing credit risk. Furthermore, the Company continuously reviews all accounts receivable and records provisions for doubtful accounts as needed.

Litigation

The Company and its subsidiaries and affiliates are involved in various claims and lawsuits, including contract disputes and claims based on allegations of negligence and other tortious conduct. In most cases, the Company has denied or believes it has a basis to deny liability, and in some cases has offsetting claims against the plaintiffs, third parties, or insurance carriers. The Company has recorded such damages and penalties that are considered to be probable recoveries against the Company or its subsidiaries.

On September 11, 2001, a class action lawsuit seeking $100,000 on behalf of approximately 10,000 citizens of Ecuador was filed against the Company. The lawsuit alleges personal injury, property damage and wrongful death as a consequence of the spraying of narcotic crops along the Colombian border adjacent to Ecuador. The terms of the contract with the client, the U.S. Department of State, provide that the Department of State will indemnify the Company against all third-party claims and liabilities arising out of the contract that are not otherwise covered by insurance, subject to certain specified funding ceilings. We are also entitled to indemnification by CSC in connection with this lawsuit, subject to certain limitations. In addition, the Company expects to be protected by the government contractor immunity defense.

Sometime in 2004 or early in 2005, an Iraqi company filed three separate actions against the Company for an aggregate amount of approximately $50,000 in rental fees and other payments allegedly owed by the Company in connection with its lease of three hotels in Baghdad. The Company has no relationship with the Iraqi company and is not in privity of contract with it. DynCorp International leases the hotels from another company, has evidence of payment to that company for all amounts due, and is working with Iraqi counsel for that company to prepare its defense and obtain dismissal of the action. In the event that the court decides against the Company in this lawsuit, it could have a material adverse effect on the Company’s financial condition and may affect the Company’s ability to service its debt obligations.

It is the opinion of Company management that ultimate liability, if any, with respect to these and any other disputes will not be material to the Company’s consolidated financial statements.

F-25

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Note 12—Equity Incentive Plans

Immediately prior to the acquisition of DynCorp by CSC on March 7, 2003, all outstanding and exercisable DynCorp stock options, whether or not vested, were canceled and the holders became entitled to receive a cash payment equal to the excess, if any, of the merger consideration over the exercise price of the DynCorp stock option. Each outstanding share of DynCorp stock was converted into $15.00 cash and 1.394 shares of CSC stock.

The Company participated in CSC’s eight stock incentive plans, which authorize the issuance of stock options, restricted stock and other stock-based incentives to employees upon terms approved by the Compensation Committee of the Board of Directors.

Information concerning CSC stock options granted to employees of the Company is as follows:

	Fiscal 2004			Period From April 3, 2004 to Feb. 11, 2005
	Number of Shares	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price
Outstanding, beginning of period	—		—	45,000	$	33.83
Granted	45,000	$	33.83	57,725		39.04
Exercised	—		—	—		—
Canceled	—		—	81,225		37.27
Outstanding, end of period	45,000	$	33.83	21,500	$	34.86

No CSC stock options were granted to Company employees prior to fiscal 2004. At April 2, 2004 and February 12, 2005, there were 3,000 and 21,500 stock options exercisable, respectively.

	April 2, 2004
	Options Outstanding
Range of Option Exercise Price	Number Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
$33.16	40,000	$	33.16	9.08
$39.19	5,000	$	39.19	9.48

On February 12, 2005, all unvested CSC stock options were canceled as a result of the sale. The Company intends to join an equity participation plan established by an affiliate, DIV Holding LLC, in fiscal year 2006.

F-26

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Note 13—Composition of Certain Financial Statement Captions

	Immediate Predecessor April 2, 2004		Successor April 1, 2005
Prepaid expenses and other current assets:
Prepaid expenses	$	11,457	$	13,074
Inventories		7,687		3,596
Work-in-process		4,408		9,320
Note receivable		487		258
	$	24,039	$	26,248
Property and equipment at cost:
Computers and other equipment	$	3,500	$	6,239
Buildings and improvements		385		428
Leasehold improvements		147		1,263
Office furniture and fixtures		138		2,954
		4,170		10,884
Less accumulated depreciation and amortization		648		227
	$	3,522	$	10,657
Other assets:
Investments in affiliates	$	487	$	629
Other accrued liabilities:
Insurance	$	22,600	$	11,902
Interest		—		7,349
Billings in excess of revenues on uncompleted contracts		165		3,044
Accrued contract losses		—		602
Other		1,026		594
	$	23,791	$	23,491
Accrued payroll and employee benefits:
Salaries, bonuses, and amounts withheld from employees’ compensation	$	37,573	$	37,615
Accrued vacation		12,450		16,883
Accrued contributions to employee benefit plans		1,512		1,689
	$	51,535	$	56,187

Note 14—Valuation and Qualifying Accounts

	Balance at Beginning of Period		Additions Charged to Expense		Deductions (1)			Balance at End of Period
Allowance for doubtful accounts:
March 30, 2002—March 7, 2003	$	1,178	$	882	$	—		$	2,060
March 8, 2003—March 28, 2003		2,060		—		—			2,060
March 29, 2003—April 2, 2004		2,060		—		(872	)		1,188
April 3, 2004—February 11, 2005		1,188		4,338		(1,026	)		4,500
February 12, 2005—April 1, 2005		4,500		—		—			4,500

(1) Uncollectible accounts written off net of recoveries.

F-27

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Note 15—Segment and Geographic Information

The Company’s business primarily involves providing worldwide maintenance support to U.S. military aircraft and various defense technical services. The Company is organized into two major business areas, Field Technical Services (“FTS”) and International Technical Services (“ITS”). FTS primarily offers aviation services, including maintenance and modifications, training, aftermarket logistics support, avionics upgrades, field installations, and aircraft operations and training. ITS primarily offers base maintenance/operations and personal and physical security services. The Company provides services domestically and in foreign countries under contracts with the U.S. government and some foreign customers. The risks associated with the Company’s foreign operations relating to foreign currency fluctuation and political and economic conditions in foreign countries have not had a significant negative impact to the Company. The Company operates principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations, Cost Accounting Standards, and audits by various U.S. federal agencies.

The DynCorp International Home Office component represents assets not included in a reporting segment and is primarily comprised of cash and cash equivalents, deferred tax assets and liabilities, internally developed software, fixed assets, unallocated general corporate costs, and depreciation and amortization related to the long-lived assets not included in a reporting segment.

The reporting segments follow the same accounting policies outlined in Note 1—Summary of Significant Accounting Policies included in the notes to the Company’s audited consolidated financial statements for the fiscal year ended April 1, 2005. All inter-segment transactions and balances have been eliminated from the reporting segments’ presented results.

DynCorp International LLC (the “Company”) was a wholly owned subsidiary of DynCorp, which was acquired by Computer Sciences Corporation (“CSC”) on March 7, 2003. On February 11, 2005 CSC and DynCorp sold the Company to a newly formed entity (the “Successor Parent”) affiliated with The Veritas Capital Fund II, L.P. (“Veritas”). The two acquisitions were accounted for under the purchase method, and accordingly, the purchase prices were allocated to the net assets acquired based on estimates of the fair values at the date of the acquisitions and, for the second acquisition, is subject to future adjustments. Therefore, the reporting segment information reflects a new basis of accounting beginning March 8, 2003 and February 12, 2005. The information presented for periods prior to March 8, 2003 are referred to as the “original predecessor period”, the information presented for the periods from March 8, 2003 to February 11, 2005 are referred to as the “immediate predecessor period” and the information presented for the periods from February 12, 2005 forward are referred to as the “successor period”.

The table below presents financial information for the respective periods, for the two reportable segments, and for financial items that cannot be allocated to either operating segment:

F-28

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

	Field Technical Services		International Technical Services		DynCorp International Home Office			Total
Original Predecessor
Period From March 30, 2002 to March 7, 2003
Revenues	$	447,721	$	411,552	$	(161	)	$	859,112
Earnings before interest and taxes		15,969		18,702		(3,875	)		30,796
Depreciation and amortization		544		596		(198	)		942
Immediate Predecessor
21 Days Ended March 28, 2003
Revenues	$	30,805	$	28,435	$	—		$	59,240
Earnings before interest and taxes		1,081		998		—			2,079
Depreciation and amortization		157		144		—			301
Assets		221,557		260,755		(1,215	)		481,097
Fiscal Year Ended April 2, 2004
Revenues	$	582,476	$	631,672	$	141		$	1,214,289
Earnings before interest and taxes		25,144		26,189		(113	)		51,220
Depreciation and amortization		2,358		6,382		48			8,788
Assets		253,673		326,158		(2	)		579,829
Period From April 3, 2004 to February 11, 2005
Revenues	$	594,480	$	1,059,713	$	112		$	1,654,305
Earnings before interest and taxes		27,755		68,198		(1,434	)		94,519
Depreciation and amortization		3,878		2,731		28			6,637
Assets		257,747		462,662		14,638			735,047
Successor
49 Days Ended April 1, 2005
Revenues	$	93,674	$	173,007	$	(77	)	$	266,604
Earnings before interest and taxes		3,662		3,447		76			7,185
Depreciation and amortization		1,500		4,045		542			6,087
Assets		310,303		821,649		16,241			1,148,193

F-29

DYNCORP INTERNATIONAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

A reconciliation of earnings before interest and taxes to net income (loss) is as follows:

	Original Predecessor			Immediate Predecessor									Successor
	Period From March 30, 2002 to March 7, 2003			21 Days Ended March 28, 2003			Fiscal Year Ended April 2, 2004			Period From April 3, 2004 to Feb. 11, 2005			49 Days Ended April 1, 2005
Earnings before interest and taxes	$	30,796		$	2,079		$	51,220		$	94,519		$	7,185
Interest income		43			2			64			170			7
Interest expense														(8,054	)
Income taxes		(11,973	)		(852	)		(19,924	)		(34,956	)		(60	)
Net income (loss)	$	18,866		$	1,229		$	31,360		$	59,733		$	(922	)

The Company’s management believes that earnings before interest and taxes provides useful information in order to assess the Company’s performance and results of operations. The measure is utilized to determine executive compensation, along with other measures.

Revenue by geography for the period from March 30, 2002 to March 7, 2003, the year ended April 2, 2004, the period from April 3, 2004 to February 11, 2005, and the 49 days ended April 1, 2005, is as follows. Revenue by geography is based on the location of the provision of service.

	Original Predecessor		Immediate Predecessor				Successor
	Period From March 30, 2002 to March 7, 2003		Fiscal Year Ended April 2, 2004		Period From April 3, 2004 to Feb. 11, 2005		49 Days Ended April 1, 2005
United States	$	436,708	$	578,671	$	557,700	$	97,455
Middle East		140,207		338,868		816,084		130,312
Other Americas		120,709		146,892		132,920		20,023
Europe		94,425		93,827		88,449		8,192
Other		67,063		56,031		59,152		10,622
Total	$	859,112	$	1,214,289	$	1,654,305	$	266,604

The Company operates with insignificant values of property and equipment.

The Company derives the majority of its revenues from departments and agencies of the U. S. government. U.S. federal government revenue accounted for 94.8% and 95.3% of the Company’s revenues for the period from March 30, 2002 to March 7, 2003, and fiscal 2004, respectively. At April 2, 2004 and April 1, 2005 accounts receivable due from the U.S. federal government represented 97.90% and 98.1% of total receivables, respectively.

F-30

Note 16—Consolidating Financial Statements of Subsidiary Guarantors

As of April 1, 2005, the Company had outstanding $320 million aggregate principal amount of 9.5% senior subordinated notes due 2013. These senior subordinated notes are fully and unconditionally guaranteed, jointly and severally, on a senior subordinated unsecured basis by the following subsidiaries of DynCorp International LLC:

DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, Dyn Marine Services LLC, DynCorp International of Nigeria LLC, Dyn Marine Services of Virginia LLC, Services International LLC, and Worldwide Humanitarian Services LLC

The following supplemental consolidating financial statements present:

1. Consolidating balance sheets as of April 2, 2004 (Immediate Predecessor Company) and April 1, 2005 (Successor Company), and the related consolidating statements of operations, and cash flows for the period from March 30, 2002 to March 7, 2003 (Original Predecessor Company operations), the 21 days ended March 28, 2003, the fiscal year ended April 2, 2004, the period from April 3, 2004 to February 11, 2005 (Immediate Predecessor Company operations), and the 49 days ended April 1, 2005 (Successor Company operations).

2. DynCorp International LLC (the “Parent” and “Co-Issuer”), the combined Subsidiary Guarantors and the combined Subsidiary Non-Guarantors account for their investments in subsidiaries using the equity method of accounting; therefore, the Parent column reflects the equity income (loss) of its Subsidiary Guarantors and Subsidiary Non-Guarantors, which are also separately reflected in the stand-alone Subsidiary Guarantors and Subsidiary Non-Guarantors column. Additionally, the Subsidiary Guarantors column reflects the equity income (loss) of its Subsidiary Non-Guarantors, which are also separately reflected in the stand-alone Subsidiary Non-Guarantors column.

3. Elimination entries necessary to consolidate the Parent and all of its Subsidiaries.

F-31

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

SUCCESSOR COMPANY

APRIL 1, 2005

In thousands	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	10,531		$	1,423		$	1,520		$	—		$	13,474
Receivables, net		382,575			39,102			837			—			422,514
Prepaid expenses and other current assets		23,335			1,104			1,809			—			26,248
Total current assets		416,441			41,629			4,166			—			462,236
Property and equipment, net		6,951			3,210			496			—			10,657
Other assets:
Goodwill		326,973			17,572			—			—			344,545
Tradename		18,318			—			—			—			18,318
Customer-related intangibles, net		270,737			14,550			—			—			285,287
Other intangibles, net		6,722			361			—			—			7,083
Investment in subsidiaries		(495	)		4			—			491			—
Deferred financing costs, net		19,438			—			—			—			19,438
Other assets		629			—			—			—			629
Intercompany receivables		50,343			—			8,467			(58,810	)		—
Total other assets		692,665			32,487			8,467			(58,319	)		675,300
Total assets	$	1,116,057		$	77,326		$	13,129		$	(58,319	)	$	1,148,193
LIABILITIES AND MEMBER’S EQUITY
Current liabilities:
Current portion of long-term debt	$	37,588		$	—		$	—		$	—		$	37,588
Accounts payable		135,238			439			—			—			135,677
Accrued payroll and employee costs		27,005			16,266			12,916			—			56,187
Other accrued expenses		30,010			2,094			253			—			32,357
Income taxes		(108	)		168			—			—			60
Total current liabilities		229,733			18,967			13,169			—			261,869
Long-term debt—less current portion		662,412			—			—			—			662,412
Other long-term liabilities		4			—			—			—			4
Intercompany payables		—			58,810			—			(58,810	)		—
Member’s equity		223,908			(451	)		(40	)		491			223,908
Total liabilities and member’s equity	$	1,116,057		$	77,326		$	13,129		$	(58,319	)	$	1,148,193

F-32

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

SUCCESSOR COMPANY OPERATIONS

FOR THE PERIOD FROM FEBRUARY 12, 2005 THROUGH APRIL 1, 2005

In thousands	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Revenues	$	235,395		$	31,209		$	35,921		$	(35,921	)	$	266,604
Cost of services		214,570			30,809			35,948			(35,921	)		245,406
Selling, general and administrative		7,903			505			—			—			8,408
Depreciation and amortization		5,244			351			10			—			5,605
Operating income		7,678			(456	)		(37	)		—			7,185
Interest income		(6	)		(1	)		—			—			(7	)
Equity in income (loss) of subsidiaries		(495	)		4			—			491			—
Interest expense		8,054			—			—			—			8,054
Loss before income taxes		(865	)		(451	)		(37	)		491			(862	)
Provision for income taxes		57			—			3			—			60
Net loss	$	(922	)	$	(451	)	$	(40	)	$	491		$	(922	)

F-33

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

SUCCESSOR COMPANY OPERATIONS

FOR THE PERIOD FROM FEBRUARY 12, 2005 THROUGH APRIL 1, 2005

In thousands	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(16,372	)	$	(15,847	)	$	979		$	—	$	(31,240	)
Cash flows from investing activities:
Net cash paid for business acquired		(865,053	)		—			—			—		(865,053	)
Purchases of property and equipment		53			(297	)		—			—		(244	)
Other assets		(4,097	)		—			—			—		(4,097	)
Net cash used in investing activities		(869,097	)		(297	)		—			—		(869,394	)
Cash flows from financing activities:
Net transfers (to) from parent company		(14,702	)		16,256			(1,554	)		—		—
Stock issuance		10			—			(10	)		—		—
Proceeds from capital contributions		224,825			—			—			—		224,825
Issuance of acquisition debt		665,000			—			—			—		665,000
Deferred financing costs		(18,753	)		—			—			—		(18,753	)
Net proceeds from credit line		35,000			—			—			—		35,000
Net cash provided by (used in) financing activities		891,380			16,256			(1,564	)		—		906,072
Net increase in cash and cash equivalents		5,911			112			(585	)		—		5,438
Cash and cash equivalents at beginning of period		4,620			1,311			2,105			—		8,036
Cash and cash equivalents at end of period	$	10,531		$	1,423		$	1,520		$	—	$	13,474

F-34

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

IMMEDIATE PREDECESSOR COMPANY OPERATIONS

FOR THE PERIOD FROM APRIL 3, 2004 THROUGH FEBRUARY 11, 2005

In thousands	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Revenues	$	1,440,397		$	213,908		$	175,372		$	(175,372	)	$	1,654,305
Cost of services		1,300,693			195,825			174,963			(175,372	)		1,496,109
Selling, general and administrative		49,659			8,090			6			—			57,755
Depreciation and amortization		5,174			669			79			—			5,922
Operating income		84,871			9,324			324			—			94,519
Other expense (income)		(169	)		(1	)		—			—			(170	)
Equity in income of subsidiaries		8,052			286			—			(8,338	)		—
Interest expense		17			(16	)		(1	)		—			0
Income before income taxes		93,075			9,626			325			(8,338	)		94,689
Provision for income taxes		33,342			1,614			—			—			34,956
Net income	$	59,733		$	8,012		$	325		$	(8,338	)	$	59,733

F-35

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

IMMEDIATE PREDECESSOR COMPANY OPERATIONS

FOR THE PERIOD FROM APRIL 3, 2004 THROUGH FEBRUARY 11, 2005

In thousands	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(11,814	)	$	3,825		$	5,897		$	—	$	(2,092	)
Cash flows from investing activities:
Purchases of property and equipment		(4,714	)		(3,612	)		(147	)		—		(8,473	)
Other assets		(2,234	)		—			—			—		(2,234	)
Net cash used in investing activities		(6,948	)		(3,612	)		(147	)		—		(10,707	)
Cash flows from financing activities:
Net transfers from (to) parent company		19,985			(157	)		(5,503	)		—		14,325
Net cash provided by (used in) financing activities		19,985			(157	)		(5,503	)		—		14,325
Net increase in cash and cash equivalents		1,223			56			247			—		1,526
Cash and cash equivalents at beginning of period		3,397			1,255			1,858			—		6,510
Cash and cash equivalents at end of period	$	4,620		$	1,311		$	2,105		$	—	$	8,036

F-36

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

IMMEDIATE PREDECESSOR COMPANY

APRIL 2, 2004

In thousands	Parent Company		Subsidiary Guarantors		Subsidiary Non-Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	3,397	$	1,255	$	1,858		$	—		$	6,510
Receivables, net		204,219		33,315		166			—			237,700
Prepaid expenses and other current assets		21,638		1,856		545			—			24,039
Total current assets		229,254		36,426		2,569			—			268,249
Property and equipment, net		2,762		322		438			—			3,522
Other assets:
Goodwill		246,445		13,244		—			—			259,689
Customer-related intangibles, net		45,434		2,442		—			—			47,876
Other intangibles, net		6		—		—			—			6
Investment in subsidiaries		7,885		266		—			(8,151	)		—
Other assets		487		—		—			—			487
Intercompany receivables		24,820		—		1,995			(26,815	)		—
Total other assets		325,077		15,952		1,995			(34,966	)		308,058
Total assets	$	557,093	$	52,700	$	5,002		$	(34,966	)	$	579,829
LIABILITIES AND MEMBER’S EQUITY
Current liabilities:
Accounts payable	$	65,575	$	64	$	—		$	—		$	65,639
Accrued payroll and employee costs		33,364		13,298		4,873			—			51,535
Other accrued expenses		19,338		4,462		(9	)		—			23,791
Income taxes		22,901		180		(132	)		—			22,949
Total current liabilities		141,179		18,004		4,732			—			163,914
Deferred income taxes		19,342		—		—			—			19,342
Intercompany payables		—		26,815		—			(26,815	)		—
Member’s equity		396,573		7,881		270			(8,151	)		396,573
Total liabilities and member’s equity	$	557,093	$	52,700	$	5,002		$	(34,966	)	$	579,829

F-37

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

IMMEDIATE PREDECESSOR COMPANY OPERATIONS

FISCAL YEAR ENDED APRIL 2, 2004

In thousands	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors		Eliminations			Consolidated
Revenues	$	910,761		$	303,528		$	113,227	$	(113,227	)	$	1,214,289
Cost of services		820,548			286,474			112,776		(113,227	)		1,106,571
Selling, general and administrative		39,573			8,775			2		—			48,350
Depreciation and amortization		7,458			661			29		—			8,148
Operating income		43,182			7,618			420		—			51,220
Interest income		(52	)		(12	)		—		—			(64	)
Equity in income of subsidiaries		7,885			266			—		(8,151	)		—
Interest expense		(5	)		5			—		—			—
Income before income taxes		51,124			7,891			420		(8,151	)		51,284
Provision for income taxes		19,764			10			150		—			19,924
Net income	$	31,360		$	7,881		$	270	$	(8,151	)	$	31,360

F-38

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

IMMEDIATE PREDECESSOR COMPANY OPERATIONS

FISCAL YEAR ENDED APRIL 2, 2004

In thousands	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(17,778	)	$	9,540		$	1,482		$	—	$	(6,756	)
Cash flows from investing activities:
Purchases of property and equipment		(1,155	)		(441	)		(451	)		—		(2,047	)
Other investing cash flows		(245	)		—			—			—		(245	)
Net cash used in investing activities		(1,400	)		(441	)		(451	)		—		(2,292	)
Cash flows from financing activities:
Net transfers from (to) parent company		19,643			(8,466	)		(160	)		—		11,017
Net cash provided by (used in) financing activities		19,643			(8,466	)		(160	)		—		11,017
Net increase in cash and cash equivalents		465			633			871			—		1,969
Cash and cash equivalents at beginning of period		2,932			622			987			—		4,541
Cash and cash equivalents at end of period	$	3,397		$	1,255		$	1,858		$	—	$	6,510

F-39

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

IMMEDIATE PREDECESSOR COMPANY OPERATIONS

FOR THE PERIOD FROM MARCH 8, 2003 THROUGH MARCH 28, 2003

In thousands	Parent Company			Subsidiary Guarantors		Subsidiary Non-Guarantors			Eliminations			Consolidated
Revenues	$	41,574		$	17,666	$	6,422		$	(6,422	)	$	59,240
Cost of services		36,826			16,694		6,384			(6,422	)		53,482
Selling, general and administrative		2,855			558		1			—			3,414
Depreciation and amortization		236			29		—			—			265
Operating income		1,657			385		37			—			2,079
Interest income		(1	)		—		(1	)		—			(2	)
Equity in income of subsidiaries		411			26		—			(437	)		—
Income before income taxes		2,069			411		38			(437	)		2,081
Provision for income taxes		840			—		12			—			852
Net income	$	1,229		$	411	$	26		$	(437	)	$	1,229

F-40

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

IMMEDIATE PREDECESSOR COMPANY OPERATIONS

FOR THE PERIOD FROM MARCH 8, 2003 THROUGH MARCH 28, 2003

In thousands	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	26,695		$	(14,603	)	$	450		$	—	$	12,542
Cash flows from investing activities:
Net cash paid for business acquired		(360,931	)		—			—			—		(360,931	)
Purchases of property and equipment		14			(25	)		—			—		(11	)
Other assets		(19	)		—			—			—		(19	)
Net cash used for investing		(360,936	)		(25	)		—			—		(360,961	)
Cash flows from financing activities:
Net transfers from (to) parent company		334,517			14,692			(355	)		—		348,854
Net cash provided by (used in) financing activities		334,517			14,692			(355	)		—		348,854
Net increase in cash and cash equivalents		276			64			95			—		435
Cash and cash equivalents at beginning of period		2,652			562			892			—		4,106
Cash and cash equivalents at end of period	$	2,928		$	626		$	987		$	—	$	4,541

F-41

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

ORIGINAL PREDECESSOR COMPANY OPERATIONS

FOR THE PERIOD FROM MARCH 30, 2002 THROUGH MARCH 7, 2003

In thousands	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Revenues	$	570,566		$	288,546		$	104,898		$	(104,898	)	$	859,112
Cost of services		515,610			272,672			104,265			(104,898	)		787,649
Selling, general and administrative		31,184			9,120			12			—			40,316
Depreciation and amortization		96			252			3			—			351
Operating income		23,676			6,502			618			—			30,796
Interest income		(29	)		(11	)		(3	)		—			(43	)
Equity in income of subsidiaries		6,926			419			—			(7,345	)		—
Income before income taxes		30,631			6,932			621			(7,345	)		30,839
Provision for income taxes		11,765			6			202			—			11,973
Net income	$	18,866		$	6,926		$	419		$	(7,345	)	$	18,866

F-42

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

ORIGINAL PREDECESSOR COMPANY OPERATIONS

FOR THE PERIOD FROM MARCH 30, 2002 THROUGH MARCH 7, 2003

In thousands	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations		Consolidated
Net cash used in operating activities	$	(2,383	)	$	(2,875	)	$	(5,073	)	$	—	$	(10,331	)
Cash flows from investing activities:
Purchases of property and equipment		(951	)		(52	)		(8	)		—		(1,011	)
Other investing cash flows		91			—			—			—		91
Net cash used in investing activities		(860	)		(52	)		(8	)		—		(920	)
Cash flows from financing activities:
Net transfers from parent company		4,703			3,733			4,755			—		13,191
Net cash provided by financing activities		4,703			3,733			4,755			—		13,191
Net increase (decrease) in cash and cash equivalents		1,460			806			(326	)		—		1,940
Cash and cash equivalents at beginning of period		1,192			(244	)		1,218			—		2,166
Cash and cash equivalents at end of period	$	2,652		$	562		$	892		$	—	$	4,106

F-43

DYNCORP INTERNATIONAL LLC

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	Immediate Predecessor			Successor
In thousands	Three Months Ended July 2, 2004			Three Months Ended July 1, 2005
	(Unaudited)			(Unaudited)
Revenues	$	406,894		$	425,055
Costs of services		367,021			378,658
Selling, general and administrative		15,650			19,159
Depreciation and amortization		1,773			10,685
Operating income		22,450			16,553
Other expense (income):
Interest expense		—			13,837
Interest income		(25	)		—
Income before income taxes		22,475			2,716
Provision for income taxes		8,577			639
Net income	$	13,898		$	2,077

See notes to condensed consolidated financial statements.

F-44

DYNCORP INTERNATIONAL LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

In thousands	April 1, 2005		July 1, 2005
			(Unaudited)
Current assets:
Cash and cash equivalents	$	13,474	$	28,589
Receivables, net of allowance for doubtful accounts of $4,500 and $4,494 at April 1, 2005 and July 1, 2005		422,514		376,426
Deferred tax asset		—		547
Prepaid expenses and other current assets		26,248		25,643
Total current assets		462,236		431,205
Property and equipment at cost, less accumulated depreciation of $227 and $708 at April 1, 2005 and July 1, 2005		10,657		10,612
Other assets:
Goodwill		344,545		344,545
Tradename		18,318		18,318
Customer related intangibles, net of accumulated amortization of $5,094 and $14,690 at April 1, 2005 and July 1, 2005		285,287		275,691
Other intangibles, net of accumulated amortization of $383 and $1,192 at April 1, 2005 and July 1, 2005		7,083		6,992
Deferred financing costs—net of accumulated amortization of $383 and $1,097 at April 1, 2005 and July 1, 2005		19,438		18,724
Other assets		629		727
Total other assets		675,300		664,997
	$	1,148,193	$	1,106,814

See notes to condensed consolidated financial statements.

F-45

DYNCORP INTERNATIONAL LLC

CONDENSED CONSOLIDATED BALANCE SHEETS—(Continued)

LIABILITIES AND MEMBER’S EQUITY

In thousands	April 1, 2005			July 1, 2005
				(Unaudited)
Current liabilities:
Current portion of long-term debt	$	37,588		$	2,588
Accounts payable		135,677			112,123
Accrued payroll and employee costs		56,187			64,788
Accrued expenses—related party		8,866			9,499
Other accrued expenses		23,491			29,633
Income taxes		60			615
Total current liabilities		261,869			219,246
Long-term debt—less current portion		662,412			661,550
Deferred income taxes		—			301
Other long-term liabilities		4			—
Commitments and contingencies
Member’s equity:
Member’s units, 100 outstanding		224,808			224,808
Accumulated (deficit) surplus		(922	)		1,155
Accumulated other comprehensive income (loss)		22			(246	)
Total		223,908			225,717
	$	1,148,193		$	1,106,814

See notes to condensed consolidated financial statements.

F-46

DYNCORP INTERNATIONAL LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Immediate Predecessor			Successor
In thousands	Three Months Ended July 2, 2004			Three Months Ended July 1, 2005
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income	$	13,898		$	2,077
Depreciation and amortization		1,992			10,894
Deferred financing cost amortization		—			714
Income from equity joint ventures		(154	)		(20	)
Provision for losses on accounts receivable		1,273			—
Deferred taxes		—			(109	)
Changes in assets and liabilities:
Accounts receivable		(6,043	)		46,088
Prepaid expenses and other current assets		(6,463	)		356
Accounts payable and accruals		234			(8,182	)
Income taxes payable		836			555
Net cash provided by operating activities		5,573			52,373
Cash flows from investing activities:
Purchases of property and equipment		(2,626	)		(446	)
Other assets		(2	)		(466	)
Net cash used in investing activities		(2,628	)		(912	)
Cash flows from financing activities:
Net transfers to parent company		(6,948	)		—
Payments on credit facility		—			(35,000	)
Payments on acquisition debt		—			(863	)
Purchase of interest rate cap		—			(483	)
Net cash used in financing activities		(6,948	)		(36,346	)
Net (decrease) increase in cash and cash equivalents		(4,003	)		15,115
Cash and cash equivalents at beginning of period		6,510			13,474
Cash and cash equivalents at end of period	$	2,507		$	28,589

See notes to condensed consolidated financial statements.

F-47

DYNCORP INTERNATIONAL LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In Thousands)

Note 1—Description of Organization

DynCorp International LLC (the “Company”) was a wholly owned subsidiary of DynCorp, which was acquired by Computer Sciences Corporation (“CSC”) on March 7, 2003. On February 11, 2005, CSC and DynCorp sold the Company to a newly formed entity (the “Successor Parent”) affiliated with The Veritas Capital Fund II, L.P. (“Veritas”). The formation of the reorganized DynCorp International LLC is the result of transfers of net assets and other wholly owned legal entities by entities under common control.

The two acquisitions were accounted for under the purchase method, and accordingly, the purchase prices were allocated to the net assets acquired based on estimates of the fair values at the dates of the acquisitions and, for the second acquisition, is subject to future adjustments. (See Note 3 for further discussion.) Therefore, the periods presented in the accompanying financial statements reflect a new basis of accounting beginning March 8, 2003 and February 12, 2005. The financial statements from March 8, 2003 to February 11, 2005 are referred to as the “immediate predecessor period” statements and the statements from February 12, 2005 forward are referred to as the “successor period” statements.

Note 2—Basis of Presentation and Principles of Consolidation

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and its domestic and foreign subsidiaries. These condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that all disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the related notes thereto included herein for the fiscal year ended April 1, 2005.

In the opinion of management, all adjustments necessary to fairly present the Company’s financial position at July 1, 2005, and April 1, 2005 and results of operations and cash flows for the three months ended July 1, 2005 and July 2, 2004 have been included. The results of operations for the three months ended July 1, 2005 are not necessarily indicative of the results to be expected for the full fiscal year or for any future periods.

The Company uses estimates and assumptions required for preparation of the financial statements. The estimates are primarily based on historical experience and business knowledge and are revised as circumstances change. However, actual results could differ from the estimates.

Principles of Consolidation

All intercompany transactions and balances have been eliminated in consolidation. All wholly owned subsidiaries have been included in the financial statements. The Company has no active majority-owned subsidiaries. Investments in which the Company owns a 20% to 50% ownership interest are accounted for by the equity method. These investments are in business entities in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies. The Company has no investments in business entities of less than 20%.

F-48

DYNCORP INTERNATIONAL LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands)

The following table sets forth the Company’s ownership in joint ventures and companies that are not consolidated into the Company’s financial statements as of July 1, 2005, and are accounted for by the equity method. For all of the entities listed below, the Company has the right to elect half of the board of directors or other management body. Economic rights are indicated by the ownership percentages listed below.

Dyn Al-Rushaid Services LLC	50.0	%
DynCorp-Hiberna Ltd.	50.0	%
DynPuertoRico Corporation	49.9	%

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board revised SFAS No. 123 (SFAS 123), “Accounting for Stock Based Compensation.” The revised SFAS 123 (SFAS 123(R)), “Share-Based Payment,” supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS 123(R) requires companies to measure and recognize compensation expense for all stock-based payments at fair value. The effective date of SFAS 123(R) for nonpublic entities is as of the beginning of the first annual reporting period that begins after December 15, 2005. The effective date for a nonpublic entity that becomes a public entity after June 15, 2005 and does not file as a small business issuer is the first annual reporting period beginning after the entity becomes a public entity. The Company is still evaluating the effects this pronouncement will have on its consolidated financial position and results of operation, and has not yet determined its timing or method of adoption.

Reclassifications

Certain amounts from previous periods have been reclassified in the accompanying consolidated financial statements to conform to the fiscal 2006 presentation. These reclassifications did not affect net income.

Note 3—Acquisitions

February 11, 2005 Transaction

On February 11, 2005, the Successor Parent completed the acquisition of all of the outstanding equity securities of the Company for a purchase price of $865,288, including $775,000 of cash, preferred stock of the Successor Parent valued at $75,000, and transaction expenses. The cash payment and transaction expenses were financed through the issuance of the 9.5% Senior Subordinated Notes, borrowings under the Credit Facility, and the Successor Parent’s investment of $150,000.

Purchase price allocations are subject to refinement until all pertinent information is obtained. The purchase price is subject to an adjustment to the extent that the net working capital of the Company differs from an agreed-upon level. As required under the Purchase Agreement, CSC delivered to the Company a draft calculation of the net working capital on April 6, 2005. The Company delivered to CSC a notice objecting to the draft calculation on May 5, 2005. The Company and CSC are conducting discussions to resolve the Company’s objections to CSC’s draft calculation. Any adjustment to the purchase price would result in an increase or decrease to the shares of preferred stock of the Successor Parent issued to DynCorp, and would be recorded as an adjustment to goodwill. Current estimates of the working capital adjustment is $60,000 to $70,000.

The acquisition was accounted for under the purchase method, and accordingly, the preliminary purchase price of the acquisition was allocated to the net assets acquired based on preliminary estimates of the fair values at the date of the acquisition and are subject to future adjustments. The Company has engaged a third party to

F-49

DYNCORP INTERNATIONAL LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands)

provide an independent appraisal of the fair values of certain intangible assets. The Company has received preliminary estimates for the intangible assets, and the amounts will be finalized with the anticipated completion of the third-party review during the second quarter of fiscal year 2006.

A preliminary summary of the assets acquired and liabilities assumed in the acquisition is as follows:

	Estimated Fair Values
Accounts receivable	$	364,170
Prepaid expenses and other current assets		36,008
Intangible assets		312,068
Property and equipment		10,640
Other assets		8,639
Accounts payable and accrued expenses		(210,778	)
Other long-term liabilities		(4	)
Goodwill		344,545
Purchase price		865,288
Less cash received		8,036
Purchase price, net of cash received	$	857,252

The preliminary estimate of intangible assets includes customer relationships and internally developed technologies of $290,381 and $3,369, respectively. The customer relationships were valued a contract level and are amortized ratably over the estimated life used in determining contract specific value. When measuring across all contracts, customer relationships have a weighted-average estimated useful life of approximately 8.5 years. The internally developed technologies have an estimated useful life of 2 years and are amortized ratably over the useful life.

The preliminary estimate of recognized goodwill of $344,545 is assigned to the reportable segments as follows: Field Technical Services—$82,214 and International Technical Services—$262,331. The goodwill is not amortized for financial reporting purposes but is deductible for tax purposes.

The Company’s member’s equity at February 12, 2005 reflects DynCorp International Inc.’s investment of $225,000, less related expenses of $192. In connection with the acquisition, Veritas was paid a $12,100 transaction fee and reimbursed for $880 of expenses. The Company also paid $3,875 of employee retention bonuses which were expensed over the six-month period beginning February 12, 2005.

F-50

DYNCORP INTERNATIONAL LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands)

Note 4—Stock-Based Compensation

CSC issued stock options to employees, including DynCorp International employees, prior to February 11, 2005. DynCorp International accounts for stock-based employee compensation under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. In accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure,” the following pro forma net income information for the immediate predecessor period is presented as if DynCorp International accounted for stock-based employee compensation using the fair value based method. Under the fair value method, the estimated fair value of stock incentive awards is charged against income on a straight-line basis over the vesting period.

	Immediate Predecessor
	Three Months Ended July 2, 2004
Net income, as reported	$	13,898
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(15	)
Pro forma net income	$	13,883

Immediately prior to the acquisition of DynCorp by CSC on March 7, 2003, all outstanding and exercisable DynCorp stock options, whether or not vested, were cancelled and the holders became entitled to receive a cash payment equal to the excess, if any, of the merger consideration over the exercise price of the DynCorp stock option. Each outstanding share of DynCorp stock was converted into $15.00 cash and 1.394 shares of CSC stock. On February 12, 2005, all unvested CSC stock options were cancelled as a result of the sale.

The Company intends to join an equity participation plan established by an affiliate, DIV Holding LLC, in fiscal year 2006.

Note 5—Transactions between Parents and the Company

During the three month period ended July 2, 2004, the Company’s predecessor parents allocated $954 of expenses to the Company incurred for providing executive oversight and corporate headquarter functions, consolidation accounting, treasury, tax, legal, public affairs, human resources, information technology and other services. These allocations have been determined on bases that are consistent with allocations to the parents’ other operations, and the Company considers the allocations to be reasonable reflections of the utilization of services provided or the benefit received by the Company. CSC will continue to perform certain of these functions under a transition services agreement, described below, until the Company assumes full responsibility for them as a separate company. Until then, the Company’s costs for these functions will include both charges from CSC under the Transition Services Agreement and the Company’s own costs to initiate and perform these functions.

Transition Services Agreement

The Company and CSC entered into a Transition Services Agreement (“Agreement”) at the closing of the sale of the Company on February 11, 2005. The Agreement sets forth the terms and conditions under which the Company and CSC provide certain services to each other.

F-51

DYNCORP INTERNATIONAL LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands)

The Agreement commenced on the closing of the sale, and each party is obligated to provide specified services for terms ranging from six months to ten years following the closing, unless terminated earlier.

Fees are generally payable on an hourly basis for services performed by individuals or on a fixed monthly charge for the use of systems and related support.

Under the Agreement, the Company is obligated to provide, upon CSC’s request, consultative services relating to legacy employee benefit plans and related matters, and is required to continue to host electronic mail services for specified units of DynCorp that remain as subsidiaries of CSC.

Under the Agreement, CSC agreed to provide the Company with the following significant services:

• infrastructure and application support for the Company’s financial and enterprise resource planning systems.

• payroll tax processing services for a significant portion of the employees of the Company thru May 2005.

• upon request of the Company, consultative services in the areas of accounting, government contract compliance, treasury services, and risk management.

Client Service Agreements—CSC and the Company have agreed to continuation and transition terms for certain areas where the two entities support each other’s clients.

Intellectual Property Agreements—CSC has entered into various Intellectual Property Agreements (“IP Agreements) with the Company for certain CSC-owned intellectual property, such as trademark and software license agreements. There is no fee for the granting of the identified licenses to the Company. The IP Agreements were recorded at fair value on February 11, 2005 (see Note 3). The IP Agreements generally provide the Company with an exclusive, perpetual, irrevocable (but terminable) worldwide, royalty-free, fully paid up license to use the intellectual properties. The term of the IP Agreements commenced on the date of the sale of the Company to the Successor Parent and continues as long as the licensee continues to use any of the intellectual property, unless sooner terminated. The IP Agreements may be terminated if an acquisition of the Company takes place, the Company submits in writing to CSC a request to terminate the contract, and CSC may terminate if the Company commits a material breach of these IP Agreements, as described in the IP Agreements.

Transactions under the above agreements were as follows for the three months ended July 1, 2005:

Service Provider
CSC	$	644
Company	$	2

Management Fee

Veritas requires minimum annual management fees of $300. The Company recorded $75 of these fees during the three months ended July 1, 2005.

F-52

DYNCORP INTERNATIONAL LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands)

Note 6—Other Intangible Assets

A summary of amortizable intangible assets as of April 1, 2005 and July 1, 2005 is as follows:

	April 1, 2005					July 1, 2005
	Gross Carrying Value		Accumulated Amortization			Gross Carrying Value		Accumulated Amortization
Customer-related intangible asset	$	290,381	($	5,094	)	$	290,381	($	14,690	)
Other		7,466		(383	)		8,184		(1,192	)
Deferred financing cost		19,821		(383	)		19,821		(1,097	)
	$	317,668	($	5,860	)	$	318,386	($	16,979	)

Amortization expense related to intangibles was $11,119 for the three months ended July 1, 2005. Estimated amortization related to intangible assets at July 1, 2005 for fiscal 2006 through 2010, is as follows: $42,905, $42,679, $40,729, $37,560 and $37,488, respectively.

Note 7—Receivables

Receivables consist of the following:

	Period Ending
	April 1, 2005		July 1, 2005
Billed	$	169,229	$	131,779
Unbilled		243,362		237,575
Unbilled—related party		6,409		3,485
Other receivables		3,514		3,587
	$	422,514	$	376,426

Unbilled receivables at April 1, 2005 and July 1, 2005 include $54,484 and $27,683, respectively, related to costs incurred on projects for which the Company has been requested by the customer to begin work under a new contract or extend work under an existing contract, and for which formal contracts or contract modifications have not been executed at the end of the year. The Company records revenue, to the extent of costs, for these anticipated contract modifications. The balance of unbilled receivables consists of costs and fees billable on contract completion or other specified events, the majority of which is expected to be billed and collected within one year. Contract retentions are billed when the Company has negotiated final indirect rates with the U.S. Government and, once billed, are subject to audit and approval by outside third parties. Consequently, the timing of collection of retention balances is outside the Company’s control. Based on the Company’s historical experience, the majority of the retention balance is expected to be collected beyond one year.

Note 8—Cash Flows

Cash payments for interest on indebtedness were $6,562 and $0 for the three months ended July 1, 2005 and July 2, 2004, respectively. Net cash payments for taxes on income were $142 and $0 for the three months ended July 1, 2005 and July 2, 2004, respectively.

Note 9—Derivatives and Other Comprehensive Income (Loss)

Derivative financial instruments are recognized as either assets or liabilities in the balance sheet and carried at fair value. Gains or losses on derivatives designated as cash flow hedges are initially reported as a component of other comprehensive income and later classified into earnings in the period in which the hedged item also affects earnings.

F-53

DYNCORP INTERNATIONAL LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands)

The Company has entered into an interest rate cap for a notional amount of $172,500 to limit, through May 4, 2008, its interest rate risk on $172,500 of variable rate debt. The Company entered into the interest rate cap effective May 4, 2005 and paid a premium of $483. The interest rate cap has been designated by the Company as a cash flow hedge. As of July 1, 2005 the fair value of the interest rate cap was $109 which was recorded in the accompanying condensed consolidated balance sheet in other assets with the reduction in fair value, net of tax, recorded in equity as other comprehensive loss. The interest rate cap has the effect of placing a ceiling on the interest expense the Company could incur on $172,500 of variable debt indexed to the London Interbank Offering Rate (“LIBOR”) at 6.5% plus the applicable floating spread (2.75% at July 1, 2005) as defined by the Credit Facility.

	Immediate Predecessor			Successor
	Three Months Ended July 2, 2004			Three Months Ended July 1, 2005
Net income	$	13,898		$	2,077
Interest rate cap adjustment		—			(237	)
Foreign currency translation adjustment		(9	)		(31	)
Comprehensive income	$	13,889		$	1,809

Accumulated other comprehensive income presented on the accompanying consolidated balance sheets consists of accumulated foreign currency translation adjustments and accumulated fair value adjustments related to the Company’s interest rate cap.

Note 10—Contingencies

Contingencies

The primary financial instruments which potentially subject the Company to concentrations of credit risk are accounts receivable. Departments and agencies of the U.S. Federal government account for all but minor portions of the Company’s customer base, minimizing credit risk. Furthermore, the Company continuously reviews all accounts receivable and records provisions for doubtful accounts as needed.

Litigation

The Company and its subsidiaries and affiliates are involved in various claims and lawsuits, including contract disputes and claims based on allegations of negligence and other tortious conduct. In most cases, the Company has denied or believes it has a basis to deny liability, and in some cases have offsetting claims against the plaintiffs, third parties or insurance carriers. The Company has recorded such damages and penalties that are considered to be probable recoveries against the Company or its subsidiaries.

On September 11, 2001, a class action lawsuit seeking $100,000 on behalf of approximately 10,000 citizens of Ecuador was filed against the Company. The lawsuit alleges personal injury, property damage and wrongful death as a consequence of the spraying of narcotic crops along the Colombian border adjacent to Ecuador. The terms of the contract with the client, the U.S. Department of State, provide that the Department of State will indemnify the Company against all third party claims and liabilities arising out of the contract that are not otherwise covered by insurance, subject to certain specified funding ceilings. We are also entitled to indemnification by CSC in connection with this lawsuit, subject to certain limitations. In addition, the Company expects to be protected by the government contractor immunity defense.

F-54

DYNCORP INTERNATIONAL LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands)

Additionally, in an Iraqi court of first instance, three actions against the Company were brought by Al-Katin, an Iraqi company, for approximately $50 million in rental fees and other payments allegedly owed by the Company in connection with its lease of three hotels in Baghdad. It is not known when these cases were filed or served against the Company; however, documents recently reviewed indicate that the court papers were translated from Arabic into English during the first week of February 2005. The Company has no relationship with Al-Katin and is not in privity of contract with it. An adverse ruling in this case that results in monetary judgment could have a material adverse effect on our results of operations and may affect the Company’s ability to service its debt obligations.

It is the opinion of Company management that ultimate liability, if any, with respect to these and any other disputes will not be material to the Company’s consolidated financial statements.

Note 11—Long-Term Debt

Long-term debt consists of the following:

	April 1, 2005		July 1, 2005
Credit Facility:
Revolving credit line	$	35,000	$	—
Term loans		345,000		344,138
Senior subordinated notes		320,000		320,000
		700,000		664,138
Less current portion of long-term debt		37,588		2,588
	$	662,412	$	661,550

F-55

DYNCORP INTERNATIONAL LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands)

Note 12—Composition of Certain Financial Statement Captions

	April 1, 2005		July 1, 2005
Prepaid expenses and other current assets:
Prepaid expenses	$	13,074	$	11,077
Inventories		3,596		3,578
Work in process		9,320		10,988
Note receivable		258		—
	$	26,248	$	25,643
Property and equipment at cost:
Computers and other equipment	$	6,239	$	6,657
Buildings and improvements		428		428
Leasehold improvements		1,263		1,263
Office furniture and fixtures		2,954		2,972
		10,884		11,320
Less accumulated depreciation and amortization		227		708
	$	10,657	$	10,612
Other assets:
Investments in affiliates	$	629	$	618
Other		—		109
	$	629	$	727
Other accrued liabilities:
Insurance	$	11,902	$	14,904
Interest		7,349		11,695
Billings in excess of revenues on uncompleted contracts		3,044		1,837
Accrued contract losses		602		705
Other		594		492
	$	23,491	$	29,633
Accrued payroll and employee benefits:
Salaries, bonuses and amounts withheld from employees’ compensation	$	37,615	$	46,767
Accrued vacation		16,883		16,472
Accrued contributions to employee benefit plans		1,689		1,549
	$	56,187	$	64,788

Note 13—Segment and Geographic Information

The Company’s business primarily involves providing worldwide maintenance support to U.S. military aircraft and various defense technical services. The Company is organized into two major business areas, Field Technical Services (“FTS”) and International Technical Services (“ITS”). FTS primarily offers aviation services, including maintenance and modifications, training, aftermarket logistics support, avionics upgrades, field installations, and aircraft operations and training. ITS primarily offers base maintenance/operations and personal and physical security services. The Company provides services domestically and in foreign countries under contracts with the U.S. Government and some foreign customers. The risks associated with the Company’s

F-56

DYNCORP INTERNATIONAL LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands)

foreign operations relating to foreign currency fluctuation and political and economic conditions in foreign countries have not had a significant negative impact to the Company. The Company operates principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations, Cost Accounting Standards and audits by various U.S. federal agencies.

The DynCorp International Home Office component represents assets not included in a reporting segment and is primarily comprised of cash and cash equivalents, deferred tax assets and liabilities, internally developed software, fixed assets, unallocated general corporate costs, and depreciation and amortization related to the long-lived assets.

The reporting segments follow the same accounting policies outlined in Note 1—Summary of Significant Accounting Policies included in the notes to the Company’s audited consolidated financial statements for the fiscal year ended April 1, 2005. All inter-segment transactions and balances have been eliminated from the reporting segments’ presented results.

DynCorp International LLC (the “Company”) was a wholly owned subsidiary of DynCorp, which was acquired by Computer Sciences Corporation (“CSC”) on March 7, 2003. On February 11, 2005 CSC and DynCorp sold the Company to a newly formed entity (the “Successor Parent”) affiliated with The Veritas Capital Fund II, L.P. (“Veritas”). The two acquisitions were accounted for under the purchase method, and accordingly, the purchase prices were allocated to the net assets acquired based on estimates of the fair values at the date of the acquisitions and, for the second acquisition, is subject to future adjustments. Therefore, the reporting segment information reflects a new basis of accounting beginning March 8, 2003 and February 12, 2005. The information presented for the periods from March 8, 2003 to February 11, 2005 are referred to as the “immediate predecessor period” and the information presented for the periods from February 12, 2005 forward are referred to as the “successor period”.

The table below presents financial information for the respective periods, for the two reportable segments and for financial items that cannot be allocated to either operating segment:

	Field Technical Services		International Technical Services		DynCorp International Home Office			Total
Immediate Predecessor
Three Months Ended July 2, 2004
Revenues	$	172,942	$	233,954	$	(2	)	$	406,894
Earnings before interest and taxes		11,576		10,768		131			22,475
Depreciation and amortization		536		1,443		13			1,992
Assets		216,217		367,012		4,606		$	587,835
Successor
Three Months Ended July 1, 2005
Revenues	$	169,452	$	255,603	$	—		$	425,055
Earnings before interest and taxes		7,678		10,181		(1,306	)		16,553
Depreciation and amortization		2,922		7,563		409			10,894
Assets		305,856		776,580		24,378			1,106,814

F-57

DYNCORP INTERNATIONAL LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands)

A reconciliation of earnings before interest and taxes to net income is as follows:

	Immediate Predecessor			Successor
	Three Month Period Ended July 2, 2004			Three Month Period Ended July 1, 2005
Earnings before interest and taxes	$	22,475		$	16,553
Interest income		—			—
Interest expense		—			(13,837	)
Income Taxes		(8,577	)		(639	)
Net Income	$	13,898		$	2,077

The Company’s management believes that earnings before interest and taxes provides useful information in order to assess the Company’s performance and results of operations. The measure is utilized to determine executive compensation along with other measures.

Note 14—Consolidating Financial Statements of Subsidiary Guarantors

As of July 1, 2005, the Company had outstanding $320 million aggregate principal amount of 9.5% senior subordinated notes due 2013. These senior subordinated notes are fully and unconditionally guaranteed, jointly and severally, on a senior subordinated unsecured basis by the following subsidiaries of DynCorp International LLC:

DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, Dyn Marine Services LLC, DynCorp International of Nigeria LLC, Dyn Marine Services of Virginia LLC, Services International LLC, and Worldwide Humanitarian Services LLC

The following supplemental consolidating financial statements present:

1. Consolidating balance sheets as of April 1, 2005 and July 1, 2005, consolidating statements of operations and cash flows for the three month periods ended July 2, 2004 (Immediate Predecessor) and July 1, 2005 (Successor).

2. DynCorp International LLC (the “Parent” and “Co-Issuer”), the combined Subsidiary Guarantors and the combined Subsidiary Non-Guarantors account for their investments in subsidiaries using the equity method of accounting; therefore, the Parent column reflects the equity income (loss) of its Subsidiary Guarantors and Subsidiary Non-Guarantors, which are also separately reflected in the stand-alone Subsidiary Guarantors and Subsidiary Non-Guarantors column. Additionally, the Subsidiary Guarantors column reflects the equity income (loss) of its Subsidiary Non-Guarantors, which are also separately reflected in the stand-alone Subsidiary Non-Guarantors column.

3. Elimination entries necessary to consolidate the Parent and all of its Subsidiaries.

F-58

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

SUCCESSOR COMPANY

APRIL 1, 2005

	Parent Company			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	10,531		$	1,423		$	1,520		$	—		$	13,474
Receivables, net		382,575			39,102			837			—			422,514
Prepaid expenses and other current assets		23,335			1,104			1,809			—			26,248
Total current assets		416,441			41,629			4,166			—			462,236
Property and equipment, net		6,951			3,210			496			—			10,657
Other assets:
Goodwill		326,973			17,572			—			—			344,545
Tradename		18,318			—			—			—			18,318
Customer related intangibles, net		270,737			14,550			—			—			285,287
Other intangibles, net		6,722			361			—			—			7,083
Investment in subsidiaries		(495	)		4			—			491			—
Deferred financing costs, net		19,438			—			—			—			19,438
Other assets		629			—			—			—			629
Intercompany receivables		50,343			1			8,467			(58,811	)		—
Total other assets		692,665			32,488			8,467			(58,320	)		675,300
Total assets	$	1,116,057		$	77,327		$	13,129		$	(58,320	)	$	1,148,193
LIABILITIES AND MEMBER’S EQUITY
Current liabilities:
Current portion of long-term debt	$	37,588		$	—		$	—		$	—		$	37,588
Accounts payable		135,238			439			—			—			135,677
Accrued payroll and employee costs		27,005			16,266			12,916			—			56,187
Other accrued expenses		30,010			2,094			253			—			32,357
Income taxes		(108	)		168			—			—			60
Total current liabilities		229,733			18,967			13,169			—			261,869
Long-term debt—less current portion		662,412			—			—			—			662,412
Other long-term liabilities		4			—			—			—			4
Intercompany payables		—			58,810			—			(58,810	)		—
Member’s equity		223,908			(450	)		(40	)		490			223,908
Total liabilities and member’s equity	$	1,116,057		$	77,327		$	13,129		$	(58,320	)	$	1,148,193

F-59

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

SUCCESSOR COMPANY OPERATIONS

JULY 1, 2005

(Unaudited)

	Parent Company			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	24,560		$	2,216		$	1,813		$	—		$	28,589
Receivables, net		340,411			36,164			(149	)		—			376,426
Deferred tax asset		547			—			—			—			547
Prepaid expenses and other current assets		24,145			(424	)		1,922			—			25,643
Total current assets		389,663			37,956			3,586			—			431,205
Property and equipment, net		6,973			3,108			531			—			10,612
Other assets:
Goodwill		326,973			17,572			—			—			344,545
Tradename		18,318			—			—			—			18,318
Customer related intangibles, net		261,652			14,039			—			—			275,691
Other intangibles, net		6,621			371			—			—			6,992
Investment in subsidiaries		159,827			31,434			—			(191,261	)		—
Deferred financing costs, net		18,724			—			—			—			18,724
Other assets		(1,517	)		2,244			—			—			727
Intercompany receivables		—			76,655			43,787			(120,442	)		—
Total other assets		790,598			142,315			43,787			(311,703	)		664,997
Total assets	$	1,187,234		$	183,379		$	47,904		$	(311,703	)	$	1,106,814
LIABILITIES AND MEMBER’S EQUITY
Current liabilities:
Current portion of long-term debt	$	2,588		$	—		$	—		$	—		$	2,588
Accounts payable		112,199			(76	)		—			—			112,123
Accrued payroll and employee costs		27,832			20,873			16,083			—			64,788
Other accrued expenses		37,747			1,135			250			—			39,132
Income taxes		(1,142	)		1,756			1			—			615
Total current liabilities		179,224			23,688			16,334			—			219,246
Long-term debt—less current portion		661,550			—			—			—			661,550
Deferred income taxes		301			—			—			—			301
Other long-term liabilities		—			—			—			—			—
Intercompany payables		120,442			—			—			(120,442	)		—
Member’s equity		225,717			159,691			31,570			(191,261	)		225,717
Total liabilities and member’s equity	$	1,187,234		$	183,379		$	47,904		$	(311,703	)	$	1,106,814

F-60

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

IMMEDIATE PREDECESSOR COMPANY OPERATIONS

FOR THE THREE MONTHS ENDED JULY 2, 2004

(Unaudited)

	Parent Company		Guarantor subsidiaries	Non-guarantor subsidiaries		Eliminations		Consolidated
Revenues	345,429		61,465	42,083		(42,083	)	406,894
Cost of services	312,309		54,825	41,970		(42,083	)	367,021
Selling, general and administrative	11,460		4,190	—		—		15,650
Depreciation and amortization	1,639		124	10		—		1,773
Operating income	20,021		2,326	103		—		22,450
Interest income	(25	)				—		(25	)
Equity in income of subsidiaries	2,129		126	—		(2,255	)	—
Income before income taxes	22,175		2,452	103		(2,255	)	22,475
Provision (benefit) for income taxes	8,277		313	(13	)	—		8,577
Net income	13,898		2,139	116		(2,255	)	13,898

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

SUCCESSOR COMPANY OPERATIONS

FOR THE THREE MONTHS ENDED JULY 1, 2005

(Unaudited)

	Parent Company	Guarantor subsidiaries	Non-guarantor subsidiaries	Eliminations		Consolidated
Revenues	373,427	51,628	48,157	(48,157	)	425,055
Cost of services	329,698	49,084	48,033	(48,157	)	378,658
Selling, general and administrative	17,988	1,170	1	—		19,159
Depreciation and amortization	10,560	102	23	—		10,685
Operating income	15,181	1,272	100	—		16,553
Equity in income of subsidiaries	1,360	88	—	(1,448	)	—
Interest expense	13,837	—	—	—		13,837
Income before income taxes	2,704	1,360	100	(1,448	)	2,716
Provision for income taxes	627	—	12	—		639
Net income	2,077	1,360	88	(1,448	)	2,077

F-61

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW INFORMATION

IMMEDIATE PREDECESSOR COMPANY OPERATIONS

FOR THE THREE MONTHS ENDED JULY 2, 2004

(Unaudited)

	Parent			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(8,341	)	$	6,396		$	7,518		$	—	$	5,573
Cash flows from investing activities:
Purchase of property and equipment		(2,519	)		(72	)		(35	)		—		(2,626	)
Other assets		(2	)		—			—			—		(2	)
Net cash used for investing		(2,521	)		(72	)		(35	)		—		(2,628	)
Cash flows from financing activities:
Net transfers from (to) parent company		5,753			(6,290	)		(6,411	)		—		(6,948	)
Net cash provided by (used in) financing activities		5,753			(6,290	)		(6,411	)		—		(6,948	)
Net increase in cash and cash equivalents		(5,109	)		34			1,072			—		(4,003	)
Cash and cash equivalents at beginning of period		3,397			1,255			1,858			—		6,510
Cash and cash equivalents at end of period	$	(1,712	)	$	1,289		$	2,930		$	—	$	2,507

DYNCORP INTERNATIONAL LLC AND SUBSIDIARIES

GUARANTOR SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW INFORMATION

SUCCESSOR COMPANY OPERATIONS FOR THE THREE MONTHS ENDED JULY 1, 2005

(Unaudited)

	Parent			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	70,748		$	(22,525	)	$	4,149		$	—	$	52,373
Cash flows from investing activities:
Purchase of property and equipment		(387	)		—			(59	)		—		(446	)
Other assets		(466	)		—			—			—		(466	)
Net cash used for investing		(853	)		—			(59	)		—		(912	)
Cash flows from financing activities:
Net transfers from (to) parent company		(19,520	)		23,318			(3,798	)		—		—
Payments on debt		(35,863	)		—			—			—		(35,863	)
Purchase of interest rate cap		(483	)		—			—			—		(483	)
Net cash provided by (used in) financing activities		(55,866	)		23,318			(3,798	)		—		(36,346	)
Net increase in cash and cash equivalents		14,029			793			293			—		15,115
Cash and cash equivalents at beginning of period		10,531			1,423			1,520			—		13,474
Cash and cash equivalents at end of period	$	24,560		$	2,216		$	1,813		$	—	$	28,589

F-62

PROSPECTUS DATED                         , 2005

$320,000,000

DynCorp International LLC

DIV Capital Corporation

Offer to Exchange

9.500% Senior Subordinated Notes due 2011, Series B

for any and all outstanding

9.500% Senior Subordinated Notes due 2011, Series A

PROSPECTUS

The issuers have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or the issuers’ solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein or the affairs of our company have not changed since the date hereof.

Until                     , 2005 (90 days from the date of this prospectus), all dealers effecting transactions in the Securities, whether or not participating in this exchange offer, may be required to deliver a prospectus.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Indemnification Under the Delaware Limited Liability Company Act

DynCorp International LLC, a co-issuer of the New Notes, and DynCorp Aerospace Operations LLC, DynCorp International of Nigeria LLC, Services International LLC and Worldwide Humanitarian Services LLC, each a guarantor of the New Notes, are limited liability companies organized under the laws of the State of Delaware. Section 18-108 of the Delaware Limited Liability Company Act, or the Delaware Act, provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement.

Indemnification Under the Operating Agreements of DynCorp International LLC and Certain Guarantors

The operating agreement of DynCorp International LLC provides that to the fullest extent permitted by applicable law, a covered person (defined as any member of the Board, a Member, any affiliate of a member of the Board or a member, any officer, director, shareholder, partner, member, employee, representative or agent of a member of the Board or a Member, or their respective affiliates, or any employee of DynCorp International LLC or its affiliates) will be entitled to indemnification from the company, as defined in the agreement, as applicable for any loss, damage or claim incurred by the covered person by reason of any act or omission performed or omitted by the covered person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of authority conferred on the covered person by the operating agreement; provided, however, that any indemnity will be provided out of and to the extent of company assets only, and no covered person will have any personal liability on account thereof.

The operating agreements of DynCorp Aerospace Operations LLC, DynCorp International of Nigeria LLC, Services International LLC and Worldwide Humanitarian Services LLC each provide that to the fullest extent permitted by applicable law, a covered person (defined as a manager, member, any affiliate of the manager or a member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee of those companies or their affiliates) will be entitled to indemnification from the company, as defined in the agreement, as applicable for any loss, damage or claim incurred by the covered person by reason of any act or omission performed or omitted by the covered person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of authority conferred on the covered person by the operating agreement; provided, however, that any indemnity will be provided out of and to the extent of company assets only, and no covered person will have any personal liability on account thereof.

Indemnification Under the Delaware General Corporation Law

DIV Capital Corporation, a co-issuer of the New Notes, is a corporation incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law, or the DGCL, authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. In addition, the Delaware General Corporation Law does not permit

II-1

indemnification in any threatened, pending or completed action or suit by or in the right of the corporation in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses, which such court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended. The Delaware General Corporation Law also allows a corporation to provide for the elimination or limit of the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director

(1) for any breach of the director’s duty of loyalty to the corporation or its stockholders,

(2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

(3) for unlawful payments of dividends or unlawful stock purchases or redemptions, or

(4) for any transaction from which the director derived an improper personal benefit.

These provisions will not limit the liability of directors or officers under the federal securities laws of the United States.

Indemnification Under the By-Laws of DIV Capital Corporation

The by-laws of DIV Capital Corporation provide that, to the fullest extent permitted by applicable law, the Company shall indemnify, and advance Expenses (as hereinafter defined) to, each and every person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such person is or was serving at the request of the Company and who, because of any such position or status, is directly or indirectly involved in any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”). “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

Indemnification under the Virginia Limited Liability Company Act

DynCorp International Services LLC and Dyn Marine Services of Virginia LLC are limited liability companies organized under the Limited Liability Company Act of the Commonwealth of Virginia (the “Virginia L.L.C. Law”). Section 13.1-1009 of the Virginia L.L.C. Law empowers a Virginia limited liability company to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, member, employee or agent of such company, or is or was serving at the request of such company as a director, officer, member, employee or agent of another company, corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the company’s best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was unlawful. A Virginia limited liability company may indemnify officers and directors against expenses (including

II-2

attorneys’ fees) in an action by or in the right of the company under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the company. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the company must indemnify him against the expenses which such officer or director actually and reasonably incurred.

Indemnification Under the Operating Agreements of DynCorp International Services LLC and Dyn Marine Services of Virginia LLC

The Operating Agreements of DynCorp International Services LLC and Dyn Marine Services of Virginia LLC provide that to the fullest extent permitted by applicable law, a covered person (defined as a manager, member, any affiliate of the manager or a member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee of DynCorp International Services LLC or Dyn Marine Services LLC or their affiliates) will be entitled to indemnification from the company, as defined in the agreement, as applicable for any loss, damage or claim incurred by the covered person by reason of any act or omission performed or omitted by the covered person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of authority conferred on the covered person by the operating agreement; provided, however, that any indemnity will be provided out of and to the extent of company assets only, and no covered person will have any personal liability on account thereof.

Indemnification under the California Corporations Code

Dyn Marine Services LLC, a guarantor of the New Notes, is a limited liability corporation organized under the laws of the state of California. Section 17003 of the California Corporations Code allows a limited liability company to indemnify or hold harmless any person, subject to any limitations contained in the articles of organization and to compliance with the Corporations Code and any other applicable laws. Except for a breach of the fiduciary duties a manager owes to the limited liability company and to its members (which are those of a partner to a partnership and to the partners of the partnership), the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee, or agent of the limited liability company, against judgments, settlements, penalties, fines, or expenses of any kind incurred as a result of acting in that capacity. A limited liability company has the power to purchase and maintain insurance on behalf of any manager, member, officer, employee, or agent of the limited liability company against any liability asserted against or incurred by the person in that capacity or arising out of the person’s status as a manager, member, officer, employee, or agent of the limited liability company.

Indemnification Under the Operating Agreement of Dyn Marine Services LLC

The Operating Agreement of Dyn Marine Services LLC provides that, to the fullest extent permitted by law, the Manager, a Member, any affiliate of the Manager or Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee or agent of the Company or its affiliates is entitled to indemnification from the Company for any loss, damage or claim incurred by such person by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such person by the operating agreement of Dyn Marine Services LLC; provided, however, that any indemnity shall be provided out of and to the extent of Company assets only, and no covered person will have any personal liability on account thereof.

Indemnification under the Nevada Revised Statutes

DTS Aviation Services LLC, a guarantor of the New Notes, is a limited liability corporation organized under the laws of the state of Nevada. Section 86.421 of the Nevada Revised Statutes, or NRS, permits a limited

II-3

liability company to indemnify any person who was or is a party or is threatened to be made a party in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except an action by or in the right of the limited liability company), by reason of being or having been a manager, member, employee or agent of the limited liability company or serving in certain capacities at the request of the limited liability company. As with corporations, indemnification may include attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person to be indemnified. A limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the limited liability company to procure a judgment in its favor by reason of being or having been a manager, member, employee or agent of the limited liability company or serving in certain capacities at the request of the limited liability company except that indemnification may not be made for any claim, issue or matter as to which such a person has been finally adjudged by a court of competent jurisdiction to be liable to the limited liability company or for amounts paid in settlement to the limited liability company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. In either case, however, to be entitled to indemnification, the person to be indemnified must have acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the limited liability company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 86.431 of the NRS also provides that to the extent a manager, member, employee or agent of a limited liability has been successful on the merits or otherwise in defense of any such action, he or she must be indemnified by the limited liability company against expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense.

Section 86.441 of the NRS permits a limited liability company, in its articles of organization, operating agreement or other agreement, to provide for the payment of expenses incurred by members or managers in defending any civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification.

Section 86.461 of the NRS permits a limited liability to purchase and maintain insurance or make other financial arrangements on behalf of the limited liability company’s managers, members employees or agents, or any persons serving in certain capacities at the request of the limited liability company, for any liability and expenses incurred by them in their capacities as managers, members, employees or agents or arising out of their status as such, whether or not the limited liability company has the authority to indemnify him, her or them against such liability and expenses.

Indemnification Under the Operating Agreement of DTS Aviation Services LLC

The Operating Agreement of DTS Aviation Services LLC provides that, to the fullest extent permitted by law, the Manager, a Member, any affiliate of the Manager or Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee or agent of the Company or its affiliates is entitled to indemnification from the Company for any loss, damage or claim incurred by such person by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such person by the operating agreement of DTS Aviation Services LLC; provided, however, that any indemnity shall be provided out of and to the extent of Company assets only, and no covered person will have any personal liability on account thereof.

II-4

Item 21. Exhibits and Financial Statement Schedules.

Exhibit Number	Description
1.1*	Purchase Agreement, dated as of December 12, 2004, by and among Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition
1.2*	First Amendment to Purchase Agreement, dated as of February 11, 2005, by and between Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition
3.1*	Certificate of Formation of DynCorp International LLC
3.2*	Amended and Restated Operating Agreement of DynCorp International LLC
3.3*	Certificate of Incorporation of DIV Capital Corporation
3.4*	Bylaws of DIV Capital Corporation
3.5*	Certificate of Formation of DI Finance Sub LLC
3.6*	Limited Liability Company Agreement of DI Finance Sub LLC
3.7*	Certificate of Formation of VCDI Holding LLC
3.8*	Limited Liability Company Operating Agreement of VCDI Holding LLC
3.9*	Certificate of Formation of DIV Holding LLC
3.10*	Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC
3.11*	Certificate of Formation of DTS Aviation Services LLC
3.12*	Limited Liability Company Operating Agreement of DTS Aviation Services LLC
3.13*	Certificate of Formation of DynCorp Aerospace Operations LLC
3.14*	Limited Liability Company Agreement of DynCorp Aerospace Operations LLC
3.15*	Certificate of Formation of DynCorp International of Nigeria LLC
3.16*	Limited Liability Company Agreement of DynCorp International of Nigeria LLC
3.17*	Articles of Organization of DynCorp International Services LLC
3.18*	Limited Liability Company Agreement of DynCorp International Services LLC
3.19*	Articles of Organization—Conversion of Dyn Marine Services LLC
3.20*	Limited Liability Company Agreement of Dyn Marine Services LLC
3.21*	Articles of Organization Dyn Marine Services of Virginia LLC
3.22*	Limited Liability Company Agreement of Dyn Marine Services of Virginia LLC
3.23*	Certificate of Formation of Services International Limited
3.24*	Limited Liability Company Agreement of Services International Limited
3.25*	Certificate of Formation of Worldwide Humanitarian Services LLC
3.26*	Amended and Restated Limited Liability Company Agreement of Worldwide Humanitarian Services LLC
4.1*	Indenture dated February 11, 2005 by and among DynCorp International LLC, DIV Capital Corporation, the Guarantors and The Bank of New York, as Trustee
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
4.3*	Form of 9.500% Senior Subordinated Notes due 2013 (included in Exhibit 4.1)
4.4*	Exchange and Registration Rights Agreement, dated February 11, 2005, among DynCorp International LLC, DIV Capital Corporation, the Guarantors and the Initial Purchasers

II-5

Exhibit Number		Description
4.5	*	Form of Guarantee (included in Exhibit 4.1)
5.1	*	Opinion of Schulte Roth & Zabel LLP
10.1	*	Securities Purchase Agreement, dated as of February 1, 2005 among DynCorp International LLC and DIV Capital Corporation, and Goldman, Sachs & Co., Bear, Stearns & Co. Inc. as Initial Purchasers
10.2	*	Credit and Guaranty Agreement, dated as of February 11, 2005, by and among Finance, DI Acquisition and the other Guarantors party thereto, various Lenders party thereto, Goldman Sachs Credit Partners L.P., Bear Stearns Corporate Lending Inc., Bear, Stearns & Co. Inc., and Bank of America, N.A.
10.3	*	Pledge and Security Agreement, dated as of February 11, 2005, among VCDI, DI Acquisition Corp., DynCorp International LLC, DIV Capital Corporation, and DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, Dyn Marine Services LLC, Dyn Marine Services of Virginia LLC, Services International LLC, Worldwide Humanitarian Services LLC, Guarantors, and Goldman Sachs Credit Partners L.P. as Collateral Agent
10.4	*	Revolving Loan Note, issued by DynCorp International LLC under the SPA dated February 1, 2005
12.1	*	Statement Re: computation of ratios
21.1	*	List of subsidiaries of DynCorp International LLC
23.1	*	Consent of Deloitte & Touche LLP
23.2	*	Consent of Schulte Roth & Zabel LLP (incorporated by reference in Exhibit 5.1)
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, as Trustee
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

* Filed herewith.

II-6

Item 22. Undertakings.

The undersigned Registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement, or the most recent post-effective amendment thereof, which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered, if the total dollar value of securities offered would not exceed that which was registered, and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrants hereby undertake that:

(1) Prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) Every prospectus: (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request.

The undersigned Registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.

II-7

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the Securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by then is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-8

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 City of Irving, State of Texas, on the 27th day of September, 2005.

DYNCORP INTERNATIONAL LLC
By:	/s/    STEPHEN J. CANNON
	Name:	Stephen J. Cannon
	Title:	Chief Executive Officer (principal executive officer)

Date: September 27, 2005

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

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

Signature	Title	Date
/s/    STEPHEN J. CANNON Stephen J. Cannon	Chief Executive Officer (principal executive officer)	September 27, 2005
/s/    MICHAEL J. THORNE Michael J. Thorne	Senior Vice President and Chief Financial Officer (principal financial and accounting officer)	September 27, 2005
/s/     ROBERT B. MCKEON Robert B. McKeon	Sole Manager	September 27, 2005

II-9

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 City of Irving, State of Texas, on the 27th day of September, 2005.

DIV CAPITAL CORPORATION
By:	/S/    STEPHEN J. CANNON
	Name:	Stephen J. Cannon
	Title:	President and Chief Executive Officer (principal executive officer)

Date: September 27, 2005

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

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

Signature	Title	Date
/S/    STEPHEN J. CANNON Stephen J. Cannon	President and Chief Executive Officer (principal executive officer)	September 27, 2005
/S/    MICHAEL J. THORNE Michael J. Thorne	Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)	September 27, 2005
/S/    ROBERT B. MCKEON Robert B. McKeon	Sole Director	September 27, 2005

II-10

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 Irving, State of Texas, on the 27th day of September, 2005.

DTS AVIATION SERVICES LLC DYNCORP AEROSPACE OPERATIONS LLC DYNCORP INTERNATIONAL OF NIGERIA LLC DYNCORP INTERNATIONAL SERVICES LLC DYN MARINE SERVICES LLC DYN MARINE SERVICES OF VIRGINIA LLC SERVICES INTERNATIONAL LIMITED LLC WORLDWIDE HUMANITARIAN SERVICES LLC
By:	/S/    STEPHEN J. CANNON
	Name:	Stephen J. Cannon
	Title:	President and Chief Executive Officer (principal executive officer)

Date: September 27, 2005

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

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

Signature	Title	Date
/S/    STEPHEN J. CANNON Stephen J. Cannon	President and Chief Executive Officer (principal executive officer)	September 27, 2005
/S/    MICHAEL J. THORNE Michael J. Thorne	Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)	September 27, 2005

II-11

EXHIBIT INDEX

Exhibit Number	Description
1.1*	Purchase Agreement, dated as of December 12, 2004, by and among Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition
1.2*	First Amendment to Purchase Agreement, dated as of February 11, 2005, by and between Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition
3.1*	Certificate of Formation of DynCorp International LLC
3.2*	Amended and Restated Operating Agreement of DynCorp International LLC
3.3*	Certificate of Incorporation of DIV Capital Corporation
3.4*	Bylaws of DIV Capital Corporation
3.5*	Certificate of Formation of DI Finance Sub LLC
3.6*	Limited Liability Company Agreement of DI Finance Sub LLC
3.7*	Certificate of Formation of VCDI Holding LLC
3.8*	Limited Liability Company Operating Agreement of VCDI Holding LLC
3.9*	Certificate of Formation of DIV Holding LLC
3.10*	Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC
3.11*	Certificate of Formation of DTS Aviation Services LLC
3.12*	Limited Liability Company Operating Agreement of DTS Aviation Services LLC
3.13*	Certificate of Formation of DynCorp Aerospace Operations LLC
3.14*	Limited Liability Company Agreement of DynCorp Aerospace Operations LLC
3.15*	Certificate of Formation of DynCorp International of Nigeria LLC
3.16*	Limited Liability Company Agreement of DynCorp International of Nigeria LLC
3.17*	Articles of Organization of DynCorp International Services LLC
3.18*	Limited Liability Company Agreement of DynCorp International Services LLC
3.19*	Articles of Organization—Conversion of Dyn Marine Services LLC
3.20*	Limited Liability Company Agreement of Dyn Marine Services LLC
3.21*	Articles of Organization of Dyn Marine Services of Virginia LLC
3.22*	Limited Liability Company Agreement of Dyn Marine Services of Virginia LLC
3.23*	Certificate of Formation of Services International Limited
3.24*	Limited Liability Company Agreement of Services International Limited
3.25*	Certificate of Formation of Worldwide Humanitarian Services LLC
3.26*	Amended and Restated Limited Liability Company Agreement of Worldwide Humanitarian Services LLC
4.1*	Indenture dated February 11, 2005 by and among DynCorp International LLC, DIV Capital Corporation, the Guarantors and The Bank of New York, as Trustee
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
4.3*	Form of 9.500% Senior Subordinated Notes due 2013 (included in Exhibit 4.1)
4.4*	Exchange and Registration Rights Agreement, dated February 11, 2005, among DynCorp International LLC, DIV Capital Corporation, the Guarantors and the Initial Purchasers

Exhibit Number		Description
4.5	*	Form of Guarantee (included in Exhibit 4.1)
5.1	*	Opinion of Schulte Roth & Zabel LLP
10.1	*	Securities Purchase Agreement, dated as of February 1, 2005 among DynCorp International LLC and DIV Capital Corporation, and Goldman, Sachs & Co., Bear, Stearns & Co. Inc. as Initial Purchasers
10.2	*	Credit and Guaranty Agreement, dated as of February 11, 2005, by and among Finance, DI Acquisition and the other Guarantors party thereto, various Lenders party thereto, Goldman Sachs Credit Partners L.P., Bear Stearns Corporate Lending Inc., Bear, Stearns & Co. Inc., and Bank of America, N.A.
10.3	*	Pledge and Security Agreement, dated as of February 11, 2005, among VCDI, DI Acquisition Corp., DynCorp International LLC, DIV Capital Corporation, and DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, Dyn Marine Services LLC, Dyn Marine Services of Virginia LLC, Services International LLC, Worldwide Humanitarian Services LLC, Guarantors, and Goldman Sachs Credit Partners L.P. as Collateral Agent
10.4	*	Revolving Loan Note, issued by DynCorp International LLC under the SPA dated February 1, 2005
12.1	*	Statement Re: computation of ratios
21.1	*	List of subsidiaries of DynCorp International LLC
23.1	*	Consent of Deloitte & Touche LLP
23.2	*	Consent of Schulte Roth & Zabel LLP (incorporated by reference in Exhibit 5.1)
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, as Trustee
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

* Filed herewith.

EX-1.1

Exhibit 1.1

Execution Copy

PURCHASE AGREEMENT

DATED AS OF DECEMBER 12, 2004

AMONG

COMPUTER SCIENCES CORPORATION

AND

DYNCORP

AND

THE VERITAS CAPITAL FUND II, L.P.

AND

DI ACQUISITION CORP.

TABLE OF CONTENTS

		Page
ARTICLE 1 PURCHASE AND SALE		1
Section 1.1.	Purchase and Sale of the DI Interests	1
Section 1.2.	Closing	2
Section 1.3.	Adjustment to the Cash Component	2
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF CSC AND THE SELLER		4
Section 2.1.	Organization and Qualification	5
Section 2.2.	Subsidiaries and Joint Ventures	6
Section 2.3.	Authority Relative to this Agreement	7
Section 2.4.	Noncontravention; Consents and Approvals	7
Section 2.5.	Capitalization	8
Section 2.6.	Financial Statements	9
Section 2.7.	Absence of Certain Changes or Events	9
Section 2.8.	Compliance with Laws; No Default	10
Section 2.9.	Litigation	10
Section 2.10.	Material Contracts	11
Section 2.11.	Employee Benefit Plans; Labor Matters	13
Section 2.12.	Environmental Laws and Regulations	16
Section 2.13.	Taxes	18
Section 2.14.	Title to Properties; Absence of Liens and Encumbrances	19
Section 2.15.	Intellectual Property; Software	20
Section 2.16.	Insurance	22
Section 2.17.	Severance and Retention Arrangements	22
Section 2.18.	Certain Transactions; Insider Interests	23
Section 2.19.	Customer Relationships	23
Section 2.20.	Government Contracts	23
Section 2.21.	Brokers	25
Section 2.22.	Investment Experience	25
Section 2.23.	Investment Purpose; Accredited Investor	25
Section 2.24.	Books and Records	25
Section 2.25.	Affiliate Transactions	26
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF ACQUISITION		26
Section 3.1.	Organization; Qualification	26
Section 3.2.	Capitalization of Acquisition	26
Section 3.3.	Authority Relative to this Agreement	27
Section 3.4.	Noncontravention; Consents and Approvals	27
Section 3.5.	No Prior Activities of Acquisition	28
Section 3.6.	Litigation	28
Section 3.7.	Brokers	28

i

Section 3.8.	Investment Experience	29
Section 3.9.	Investment Purpose; Accredited Investor	29
Section 3.10.	Insurance Separation	29
Section 3.11.	Foreign Ownership and Related Matters	29
Section 3.12.	Corporate Infrastructure	30
Section 3.13.	Investigation	30
ARTICLE 3A REPRESENTATIONS AND WARRANTIES OF PARENT		31
Section 3A.1	Organization	31
Section 3A.2	Authority Relative to this Agreement	31
ARTICLE 4 COVENANTS		31
Section 4.1.	Conduct of Business of the Dyn International Companies	31
Section 4.2.	Conduct of Business of Acquisition	35
Section 4.3.	Access to Information	36
Section 4.4.	Additional Agreements; Reasonable Efforts	37
Section 4.5.	Public Announcements	37
Section 4.6.	Directors’ and Officers’ Indemnification	37
Section 4.7.	Notification of Certain Matters	38
Section 4.8.	Employees and Employee Benefits	39
Section 4.9.	Cash Settlement; Intercompany Arrangements	42
Section 4.10.	Release of Guarantees and Letters of Credit	42
Section 4.11.	Novation	43
Section 4.12.	Intentionally Omitted	43
Section 4.13.	Nonsolicitation and Noncompetition	43
Section 4.14.	Financial Statements	44
Section 4.15.	Filing of the Certificate of Designations	46
Section 4.16.	Insurance Matters; Cooperation	46
Section 4.17.	Foreign Ownership and Related Matters	49
Section 4.18.	Further Assurances	49
Section 4.19.	Management of Dyn Marine, Dyn Marine II and DTSAS	49
Section 4.20.	Internal Alignment Transactions	49
Section 4.21.	Texas Sales Tax Refunds	49
ARTICLE 5 TAX MATTERS		50
Section 5.1.	Indemnification Obligations With Respect to Taxes	50
Section 5.2.	Tax Returns and Payment Responsibility	51
Section 5.3.	Assistance and Cooperation	52
Section 5.4.	Retention of Records	52
Section 5.5.	Other Provisions	52
Section 5.6.	Allocation of Price	52
Section 5.7.	Conduct of Proceedings	52
Section 5.8.	Amended Returns	53
ARTICLE 6 CONDITIONS TO CLOSING		53
Section 6.1.	Conditions to Each Party’s Obligations	53
Section 6.2.	Conditions to the Obligations of CSC and the Seller	53

ii

Section 6.3.	Conditions to the Obligations of Acquisition	55
ARTICLE 7 INDEMNIFICATION		57
Section 7.1.	Survival of Representations and Warranties	57
Section 7.2.	Indemnification	58
Section 7.3.	Defense of Claim	59
Section 7.4	Notice of Claims	59
Section 7.5.	Third Person Claims	60
Section 7.6.	Limitation on Indemnity	61
Section 7.7.	Adjustment to Purchase Price	63
Section 7.8.	Exclusive Remedies	63
ARTICLE 8 TERMINATION; AMENDMENT; WAIVER		63
Section 8.1.	Termination	63
Section 8.2.	Effect of Termination	65
Section 8.3.	Fees and Expenses	65
Section 8.4.	Amendment; Extension; Waiver	66
ARTICLE 9 MISCELLANEOUS		66
Section 9.1.	Entire Agreement; Assignment	66
Section 9.2.	Validity	67
Section 9.3.	Notices	67
Section 9.4.	Governing Law; Submission to Jurisdiction	68
Section 9.5.	Descriptive Headings	68
Section 9.6.	Parties in Interest	68
Section 9.7.	Certain Definitions	68
Section 9.8.	Waiver of Jury Trial	70
Section 9.9.	Personal Liability	70
Section 9.10.	Specific Performance	71
Section 9.11.	Counterparts	71

iii

EXHIBITS

Exhibit A	Term Sheet for Preferred Stock
Exhibit B	Transition Services Agreement
Exhibit C	IP License Agreement
Exhibit D	Fort Worth Shared Services Facility Sublease
Exhibit E	Fort Worth Warehouse License
Exhibit F	Joint Defense Agreement
Exhibit G	Trademark License Agreement
Exhibit H	Unaudited FY2004 Balance Sheet
Exhibit I	Unaudited FY2004 Income Statement
Exhibit J	Form of Plan Amendment
Exhibit K	Form of Fort Worth Office License
Exhibit L	Form of Fort Worth Office License Assignment

iv

SCHEDULES

Schedule	Page
Schedule 1.3(a)(i)	3
Schedule 1.3(a)(ii)	3, 4
Schedule 2.1	5
Schedule 2.2(a)	6, 7, 13
Schedule 2.2(b)	7, 9, 10
Schedule 2.4(a)	8, 55
Schedule 2.4(b)	9
Schedule 2.5(b)	7,9
Schedule 2.5(c)	10
Schedule 2.7	10
Schedule 2.8(a)	11
Schedule 2.8(b)	11
Schedule 2.9	11, 23
Schedule 2.10(a)	12
Schedule 2.10(b)	13
Schedule 2.10(c)	13
Schedule 2.10(d)	13
Schedule 2.10(e)	13
Schedule 2.10(f)	14
Schedule 2.11(a)	14, 23
Schedule 2.11(b)(i)	14
Schedule 2.11(b)(ii)	14
Schedule 2.11(b)(iii)	14
Schedule 2.11(c)	15
Schedule 2.11(c)(viii)	15
Schedule 2.11(d)	13, 16
Schedule 2.11(e)	16
Schedule 2.11(f)	17
Schedule 2.12	17, 18
Schedule 2.13(a)	19
Schedule 2.13(b)	19
Schedule 2.13(c)	19
Schedule 2.13(d)	19
Schedule 2.13(e)	19
Schedule 2.13(f)	20
Schedule 2.14(a)	20
Schedule 2.14(b)	20
Schedule 2.14(c)(i)	21
Schedule 2.15(a)(i)	21
Schedule 2.15(a)(ii)	21
Schedule 2.15(b)(i)	21
Schedule 2.15(b)(ii)	21
Schedule 2.15(b)(iii)	21
Schedule 2.15(b)(iv)	21
Schedule 2.15(c)(i)	22
Schedule 2.15(c)(ii)	22
Schedule 2.15(c)(iii)	22
Schedule 2.15(d)(i)	22
Schedule 2.15(d)(ii)	22
Schedule 2.16(a)	13, 23
Schedule 2.16(b)	23
Schedule 2.17(i)	23
Schedule 2.17(ii)	23
Schedule 2.18	23
Schedule 2.19	24
Schedule 2.20	24
Schedule 2.20(d)	25
Schedule 2.25	27
Schedule 3.2(i)	27
Schedule 3.2(ii)	27
Schedule 3.2(iii)	28
Schedule 4.1	32, 33
Schedule 4.1(g)	35
Schedule 4.9	43
Schedule 4.10	43, 57
Schedule 4.13(b)	45
Schedule 4.14(a)	46
Schedule 4.14(c)	46
Schedule 4.20	50
Schedule 9.7	69

v

TABLE OF DEFINED TERMS

Acquisition	Preamble
Acquisition Group	4.13(a)
Acquisition Indemnified Parties	7.2(a)
Acquisition Material Adverse Effect	3.1
Acquisition Preferred Stock	Recitals
Additional Preferred Stock Certificates	1.3(e)
affiliate	9.7
Agreement	Preamble
Ancillary Agreements	9.7
Anti-Money Laundering Laws	3.11(d)
Appraiser	5.6
Arias Litigation	7.2(a)(3)
Audited Financial Statements	2.6
Auditor Fees	9.7
Auditors	9.7
Bid	2.20(g)
Bifurcated 401(k) Plan	4.8(h)
Broker Representations	7.1
BSA	3.11(c)
business day	9.7
CAA	2.12(i)
Cap	7.6(c)
capital stock	9.7
Cash Component	1.1(a)(1)
CERCLA	2.12(i)
Certificate of Designations	Recitals
Claim Notice	7.4
Closing	1.2(a)
Closing Date	1.2(a)
Closing Pro Forma Net Working Capital Amount	1.3(a)
Closing Pro Forma Net Working Capital Shortfall	1.3(a)
Closing Pro Forma Net Working Capital Surplus	1.3(a)
COBRA	2.11(c)
Commission	2.7
Company Material Adverse Effect	2.1(a)
Competition	4.13(b)
Confidentiality Agreement	4.3(d)
Contract	9.7
Contract Notifications	4.11(b)(ii)
Contract Novations	4.11(b)(iii)
Controlled Group	2.11(c)
CSC	Preamble
CSC Cash Management Arrangements	9.7
CSC MAP	4.8(a)
CSC SEC Filings	2.7
Cuban Designated National	9.7
CWA	2.12(i)
Deductible	7.6(b)
DI	Recitals
DI Interests	Recitals
DI Transferred Contracts	2.10(b)
DI Transferred Employees	4.8(d)
Draft Calculations	1.3(b)
DTSAS Government Contracts	2.10(c)
DTSAS Transferred Employees	4.8(c)
Dyn International Companies	Recitals
DynCorp	Preamble
DynCorp Welfare Plan	4.8(a)
Effect	2.1(a)
Employee Plans	2.11(a)
Entity Investors	3.11(d)
Environmental Claim(s)	2.12(i)
Environmental Law(s)	2.12(i)
Environmental Liabilities	2.12(i)
Environmental Permits	2.12(b)
ERISA	2.11(a)
Exchange Act	2.7
Exchange Offer	4.14(c)
Excluded Contracts	2.10(d)
Excluded IP Assets	2.15(a)
Executive Order	3.11(b)
Executory Government Contract	2.20(g)
Final Net Working Capital Shortfall	1.3(d)
Final Net Working Capital Surplus	1.3(d)
Financial Statements	2.6

vi

Defined Term
Firm	1.3(b)
FMLA	4.8(i)
Foreign Benefit Plans	2.11(b)
Fort Worth Shared Services Center	4.8(a)
FY2004 Balance Sheet	9.7. 2.6
FY2004 Income Statement	9.7. 2.6
FY2004 Pro Forma Net Working Capital Amount	1.3(a)
GAAP	9.7
Government Contract	2.20(g)
Governmental Entity	2.4(b)
Guarantees	4.10
Hazardous Materials	2.12(i)
HSR Act	2.4(b)
Indebtedness	9.7
Indemnified Party	7.4
Indemnitor	7.4
Initial Stock Component	1.1(a)(2)
Insurance Policies	2.16(a)
Intellectual Property	2.15(a)
Interim Financial Statements	2.6
Internal Alignment Novations	4.11(b)(i)
IRS	2.11(c)
Joint Venture	2.2(b)
Judgment	2.4(a)
knowledge	9.7
known	9.7
Labor Organization	2.11(e)
Law	2.4(a)
Lease	2.14(b)
Leases	2.14(b)
Letters of Credit	4.10
Licensed Intellectual Property	2.15(b)
Liens	2.2(b)
Lists	3.11(b)
LLC Conversions	9.7
Loss	9.7
Losses	7.2(a)
MAE Deviation	9.7
Material Contracts	2.10(a)
Minimum Claim Threshold	7.6(b)
Multiemployer Plan	2.11(a)
Non-U.S. Employees	2.11(b)
Note Offering Materials	4.14(d)
Section
Novated Contract	7.2(b)(6)
November 2004 Data	2.6
Objection Notice	1.3(b)
OFAC Laws and Regulations	3.11(b)
OSHA	2.12(i)
Other Lists	3.11(b)
Owned Intellectual Property	2.15(a)
Ownership Representations	7.1
Parent	Preamble
PBGC	2.11(c)
Permits	2.8(a)
person	9.7
Pre-Closing Tax Periods	5.1(a)
Preferred Stock Certificates	1.2(b)
Proceeding	2.9
Purchase Price	1.1(a)(2)
RCRA	2.12(i)
Real Estate Sub	Recitals
Real Estate Sub Shares	Recitals
Real Property	2.14(a)
Release	2.12(i)
Rule 144A Offering	4.14(b)
SDN List	3.11(b)
Seller	Preamble
Seller Group	4.13(a)
Seller Indemnified Parties	7.2(b)
Senior Foreign Political Figure	9.7
Software	2.15(c)
Stock Component	1.1(a)(2)
Straddle Period	5.1(a)
Subsidiary	2.2(b)
Tax	2.13(j)
Tax Contest	5.7
Tax Representations	7.1
Tax Return	2.13(k)
Taxes	2.13(j)
Terminated U.S. Employees	4.8(e)
Termination Date	8.1(c)
Terminator Fee	8.3(a)
Third Party	2.15(b)
Third Party Claim	7.5(a)
U.S. Employees	2.11(a)
Violation	2.8(b)
WARN Act	2.11(f)

ii

PURCHASE AGREEMENT

This PURCHASE AGREEMENT, dated as of December 12, 2004 (this “Agreement”), is made by and between Computer Sciences Corporation, a Nevada corporation (“CSC”), and DynCorp, a Delaware corporation and direct, wholly-owned subsidiary of CSC (“DynCorp” or “Seller”), on the one hand, and The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Parent”), and DI Acquisition Corp., a Delaware corporation and direct, wholly-owned subsidiary of Parent (“Acquisition”), on the other hand.

RECITALS

A. DynCorp owns 100% of the issued and outstanding membership interests (the “DI Interests”) of DynCorp International LLC, a Delaware limited liability company (“DI” and together with its direct and indirect Subsidiaries (as hereinafter defined) after giving effect to the Internal Alignment Transactions (as hereinafter defined), the “Dyn International Companies”).

B. Following the execution of this Agreement, CSC, the Seller and certain of their affiliates shall consummate the Internal Alignment Transactions.

C. Parent has formed Acquisition for the purpose of acquiring all of the DI Interests.

D. Prior to Closing, Acquisition will authorize preferred stock (the “Acquisition Preferred Stock”), pursuant to a Certificate of Designations (the “Certificate of Designations”) in accordance with the term sheet attached hereto as Exhibit A.

E. The Seller wishes to sell to Acquisition, and Acquisition wishes to purchase from the Seller, the DI Interests, in exchange for the aggregate consideration described herein.

F. The parties hereto intend to enter into certain agreements governing their relationships after the Closing Date, as contemplated hereby.

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

AGREEMENT

ARTICLE 1

PURCHASE AND SALE

Section 1.1. Purchase and Sale of the DI Interests.

(a) Upon the terms and subject to the conditions of this Agreement, the Seller shall sell, assign, transfer, convey and deliver the DI Interests to Acquisition, and Acquisition shall purchase and acquire the DI Interests from the Seller, free and clear of all Liens (other than those created by, or on behalf of, Acquisition), for the following consideration:

(1) $775,000,000 (the “Cash Component”); and

1

(2) a number of shares of Acquisition Preferred Stock having an aggregate stated value of $75,000,000 (the “Initial Stock Component”), as adjusted pursuant to Section 1.3(e) below (the “Stock Component” and, together with the Cash Component, the “Purchase Price”).

Section 1.2. Closing.

(a) The sale and purchase of the DI Interests shall take place at a closing (the “Closing”) to be held at a time, place and date mutually agreeable to CSC and Acquisition after the satisfaction or, to the extent permitted by Law (as hereinafter defined), waiver of all conditions to the obligations of the parties set forth in Article 6 (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), or at such other place or at such other time or on such other date as CSC and Acquisition mutually may agree in writing. The day on which the Closing takes place is referred to as the “Closing Date.”

(b) At the Closing, (1) Acquisition shall (A) deliver or cause to be delivered to the Seller, by wire transfer to a bank account designated in writing by CSC to Acquisition at least two business days prior to the Closing Date, the Cash Component in immediately available funds in United States dollars, and (B) deliver to CSC stock certificates (in such denominations and registered in such name(s) as CSC shall request) (the “Preferred Stock Certificates”) representing the Initial Stock Component, and (2) the Seller shall deliver, and CSC shall cause the Seller to deliver, to Acquisition such instruments of transfer as are necessary to transfer the DI Interests.

Section 1.3. Adjustment to the Stock Component.

(a) As used herein, the following terms shall have the following meanings:

“FY2004 Pro Forma Net Working Capital Amount” shall mean an amount equal to the Net Working Capital of the Dyn International Companies as of April 2, 2004, based on the Unaudited FY2004 Balance Sheet and calculated as set forth on Schedule 1.3(a)(i). The items and adjustments constituting “Net Working Capital” are set forth on Schedule 1.3(a)(i).

“Closing Pro Forma Net Working Capital Amount” shall mean an amount equal to the Net Working Capital of the Dyn International Companies as of the close of business on the day immediately preceding the Closing Date, calculated on the basis set forth on Schedule 1.3(a)(ii), including the adjustments set forth thereon.

“Closing Pro Forma Net Working Capital Shortfall” shall mean the excess, if any, of the FY2004 Pro Forma Net Working Capital Amount over the Closing Pro Forma Net Working Capital Amount.

“Closing Pro Forma Net Working Capital Surplus” shall mean the excess, if any, of the Closing Pro Forma Net Working Capital Amount over the FY2004 Pro Forma Net Working Capital Amount.

2

(b) Within 60 days after the Closing Date, CSC shall prepare and deliver or cause to be prepared and delivered to Acquisition a schedule showing the calculation of the Closing Pro Forma Net Working Capital Amount (the “Draft Calculations”). The Draft Calculations will be prepared using the items and adjustments set forth on Schedule 1.3(a)(ii), based on the account balances of the Dyn International Companies prepared in accordance with GAAP and in a manner consistent with the preparation of the Unaudited FY2004 Balance Sheet. For the avoidance of doubt, if the day immediately prior to the Closing Date is not the last day of a CSC fiscal month and, as a result, financial data availability is limited (such as due to financial systems limitations) with respect to certain account balances, CSC will roll forward such account balances from its most recent fiscal month-end using reasonable and supportable methodology to derive the applicable account balances for purposes of generating the Draft Calculations. Seller will make available to Acquisition all records and work papers used in preparing or related to the preparation of the Draft Calculations. If Acquisition disagrees with the Draft Calculations or the math used to compute the Draft Calculations (or any amount reflected in the Draft Calculations), it shall, within 30 days after receipt of the Draft Calculations, deliver a notice (an “Objection Notice”) to CSC setting forth in reasonable detail the disputed amount(s), the calculation of such amount(s) and the basis for each disagreement therewith. An Objection Notice may only include disagreements based on matters of fact or departures from those accounting policies and accounting practices included in Schedule 1.3(a)(ii). For the avoidance of doubt, an Objection Notice may not contain (and the parties hereto (and the Firm (as defined below)) shall disregard) any dispute(s) concerning any amount(s) included in the Draft Calculations derived on a basis consistent with the accounting policies and accounting practices set forth on Schedule 1.3(a)(ii) on the basis that a different amount than that set forth in the Draft Calculations may be derived in accordance with an accounting policy or practice that is not set forth on Schedule 1.3(a)(ii). Acquisition and CSC will use commercially reasonable efforts to resolve any disagreements as to the computations of the Draft Calculations, but if they do not obtain a final resolution within 30 days after the Seller has received the Objection Notice, Acquisition and CSC will jointly retain an accounting firm of recognized national standing to be mutually agreed to by CSC and Acquisition (the “Firm”) to resolve any disagreements. Acquisition and CSC will direct the Firm to use its best efforts to render a determination within 60 days of its retention and Acquisition, CSC, and their respective agents will cooperate with the Firm during its engagement. The Firm will consider only those items and amounts in the Draft Calculations set forth in the Objection Notice which Acquisition and CSC are unable to resolve. Acquisition and CSC shall each submit a binder to the Firm promptly (and in any event within 30 days after the Firm’s engagement), which binder shall contain such party’s information, arguments, and support for such party’s position related to the unresolved items contained in the Objection Notice. The Firm shall review such binders and base its determination solely on them and any oral arguments presented to the Firm at the Firm’s election. The Firm’s determination will be based on the definitions of the Closing Pro Forma Net Working Capital Amount, Closing Pro Forma Net Working Capital Surplus and Closing Pro Forma Net Working Capital Shortfall included herein and on the accounting policies and accounting practices described in Schedule 1.3(a)(ii). Absent manifest error, the determination of the Firm will be conclusive and binding upon (and not appealable by) CSC, the Seller, Parent and Acquisition.

(c) The fees and expenses of the Firm to resolve any such dispute shall be paid one-half by CSC (or the Seller) and one-half by Acquisition.

3

(d) Each of the Closing Pro Forma Net Working Capital Amount and the Closing Pro Forma Net Working Surplus or Closing Pro Forma Net Working Capital Shortfall, as the case may be, shall be deemed to have been finally determined upon the first to occur of:

(i) acceptance by Acquisition of the Draft Calculations,

(ii) Acquisition’s failure to deliver an Objection Notice to CSC within 30 days of receipt of the Draft Calculations,

(iii) resolution by mutual agreement of CSC and Acquisition after CSC’s receipt of a timely delivered Objection Notice or

(iv) notification by the Firm of its final determination thereof.

The Closing Pro Forma Net Working Capital Surplus or Closing Pro Forma Net Working Capital Shortfall, as finally determined pursuant to this Section 1.3(d), are referred to herein as the “Final Net Working Capital Surplus” or “Final Net Working Capital Shortfall”, respectively.

(e) Within five business days after the final determination thereof, CSC will pay to Acquisition or Acquisition will pay to CSC (on behalf of the Seller) the Final Net Working Capital Shortfall or the Final Net Working Capital Surplus, as the case may be. Such payments will be made (A) in the case of Acquisition, by the delivery to CSC of stock certificates (in such denominations and registered in such name(s) as CSC shall request) (the “Additional Preferred Stock Certificates”) representing that number of additional shares of Acquisition Preferred Stock as shall have an aggregate stated value as of the Closing Date equal to the Final Net Working Capital Surplus (subject to adjustment to the payment date as provided in the Certificate of Designations (assuming for this purpose that the Additional Preferred Stock Certificates had been issued to CSC (or its designee) on the Closing Date and held continuously by such person from the Closing Date until the date that payment is made under this Section 1.3)) and (B) in the case of CSC, by delivery to Acquisition of Preferred Stock Certificates, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed, representing that number of shares of Acquisition Preferred Stock as shall have an aggregate stated value as of the Closing Date equal to the Final Net Working Capital Shortfall.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF CSC AND THE SELLER

Each of CSC and the Seller represents and warrants to Acquisition (on the basis that the consummation of the Internal Alignment Transactions had occurred prior to all dates relevant to such representations and warranties and that all references to the Dyn International Companies in any such representations and warranties are a reference to the Dyn International Companies after giving effect to the consummation of the Internal Alignment Transactions unless the context clearly indicates otherwise) that:

4

Section 2.1. Organization and Qualification.

(a) DI is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own or lease and operate its properties and assets and to carry on its business as it is now being conducted. DI is (to the extent the following concepts are applicable in any relevant jurisdiction) duly qualified (e.g., as a foreign limited liability company or corporation) to do business, and is in good standing, in each jurisdiction in which the character of its properties and assets owned or leased or the nature of its activities makes such qualification necessary, except as set forth on Schedule 2.1 or where the failure to be so qualified would not result in a Company Material Adverse Effect (as hereinafter defined). DI has heretofore made available to Acquisition complete and correct copies of its minute books and its certificate of formation and operating agreement (or similar organizational documents), which are in full force and effect as of the date hereof, and no other organizational documents are applicable to or binding upon it. As used herein, “Company Material Adverse Effect” shall mean any event, circumstance, change or effect (any such item, an “Effect”), individually or in the aggregate, that has had or is reasonably likely to have a material adverse effect on (i) the business, operations, properties, assets, condition (financial or other) or operating results of the Dyn International Companies, taken as a whole, (ii) the ability of CSC or the Seller to perform their respective obligations under this Agreement or (iii) the ability of the Dyn International Companies, taken as a whole, from (A) being eligible to enter into Contracts that are similar to the existing (and actively performed) Material Contracts (as hereinafter defined) with the United States government or any department or agency thereof or (B) retaining any security clearances reasonably necessary for the performance of existing (and actively performed) Material Contracts with the United States government or any department or agency thereof; provided that in no event shall any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or could be, a Company Material Adverse Effect for purposes of clause (i) and (iii) above: (a) any Effect to the extent resulting from the transactions contemplated by this Agreement or the announcement or pendency thereof (including, without limitation, any (1) actions by clients or competitors, (2) loss of personnel or clients, or (3) the delay or cancellation of orders for services and products), (b) any failure, or prospective failure, of any Dyn International Company to meet booking, revenue or earnings projections or targets, in and of themselves, (c) any Effect that results from conditions generally affecting the industries and markets in which any of the Dyn International Companies operate or the economy or political environment of any country where such person has conducted operations, (d) any Effect that results from conditions affecting general worldwide economic, business or capital markets conditions, (e) any Effect that results from changes in Laws after the date hereof, and (f) any Effect resulting from acts of war (whether or not declared), sabotage or terrorism, military actions or the escalation thereof or other force majeure events occurring after the date hereof.

(b) CSC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own or lease and operate its properties and assets and to carry on its business as it is now being conducted. CSC is (to the extent the following concepts are applicable in any relevant jurisdiction) duly qualified (e.g., as a foreign corporation) to do business, and is in good standing, in each jurisdiction in which the character of its properties and assets owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not result in a Company Material Adverse Effect.

5

(c) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own or lease and operate its properties and assets and to carry on its business as it is now being conducted. Seller is (to the extent the following concepts are applicable in any relevant jurisdiction) duly qualified (e.g., as a foreign corporation) to do business, and is in good standing, in each jurisdiction in which the character of its properties and assets owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not result in a Company Material Adverse Effect.

Section 2.2. Subsidiaries and Joint Ventures.

(a) Schedule 2.2(a) sets forth a complete and accurate list of the name, jurisdiction of incorporation or formation and capitalization of each of DI’s direct and indirect Subsidiaries (as hereinafter defined) and the Joint Ventures (as hereinafter defined) immediately prior to the Closing, including the interest of DI and its direct and indirect Subsidiaries therein. Other than as set forth in Schedule 2.2(a) or Schedule 2.2(b), immediately prior to the Closing, DI will not own of record, or beneficially own, directly or indirectly, (i) any shares of outstanding capital stock or securities convertible into or exchangeable or exercisable for capital stock of any other corporation or (ii) any participating interest in any partnership, joint venture or other similar non-corporate business enterprise. Each of the Subsidiaries and, to the knowledge of CSC and the Seller, each of the Joint Ventures, immediately prior to the Closing will be a corporation, partnership, limited liability company or other entity duly organized, validly existing and (to the extent such concept is applicable) in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate, partnership or limited liability company power and authority to own or lease and operate its properties and assets and to carry on its business as it is now being conducted. Each of the Subsidiaries and, to the knowledge of CSC and the Seller, each of the Joint Ventures, immediately prior to the Closing, will be (to the extent the following concepts are applicable in any relevant jurisdiction) duly qualified (e.g., as a foreign limited liability company or corporation) to do business and in good standing, in each jurisdiction in which the character of its properties and assets owned or leased or the nature of its activities makes such qualification necessary, except as set forth on Schedule 2.2(a) or where the failure to be so qualified would not result in a Company Material Adverse Effect. The Seller has heretofore made available to Acquisition complete and correct copies of the minute books and the charter and bylaws (or other organizational documents) of all of the Subsidiaries and Joint Ventures, which organizational documents are in full force and effect as of the date hereof, and no other organizational documents are applicable to or binding upon such Subsidiaries and Joint Ventures.

(b) Except as set forth on Schedule 2.2(b) or Schedule 2.5(b), immediately prior to the Closing, all of the outstanding shares of capital stock of, or other ownership interests in, each of the Subsidiaries, and all of the outstanding shares of capital stock of, or other ownership interests in, each of the Joint Ventures that are owned by a Dyn International Company, will be duly authorized, validly issued or granted and, with respect to corporations, fully paid and nonassessable (and no such shares will have been issued in violation of any preemptive or similar rights) and will be owned by a Dyn International Company free and clear of any pledges, liens, claims, charges, encumbrances, adverse claims, mortgages, security interests or similar interests, options, call rights, rights of first refusal or “tag” or “drag” along rights (“Liens”).

6

For purposes of this Agreement, (1) the term “Subsidiary” shall mean, with respect to DI or, if the context of this Agreement requires (e.g., in Article 3 hereof), with respect to Acquisition, (a) any person in which securities or other ownership interests having ordinary voting power or right to elect a majority of the board of directors, boards of managers (or in the absence thereof, managing members), or other persons performing similar functions are at the time owned by such person and/or one or more other of its Subsidiaries or (b) any person in which DI or Acquisition, as the case may be, directly or indirectly, owns an equity interest and the accounts of which are required by GAAP to be consolidated with DI’s or Acquisition’s consolidated financial statements, as applicable, and (ii) the term “Joint Venture” shall mean, with respect to any of the Dyn International Companies, any person in which such company, directly or indirectly, owns an equity interest that does not have the voting power or right under ordinary circumstances to elect a majority of the board of directors, board of managers (or in the absence thereof, managing members) or other persons performing similar functions.

Section 2.3. Authority Relative to this Agreement. Each of CSC and the Seller has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of CSC and the Seller and no other corporate proceedings on the part of CSC or the Seller is necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements have been or will be duly and validly executed and delivered by CSC and the Seller and, assuming due and valid authorization, execution and delivery thereof by Parent and Acquisition, constitutes a valid, legal and binding agreement of CSC and the Seller, enforceable against CSC and the Seller in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Section 2.4. Noncontravention; Consents and Approvals.

(a) The execution and delivery of this Agreement (and the Ancillary Agreements) by CSC and the Seller does not (will not) and the consummation by CSC and the Seller of the transactions contemplated hereby (and thereby) will not (i) conflict with any provision of the certificate of incorporation or bylaws (or similar organizational documents) of CSC or the Seller or any of the Dyn International Companies or the Joint Ventures; (ii) except as set forth on Schedule 2.4(a), conflict with, result (with the giving of notice or the lapse of time or both) in any violation of or default or loss of a benefit under, or permit the acceleration or termination of any obligation under, any material loan or credit agreement, note, bond, mortgage, indenture, lease or other material agreement, obligation or commitment, instrument or license to which any of the Dyn International Companies is now a party or by which any of the Dyn

7

International Companies or any of their respective properties or assets is bound; (iii) subject to the filings and other matters referred to in Section 2.4(b), violate any national, foreign, federal, state, provincial or local law, rule, regulation, statute, ordinance, guideline, code or other legally enforceable requirement (including common law) (“Law”) applicable to CSC, the Seller or any of the Dyn International Companies, or any of their respective properties or any charge, order, writ, injunction, judgment, decree, ruling, determination, directive, award or settlement, whether civil, criminal or administrative, of any Governmental Entity (“Judgment”), applicable to CSC, the Seller or any of the Dyn International Companies currently in effect; or (iv) result in the creation or imposition of any Lien upon the DI Interests or upon any asset of any of the Dyn International Companies, other than, (1) in the case of clauses (ii) and (iii) above, such as would not, individually or in the aggregate, result in a Company Material Adverse Effect and (2) in the case of clause (iv) above, such Liens as may be incurred in connection with Acquisition’s financing of the transactions contemplated hereby.

(b) No consent, approval, order or authorization of, or declaration, registration or filing with, or notice to, any nation or government or multinational body, any state, agency, commission or other political subdivision thereof or any entity (including a court or arbitration tribunal) exercising executive, legislative, judicial, regulatory or administration functions of or pertaining to government (“Governmental Entity”) is required to be made or obtained by CSC, the Seller or any of the Dyn International Companies in connection with the execution and delivery of this Agreement and the Ancillary Agreements by CSC and the Seller or the consummation by CSC and the Seller of the transactions contemplated hereby and thereby, except for (i) compliance by CSC and the Seller with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or similar statutes or regulations of foreign jurisdictions, (ii) any compliance as may be required by any applicable federal or state securities or “blue sky” laws, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as are listed on Schedule 2.4(b); (iv) such consents, approvals, orders, authorizations, declarations, registrations, filings or notices which may be required because of the nature or business of Parent or Acquisition or any of their affiliates; and (v) such consents, approvals, orders or authorizations which if not obtained, or registrations, declarations or filings which if not made, would not have a Company Material Adverse Effect.

Section 2.5. Capitalization.

(a) The Seller owns, beneficially and of record, all of the DI Interests free and clear of all Liens.

(b) Except as set forth on Schedule 2.5(b), none of the Dyn International Companies or, to the knowledge of CSC and the Seller, none of the Joint Ventures, has or is subject to or bound by any outstanding proxy, voting agreement, option, warrant, call, subscription, convertible security, stock appreciation or other similar right (including any preemptive or similar right), agreement or commitment (contingent or other) which (x) obligates any of the Dyn International Companies or the Joint Ventures to issue, sell or transfer, register under the Securities Act or repurchase, redeem or otherwise acquire, any capital stock, equity securities, voting securities or securities convertible into or exchangeable for capital stock or equity or voting securities of one of the Dyn International Companies or Joint Ventures, as applicable, (y) restricts the transfer of any shares of capital stock or equity or voting securities of

8

the Dyn International Companies or the Joint Ventures, or (z) relates to the holding, voting or disposition of any shares of capital stock of any of the Dyn International Companies or Joint Ventures. Except as set forth on Schedule 2.2(b) or Schedule 2.5(b), there is not any commitment of any of the Dyn International Companies or, to the knowledge of CSC and the Seller, any of the Joint Ventures to distribute to holders of any class of the Dyn International Companies’ capital stock or equity or voting securities any evidences of indebtedness or assets. None of the Dyn International Companies or, to the knowledge of CSC and the Seller, none of the Joint Ventures, (i) has any obligation (contingent or other) to pay any dividend or make any other distribution in respect of capital stock or equity or voting securities of one of the Dyn International Companies or Joint Ventures, as applicable or (ii) is a party to or aware of any agreement relating to the holding, voting or disposition of any shares of capital stock or equity or voting securities of one of the Dyn International Companies or Joint Ventures, as applicable.

(c) Except as set forth on Schedule 2.2(b) or Schedule 2.5(c) , none of the Dyn International Companies has entered into any commitment or agreement, or are otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any Subsidiary, Joint Venture or other person.

(d) The delivery to Acquisition of the DI Interests pursuant to the provisions of this Agreement will transfer to Acquisition good and valid title to 100% of all of the membership interests of DI, free and clear of all Liens (other than those created by, or on behalf of, Acquisition).

Section 2.6. Financial Statements. When delivered to Acquisition pursuant to Section 4.14 of this Agreement, (a) the audited consolidated balance sheets of the Dyn International Companies as of April 2, 2004 (the “FY2004 Balance Sheet”) and March 28, 2003, and the related consolidated statements of income (the “FY2004 Income Statement”), stockholders’ equity and cash flows for each of the fiscal years ended April 2, 2004 and March 28, 2003 (the “Audited Financial Statements”); (b) the unaudited consolidated balance sheets of the Dyn International Companies as of October 1, 2004 and September 26, 2003 and the related consolidated statements of income, stockholders’ equity and cash flows for each of the six months then ended (the “Interim Financial Statements”), and (c) the unaudited capsule income statement data for the twelve months ended November 30, 2004 (the “November 2004 Data” and, together with the Interim Financial Statements and the Audited Financial Statements, the “Financial Statements”), (i) shall have been prepared in accordance with the books and records of the Dyn International Companies, as adjusted to give effect to the consummation of the Internal Alignment Transactions; (ii) shall have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as may be indicated in the report of the Auditors or in the notes thereto), subject, in the case of the Interim Financial Statements and November 2004 Data, to year-end adjustments and the absence of certain footnote disclosures; and (iii) shall present fairly the financial position and results of operations of the Dyn International Companies at and for the fiscal periods indicated therein.

Section 2.7. Absence of Certain Changes or Events. Except as (i) disclosed in the filings of CSC with the Securities and Exchange Commission (the “Commission”) between June 15, 2004 and the date hereof (the “CSC SEC Filings”) pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) set forth on

9

Schedule 2.7 or (iii) as contemplated by this Agreement, since April 2, 2004, (a) the Dyn International Companies and, to the knowledge of CSC and the Seller, each of the Joint Ventures, have conducted their respective businesses in the ordinary course of business consistent with past practices and (b) there has not occurred any Company Material Adverse Effect.

Section 2.8. Compliance with Laws; No Default.

(a) Each of the Dyn International Companies holds all permits, licenses, certificates, approvals, franchises or other governmental authorizations necessary in the United States to the ownership of its properties or to the conduct of its business as presently conducted and at each location in the United States where such business is being conducted, other than such permits, licenses, certificates, approvals, franchises or other governmental authorizations which the failure to hold would not, individually or in the aggregate, result in a Company Material Adverse Effect (the “Permits”), except that no representation or warranty is made in this Section 2.8 with respect to Environmental Permits (as defined in Section 2.12 below) or with respect to the matters set forth in Sections 2.1, 2.2 or 2.20. Except as set forth on Schedule 2.8(a), (i) all such Permits are in full force and effect and are validly held by a Dyn International Company, (ii) the Dyn International Companies are in material compliance with the terms of such Permits and the Dyn International Companies have not engaged in any activity that would cause or permit the revocation of or suspension of any such Permit, (iii) none of the Dyn International Companies has received any written warning or notice from or on behalf of any Governmental Entity that remains unresolved regarding any default by the Dyn International Companies or the revocation or suspension of any such Permit, (iv) none of such Permits will be subject to any suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the Ancillary Agreements by CSC and the Seller or the consummation by CSC and the Seller of the transactions contemplated hereby and thereby. Except as set forth in Schedule 2.8(a) ), none of the Dyn International Companies is in material default under or in material violation of (i) any order of any Governmental Entity or arbitration board or tribunal or (ii) any Law, including the Foreign Corrupt Practices Act of 1977, as amended.

(b) Except as set forth on Schedule 2.8(b), no violation of, default or event of default under, loss of benefit under, or right to terminate or accelerate (a “Violation”) exists with respect to (and no event has occurred which, with notice or the lapse of time or both, would constitute a Violation of) any term, condition or provision of (i) the certificate or articles of incorporation or by-laws (or other organizational documents) of the Dyn International Companies, or (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation or commitment, instrument or license to which the any of the Dyn International Companies is now a party or by which any of the Dyn International Companies or any of their respective properties or assets is bound except in the case of (i) and (ii) for Violations which, individually or in the aggregate, would not be reasonably likely to result in a Company Material Adverse Effect.

Section 2.9. Litigation. Other than as set forth on Schedule 2.9, no action, suit, investigation, claim or judicial, legal, administrative, arbitral or other proceeding (each, a “Proceeding”) is pending against any of the Dyn International Companies or, to the knowledge of CSC and the Seller, the Joint Ventures or their respective properties, before any Governmental

10

Entity or arbitration board or tribunal, either alone or together with other related actions, that (i) if adversely determined, could reasonably be expected to result in damages in excess of $5 million or (ii) requests material injunctive relief, and, to the knowledge of CSC and the Seller, no Proceeding meeting the requirements of the foregoing clauses (i) or (ii) that could reasonably be expected to be adversely determined has been threatened. Except as publicly disclosed in the CSC SEC Filings or as set forth on Schedule 2.9, none of the Dyn International Companies or, to the knowledge of CSC and the Seller, the Joint Ventures, is subject to any outstanding Judgment which, individually or in the aggregate, would be reasonably likely to result in a Company Material Adverse Effect. With respect to Proceedings disclosed in the CSC SEC Filings filed between June 15, 2004 and the date of this Agreement, there have not been any material developments with respect thereto, except as disclosed in the CSC SEC Filings filed prior to the date of this Agreement.

Section 2.10. Material Contracts.

(a) Schedule 2.10(a) sets forth a true and complete list of all Contracts of the following nature that are to be performed in whole or in part by any Dyn International Company (or under which such Dyn International Company may have a material contingent obligation to be performed) at or after the date of this Agreement (collectively with the DI Transferred Contracts (as hereinafter defined) and the DTSAS Government Contracts (as hereinafter defined), but excluding the Excluded Contracts (as hereinafter defined), the “Material Contracts”):

(i) each Contract of the Dyn International Companies that would have been required to be filed as an exhibit to an annual report of DI on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K of the Securities Act were DI (x) the ultimate parent company of all of the Dyn International Companies and (y) subject to the requirements of Section 13 or Section 15(d) of the Exchange Act as of the date hereof;

(ii) Contracts that materially restrict any of the Dyn International Companies from competing in any line of business or with any person in any geographical area, other than the “teaming” agreements entered into in connection with joint bids for Contracts and which only impose restrictions relating to such bid or Contract;

(iii) (A) Contracts to which any of the Dyn International Companies is a party involving (1) the acquisition, merger or purchase of all or substantially all of the assets or business of any person involving aggregate consideration of $10 million or more, (2) the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $5 million or more, or (3) the grant to any person of any preferential rights to purchase any material amount of its assets and (B) Contracts under which any of the Dyn International Companies may have any continuing indemnification obligation or any other contingent liability that could reasonably be expected to exceed $5 million (except, in the case of both (A) and (B) above, customer Contracts entered into in the ordinary course of business consistent with past practice);

11

(iv) Contracts involving the receipt of, or payment by, any Dyn International Company of amounts in excess of $10 million per Contract during the current fiscal year of the Dyn International Companies or $50 million over the remaining life of such Contract;

(v) Contracts (including loan agreements, credit agreements, notes, bonds, mortgages or other agreements, indentures or instruments) to which any of the Dyn International Companies is a party, relating to the borrowing of money, letters of credit, capital lease obligations, or interest rate or currency hedging activities;

(vi) Contracts to which any of the Dyn International Companies is a party that require such company to indemnify another person for any material Environmental Claim or any other material liability or cost with respect to any Environmental Law;

(vii) Contracts to which any of the Dyn International Companies is a party that would prohibit or delay any of the transactions contemplated by this Agreement;

(viii) union Contracts and collective bargaining agreements required to be set forth on Schedule 2.11(d);

(ix) employment and consulting Contracts required to be disclosed to Acquisition pursuant to Section 2.11(g)(ii) or (iii);

(x) Contracts providing for indemnification of any officer or director of any of the Dyn International Companies that are required to be set forth on Schedule 2.16(a);

(xi) joint venture, partnership, limited liability company or other Contracts involving a sharing of profits, losses, costs, or liabilities by the Dyn International Companies with any other person or relating to any ownership or equity interest of the Dyn International Companies with respect to any Joint Venture identified on Schedule 2.2(a) ; and

(xii) Contracts not otherwise described in any of clauses (i) through (xi) above that are material to the Dyn International Companies, taken as a whole.

(b) Schedule 2.10(b) sets forth a true and complete list of all Contracts to which CSC or any of its Subsidiaries (other than the Dyn International Companies) is a party or is otherwise bound that are scheduled to be transferred to the Dyn International Companies pursuant to the Internal Alignment Transactions (the “DI Transferred Contracts”).

(c) Schedule 2.10(c) sets forth a true and complete list of all Contracts that CSC or any of its Subsidiaries have transferred to DTSAS or Dyn Marine prior to the date of this Agreement that any Governmental Entity may require a novation following the date hereof (the “DTSAS Government Contracts”).

12

(d) Schedule 2.10(d) sets forth a true and complete list of all Contracts to which any of the Dyn International Companies is a party or are otherwise bound that are currently expected to be transferred to CSC or an affiliate thereof pursuant to the Internal Alignment Transactions (the “Excluded Contracts”).

(e) Each Material Contract is valid and binding on the Dyn International Company party thereto and is in full force and effect, and such Dyn International Company and, to the knowledge of CSC and the Seller, each other party thereto, has performed in all material respects all obligations required to be performed by it to date under such Material Contract. Except as set forth on Schedule 2.10(e), since April 2, 2004, none of CSC, the Seller or the Dyn International Companies has received written notice of any material violation or default under any Material Contract by the Dyn International Companies, as the case may be, nor do CSC or the Seller have any knowledge of any such violation or default by any other party to a Material Contract. Original or true, correct and complete copies of all Material Contracts have been made available to Acquisition.

(f) With respect to each of the Joint Ventures, CSC and the Seller have disclosed and made available to Acquisition original or true, correct and complete copies of all Contracts to which the any of the Dyn International Companies or any of the Joint Ventures is a party that contain any change in control provisions that may be triggered as a result of the transactions contemplated by this Agreement, put options or call options related to the interests in the Joint Venture, rights of first refusal or other similar provisions or any provisions that are reasonably likely to affect the ability of Acquisition together with the remaining co-owners of each such entity, to direct and control such entity’s business operations as a result of the consummation of the transactions contemplated hereby. Except as set forth on Schedule 2.10(f), to the knowledge of CSC and the Seller, no Joint Venture has any material liability for which the Dyn International Companies may be held liable.

Section 2.11. Employee Benefit Plans; Labor Matters.

(a) Schedule 2.11(a) lists all material “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”), and all material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance employment, change-in-control, employee loan and other similar fringe or employee benefit plans, programs or arrangements, and any severance agreements, written or otherwise that, as of the Closing Date, will be maintained, sponsored or contributed to by any one of the Dyn International Companies (including, for the avoidance of doubt, the Bifurcated Plans) for the benefit of (A) current employees (the “U.S. Employees”) of any Dyn International Company that is a U.S. entity or (B) Terminated U.S. Employees (as defined in Section 4.8(d) below) (collectively, the “Employee Plans”). CSC and the Seller have made available to Acquisition in respect of each Employee Plan a copy of (A) the most recent plan document and all amendments thereto (including, in the case of any Employee Plan not set forth in writing, a written description thereof), any related trust document, and any adoption agreement, (B) the most recent summary plan description, and (C) the most recent service agreement and most current insurance policy or contract.

13

(b) Schedule 2.11(b)(i) lists all material welfare, retirement, bonus, or other benefit plans or programs, whether sponsored by the Dyn International Companies or required by law, as well as all foreign collective bargaining, Works Council or similar labor agreements (the “Foreign Benefit Plans”) in which, as of the Closing Date, employees (the “Non-U.S. Employees”) of the Dyn International Companies that are not U.S. entities participate or by which the Non-U.S. Employees are covered. Schedule 2.11(b)(i) also lists the employee policies and practices applicable to the Non-U.S. Employees. Except as set forth on Schedule 2.11(b)(ii), none of the Dyn International Companies maintains any Employee Plan that is subject to any law, regulation, or jurisdiction outside the United States. Except as set forth on Schedule 2.11(b)(iii), (i) all Foreign Benefit Plans have, in all material respects, been established, maintained and administered in compliance with their terms and all applicable statutes, laws, ordinances, rules, orders, decrees, judgments, writs and regulations of any controlling Governmental Entity; (ii) all Foreign Benefit Plans that are required to be funded are fully funded, and with respect to all other Foreign Benefit Plans, adequate reserves therefor have been established on the accounting statements of the applicable Dyn International Company in accordance with GAAP as of the Closing Date; and (iii) no material liability or obligation, including but not limited to any severance obligation, of any of the Dyn International Companies exists, or is reasonably expected to exist, as a result of the transactions contemplated by this Agreement.

(c) Except as disclosed on Schedule 2.11(c), (i) none of the Dyn International Companies has an obligation to provide for continuing health benefits or coverage for U.S. Employees or Terminated U.S. Employees under any Employee Plan except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); (ii) none of the Employee Plans is a Multiemployer Plan, a “multiple employer plan” as such term is defined in Section 4063 or 4064 of ERISA, or subject to Title IV of ERISA; (iii) no officer, director or employee of any of the Dyn International Companies has committed a material breach of any responsibility or obligation imposed upon fiduciaries by Title I of ERISA with respect to any Employee Plan; (iv) all Employee Plans are in compliance in all material respects both with their terms and with the requirements prescribed by all Laws currently in effect with respect thereto, and the Dyn International Companies have performed all material obligations required to be performed by them under, are not in any material respect in default under or in violation of, and have no knowledge of any material default or violation by any other party with respect to, any of the Employee Plans; (v) each Employee Plan that is intended to qualify under Section 401(a) of the Code and each trust that is intended to qualify under Section 501(a) of the Code has received a determination letter from the Internal Revenue Service (“IRS”) that each such plan and trust is so qualified, an application for such letter timely has been filed and is currently pending before the IRS, or the remedial amendment period or other applicable period to file such an application has not yet expired, and no event has occurred and no condition or circumstance existed or exists that reasonably may be expected to result in the disqualification of such Employee Plan that may not be corrected through the IRS Employee Plans Compliance Resolution System (or successor thereto); (vi) other than routine claims for benefits, there is no action, suit or claim pending or, to the knowledge of CSC and the Seller, threatened, involving any Employee Plan by any person against such Employee Plan or any of the Dyn International Companies, and, to the knowledge of CSC and the Seller, no facts or circumstances exist that could give rise to any such action, suit or claim; (vii) there is no ongoing, pending or, to the knowledge of CSC and the Seller, threatened claim, investigation,

14

audit or other administrative proceeding involving any Employee Plan by the Department of Labor, the Pension Benefit Guaranty Corporation (the “PBGC”), or any other Governmental Entity; (viii) except as set forth on Schedule 2.11(c)(viii), each of the Employee Plans that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA can be terminated by the Dyn International Companies upon thirty (30) days notice to participants; (ix) with respect to any Employee Plan that is a “group health plan” as such term is defined in Section 5000(b)(i) of the Code, the Dyn International Companies have complied in all material respects with the provisions of Part 6 of Title I of ERISA and Sections 4980B, 9801, 9802, 9811 and 9812 of the Code; (x) to the knowledge of CSC and the Seller, no event has occurred and no condition exists that would subject any of the Dyn International Companies, either directly or by reason of their affiliation with any member of their “Controlled Group” (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code), to any tax, fine, lien, penalty or other liability imposed by ERISA or the Code; (xi) for each Employee Plan with respect to which a Form 5500 has been filed, no material change has occurred with respect to the matters covered by the most recent Form since the date thereof; and (xii) no prohibited transaction (within the meaning of Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Employee Plan of which CSC or the Seller have knowledge or reasonably could be expected to know.

(d) Except as disclosed on Schedule 2.11(d), with respect to any Multiemployer Plan to which any of the Dyn International Companies or any member of their Controlled Group has any liability or contributes (or has at any time contributed or had an obligation to contribute), to the knowledge of CSC and the Seller: (i) none of the Dyn International Companies has incurred any material withdrawal liability under Title IV of ERISA as of the Closing Date that remains unsatisfied or would be subject to such liability if, as of the Closing Date, any of the Dyn International Companies or any member of their Controlled Group were to engage in a complete withdrawal (as defined in Section 4203 of ERISA) or partial withdrawal (as defined in Section 4205 of ERISA) from any such Multiemployer Plan; and (ii) no such Multiemployer Plan is in reorganization or insolvent (as those terms are defined in Sections 4241 and 4245 of ERISA, respectively).

(e) Except as set forth on Schedule 2.11(e), none of the U.S. Employees is covered by any collective bargaining agreement or other labor agreement with any union, labor organization, employee group or association or works council (each, a “Labor Organization”) or is subject to any work rules or practices agreed to with any Labor Organization and, to the knowledge of CSC and the Seller, there has not been any material activity or proceeding of any Labor Organization to organize any such U.S. Employees. Except as set forth on Schedule 2.11(e), in connection with the U.S. Employees: (i) there are no unfair labor practice charges or complaints against the Dyn International Companies pending before the National Labor Relations Board; (ii) there are no labor strikes, slowdowns or stoppages actually pending or, to the knowledge of CSC and the Seller, threatened against or affecting the Dyn International Companies; (iii) there are no representation claims or petitions pending before the National Labor Relations Board or any other Governmental Entity regarding the Dyn International Companies; (iv) there are no material pending grievances and there are no material arbitration proceedings against the Dyn International Companies that arose out of or under any collective bargaining agreement or other labor agreement; (v) to the knowledge of CSC and the Seller, no material charges or complaints with respect to or relating to the Dyn International Companies are

15

pending before, the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (vi) except for matters that have been resolved, none of the Dyn International Companies has received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Dyn International Companies; and (vii) no Proceedings that CSC or the Seller reasonably believe may result in material liabilities are pending against the Dyn International Companies in any forum by or on behalf of any U.S. Employee or Terminated U.S. Employee, any applicant for employment or director of the Dyn International Companies alleging that the Dyn International Companies engaged in any conduct that constitutes, or could reasonably be expected to constitute, a breach of any express or implied contract of employment, any laws governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship and, to the knowledge of CSC and the Seller, no such Proceedings that would reasonably be regarded by CSC or the Seller to result in a Company Material Adverse Effect have been threatened in writing.

(f) Except as set forth on Schedule 2.11(f), during the past 90 days, none of the Dyn International Companies has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”)) or (ii) a “mass layoff” (as defined in the WARN Act), nor has any of the Dyn International Companies been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar Law that will have resulted in a Company Material Adverse Effect. The Dyn International Companies do not expect to incur any material liability under the WARN Act prior to the consummation of the transactions contemplated by this Agreement.

(g) CSC and the Seller have made available to Acquisition (i) a schedule listing all officers and members of senior management of the Dyn International Companies including each individual’s job title, current salary and target bonus; (ii) copies of all employment agreements with officers and members of senior management of the Dyn International Companies; (iii) copies of all agreements with any former employee of the Dyn International Companies obligating any of the Dyn International Companies to make annual cash payments after the Closing Date in an aggregate amount exceeding $100,000; (iv) copies (or descriptions) of all current and proposed severance agreements, programs and policies of each of the Dyn International Companies with or relating to its employees; and (v) copies of all plans, programs, agreements and other arrangements of each of the Dyn International Companies with or relating to its employees that contain change in control or other provisions that may be triggered as a result of the transactions contemplated by this Agreement. CSC and the Seller previously have delivered to Acquisition a list of all individuals who hold employee options to purchase the capital stock of CSC, along with the number of options held by each such individual and the number of such options that are vested, in each case as of the date indicated therein.

Section 2.12. Environmental Laws and Regulations. Except as described on Schedule 2.12:

(a) To the knowledge of CSC and the Seller, the Dyn International Companies are in material compliance with Environmental Laws with respect to both their operations and Real Property;

16

(b) The Dyn International Companies have obtained and possess all material Permits which are required under Environmental Laws of the United States to operate the facilities and conduct its business as it is presently conducted (collectively, the “Environmental Permits”) and are in material compliance with all such Environmental Permits;

(c) No loss of any Environmental Permit is pending, or, to the knowledge of CSC and the Seller, threatened, except for the normal expiration in accordance with the terms thereof;

(d) Neither CSC nor the Seller has knowledge or notice of any threatened or pending material Environmental Claim against the Dyn International Companies that involve any Real Property or facility of the Dyn International Companies;

(e) To the knowledge of CSC and the Seller, no material Environmental Claims are pending against any Seller or the Dyn International Companies related to any facilities that may have received Hazardous Materials generated, transported or for which disposal was arranged by the Dyn International Companies;

(f) To the knowledge of CSC and the Seller, there has been no Release at any of the Real Property or, to the knowledge of CSC and the Seller, at any off-site treatment, storage or disposal facility which received Hazardous Materials generated, transported or for which disposal was arranged by the Dyn International Companies, which is reasonably likely to result in material Environmental Liabilities;

(g) To the knowledge of CSC and the Seller, CSC and the Seller have made available to Purchaser true and complete copies of all Environmental Permits, and all environmental reports, studies, investigations, and site assessments affecting the business of the Dyn International Companies or any of the Real Property, facilities or operations that are in possession of CSC or the Seller; and

(h) To the knowledge of CSC and the Seller, none of the items listed on Schedule 2.12 is reasonably likely to result in a Company Material Adverse Effect.

(i) For purposes of this Agreement, the terms below shall have the following meanings:

“Environmental Claim(s)” shall mean any complaint, summons, citation, notice, demand, directive, order, claim, litigation, investigation, notice of violation, judicial or administrative proceeding, judgment, letter or other written communication by or from any Governmental Entity or any third party relating to actual or alleged (i) violations of Environmental Laws, (ii) Releases or threatened Releases of Hazardous Materials from or at any properties presently or formerly owned or operated by the Dyn International Companies, or from or at any facilities which received Hazardous Materials used, handled, generated, transported or disposed of by the Dyn International Companies, or (iii) personal injury (including wrongful death) or property damage (real or personal) arising out of exposure to Hazardous Materials used, handled, generated, transported or disposed by the Dyn International Companies.

17

“Environmental Law(s)” shall mean the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. 9601 et seq., as amended; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. 6901 et seq., as amended; the Clean Air Act (“CAA”), 42 U.S.C. 7401 et seq., as amended; the Clean Water Act (“CWA”), 33 U.S.C. 1251 et seq., as amended; the Occupational Safety and Health Act (“OSHA”), 29 U.S.C. 655 et seq., and any other Laws relating to or imposing liability or establishing standards of conduct for protection of health and the environment.

“Environmental Liabilities” shall mean any monetary obligations, losses, liabilities (including strict liability), damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable out-of-pocket fees, disbursements and expenses of counsel, out-of-pocket expert and consulting fees, and out-of-pocket costs for environmental site assessments, remedial investigations and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any Environmental Claim.

“Hazardous Materials” shall include (a) any element, compound, or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substances, extremely hazardous substance or chemical, hazardous waste, medical waste, biohazardous or infectious waste, special waste, or solid waste under Environmental Laws; (b) petroleum, petroleum-based or petroleum-derived products; (c) polychlorinated biphenyls; (d) any waste exhibiting a hazardous waste characteristic including corrosivity, ignitibility, toxicity or reactivity, as well as any radioactive or explosive materials; and (e) any raw materials containing Hazardous Materials including asbestos, provided that Hazardous Materials shall not include (i) asbestos-containing materials except for asbestos-containing materials that are known by a Seller Party to be damaged and friable at the time of Closing, (ii) radon gas or (iii) naturally occurring substances.

“Release” shall have the meaning ascribed to that term under CERCLA (42 U.S.C. § 9601(22)) or any other Environmental Law.

Section 2.13. Taxes.

(a) Except as set forth on Schedule 2.13(a), each of the Dyn International Companies has (i) timely filed all Tax Returns required to be filed by it, which Tax Returns were true, correct and complete in all material respects, (ii) timely paid all material Taxes that are due and payable by it (other than Taxes that are being contested in good faith by appropriate proceedings), and (iii) complied in all material respects with all Laws relating to the payment and withholding of Taxes and has timely withheld from employee wages and paid over to the proper Governmental Entities all material amounts required to be so withheld and paid over.

(b) Except as set forth on Schedule 2.13(b), there is no deficiency, claim, audit, action, suit, proceeding or investigation now pending or, to the knowledge of CSC and the Seller, threatened against or with respect to any of the Dyn International Companies in respect of any Taxes.

18

(c) Except as set forth on Schedule 2.13(c), none of the Dyn International Companies has participated in an international boycott within the meaning of Section 999 of the Code.

(d) Schedule 2.13(d) sets forth a list of all foreign jurisdictions in which, to the knowledge of CSC and the Seller, any of the Dyn International Companies is subject to Tax, is engaged in business or has a permanent establishment.

(e) Except as set forth on Schedule 2.13(e), none of the Dyn International Companies has executed or entered into with the IRS or any taxing authority (i) any agreement or other document extending or having the effect of extending the period for assessment or collection of any Tax for which any of the Dyn International Companies would be liable, which period has not since expired, or (ii) a closing agreement pursuant to Section 7121 of the Code, or any predecessor provision thereof or any similar provision of foreign, state or local Tax law that relates to the assets or operations of any such company.

(f) Except as set forth on Schedule 2.13(f), none of the Dyn International Companies is a party to any agreement providing for the allocation or sharing of, or indemnification for, any material Tax.

(g) Since its formation, DI has been taxed as a disregarded entity for income tax purposes and no elections have been made or will be made prior to the Closing to treat DI as a corporation for any income tax purposes.

(h) There are no liens on any of the assets of the Dyn International Companies that arose in connection with any failure (or alleged failure) to pay any Tax.

(i) None of the Dyn International Companies has agreed to, or is required to include in income, any adjustment pursuant to Section 481 of the Code by reason of a change in accounting method or otherwise.

(j) For purposes of this Agreement, “Tax” (and with correlative meaning, “Taxes”) shall mean all federal, state, local, foreign or other net income, gross income, gross receipt, franchise, sales, use, ad valorem, property, payroll, withholding, excise, severance, transfer, employment, alternative or add-on minimum, stamp, occupation, premium, environmental or windfall profits taxes, and other taxes, charges, fees, levies, imposts, customs, duties, licenses or other assessments, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority.

(k) For purposes of this Agreement, “Tax Return” means all returns, estimates, information statements and reports relating to Taxes required to be filed with any taxing authority.

Section 2.14. Title to Properties; Absence of Liens and Encumbrances.

(a) None of the Dyn International Companies owns any real property. Schedule 2.14(a) sets forth a true, correct and complete list of all material real property interests held by the Dyn International Companies (collectively, the “Real Property”), and includes the

19

address of the property, the name and address of the parties to any such leases, the expiration date of any such leases, the monthly rent as of the date hereof paid under any such leases and any additional rent currently payable under any such leases.

(b) With respect to the Real Property leased by the Dyn International Companies, to the knowledge of CSC and the Seller, except as otherwise provided on Schedule 2.14(b), (i) each of the agreements by which one of the Dyn International Companies has obtained a leasehold interest in such Real Property (individually, a “Lease” and collectively, the “Leases”) is in full force and effect in accordance with its respective terms and one of the Dyn International Companies is the holder of the lessee’s or tenant’s interest thereunder; (ii) there exists no material default under any Lease by the Dyn International Companies party to such Lease or (to the knowledge of CSC and the Seller) the other party thereto and, to the knowledge of CSC and the Seller, no circumstance exists which, with the giving of notice, the passage of time or both, would be reasonably likely to result in such a default; (iii) the Dyn International Companies have paid all rents and other charges to the extent due and payable under the Leases; (iv) the Dyn International Companies have not received written notice of any pending or threatened condemnation, eminent domain or similar proceedings with respect to any of the premises leased under any of the Leases; and (v) none of the Dyn International Companies hold any contractual obligations to purchase or acquire an interest in Real Property.

(c) Except as set forth on Schedule 2.14(c)(i), and except for assets disposed of in the ordinary course of business and consistent with past practice, each of the Dyn International Companies has good and valid title to all its owned assets and properties (other than the Real Property), in each case free and clear of all Liens, other than (x) Liens for taxes not yet delinquent or (y) security interests securing indebtedness not in default for the purchase price of or lease rental payments on property purchased or leased under capital lease arrangements in the ordinary course of business or (z) such imperfections and irregularities of title or Liens as do not affect the current use of the properties or assets subject thereto or affected thereby, do not subject the Dyn International Companies to any liability, or do not otherwise materially impair business operations at such properties.

Section 2.15. Intellectual Property; Software.

(a) Schedule 2.15(a)(i) lists all trademarks, service marks, internet domain names, and patents (the “Intellectual Property”) which are owned by any of the Dyn International Companies and which are Registered (as defined below) or material to their operations (collectively, the “Owned Intellectual Property”); and Schedule 2.15(a)(ii) identifies all Intellectual Property listed on Schedule 2.15(a)(i) that is to be transferred to a member of the Seller Group prior to the Closing pursuant to the Internal Alignment Transactions (the “Excluded IP Assets”). For purposes of this Agreement, no person or entity that is merely the exclusive licensee of any trademark, service mark or copyright, any application for registration thereof, any patent or application therefor, any Internet domain name, or any right under any of the foregoing will be deemed to be the owner thereof. For the purposes of this Agreement, Registered shall mean issued, registered, renewed or the subject of a pending application. For the avoidance of doubt, trademark, service mark or copyright will be deemed registered only if it is registered with a Governmental Entity.

20

(b) Schedule 2.15(b)(i) sets forth a list of the Licensed Intellectual Property (as defined below). Except as set forth on Schedule 2.15(b)(ii) (including, without limitation, any of the agreements or other documents specified therein) and Schedule 2.15(b)(iii), which lists all items of Intellectual Property that constitute Excluded IP Assets, to the knowledge of CSC and the Seller, each item of Owned Intellectual Property and each item of Intellectual Property used but not owned by any of the Dyn International Companies and material to their operations (the “Licensed Intellectual Property”) may be used by one or more of the Dyn International Companies, free and clear of any Liens, other than any obligation to pay royalties, license fees or other amounts with respect to any Licensed Intellectual Property under the license such Dyn International Company received for such Licensed Intellectual Property or other terms, conditions or restrictions of such license. Except as specified in Schedule 2.15(b)(iv) (including, without limitation, any of the agreements or other documents specified therein): (i) neither CSC, the Seller, nor any of the Dyn International Companies has received any written notice or been served any complaint (x) challenging the validity or enforceability of any Owned Intellectual Property, or (y) alleging that any person that is not one of the Dyn International Companies (a “Third Party”) has any claim thereto or interest therein, and (ii) to the knowledge of CSC and the Seller, the Owned Intellectual Property is valid and enforceable and is owned exclusively by one or more of the Dyn International Companies, free and clear of any Liens.

(c) Schedule 2.15(c)(i) lists all computer programs (other than off-the-shelf or otherwise commercially available computer programs) in current use by the Dyn International Companies and material to their operations (collectively, the “Software”) and Schedule 2.15(c)(ii) identifies all Software listed on Schedule 2.15(c)(i) that is included in the Excluded IP Assets. Except as specified in Schedule 2.15(c)(ii) or (iii) (including, without limitation, any of the agreements or other documents specified therein): each item of Software may be used by one or more of the Dyn International Companies, free and clear of any Liens, other than any obligation to pay royalties, license fees or other amounts with respect to any Software under the license such Dyn International Company received for such Software or other terms, conditions or restrictions of such license, and other than Liens that would not result in a Company Material Adverse Effect.

(d) Except as set forth on Schedule 2.15(d)(i) (including, without limitation, any of the agreements or other documents specified therein), and except for any violation of the following that would not result in a Company Material Adverse Effect: (i) neither CSC nor any Seller has received since January 1, 2002 any written notice or been served any complaint alleging (x) that a Dyn International Company is in material breach of any license under which such Dyn International Company received the right to use any Licensed Intellectual Property or Software, or (y) that a Dyn International Company is infringing or otherwise violating any trademark, service mark, copyright, trade secret or patent of any Third Party, and (ii) to the knowledge of CSC and the Seller, (w) no complaint has been filed asserting such breach or such infringement or violation, and no valid basis exists for same, (x) no Dyn International Company is in breach of any such license or is infringing any trademark, service mark, copyright, trade secret or patent of any Third Party, (y) except as set forth on Schedule 2.15(d)(ii), the consummation of the transactions contemplated hereby will not give rise to any material breach of or termination right with respect to any such license, (z) no Third Party is infringing any Owned Intellectual Property or any trade secret owned by any of the Dyn International Companies and (iii) no licensor under any license agreement pursuant to which any Dyn International Company received a license to any Licensed Intellectual Property has given the Dyn International Company notice of its intention to cancel, terminate or fail to renew.

21

(e) Except as would not be reasonably likely to result in a Company Material Adverse Effect, to the knowledge of CSC and the Seller, all Software (i) performs in accordance with the documentation or other written material used in connection with it; (ii) is in machine readable form and contains all current revisions; (iii) is free of material defects in operations; and (iv) does not contain any disabling devices.

(f) Except as would not be reasonably likely to result in a Company Material Adverse Effect, to the knowledge of CSC and the Seller, the source code for all Software that is owned by any of the Dyn International Companies (i) is sufficiently documented to enable a computer software developer of reasonable skill to understand, modify, repair, maintain, compile and otherwise utilize such Software and (ii) constitutes trade secrets that are valid and protectable and are not part of the public knowledge or literature.

Section 2.16. Insurance.

(a) Schedule 2.16(a) sets forth a list of all policies or binders of fire, casualty, liability, burglary, fidelity, workers’ compensation, vehicular, health, life and other insurance owned or maintained by CSC or one of its affiliates that are applicable to one or more of the Dyn International Companies at any time from January 1, 2002 through the date hereof (the “Insurance Policies”). True, correct and complete copies of each of the Insurance Policies have previously been delivered or made available to Acquisition (including, without limitation, copies of all material written amendments, supplements and other modifications thereto or waivers of rights thereunder). Each Insurance Policy is in full force and effect and all premiums with respect thereto are (to the extent due) currently paid. To the knowledge of CSC and the Seller, none of the Dyn International Companies has received any notice in writing of cancellation or non-renewal of any such Insurance Policy.

(b) Except as set forth on Schedule 2.16(b), with respect to each of the litigation matters set forth on Schedule 2.9, no carrier of any Insurance Policy has asserted any denial of coverage.

Section 2.17. Severance and Retention Arrangements. Except as set forth on Schedule 2.17(i), none of the Dyn International Companies is party to any retention agreement or any agreement with any employee, director, or independent contractor (i) the benefits of which (including, without limitation, severance benefits) are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Dyn International Companies of the nature of any of the transactions contemplated by this Agreement or (ii) providing severance benefits in excess of those generally available under such company’s severance policies as in effect on the date hereof (which are described on Schedule 2.11(a)), after the termination of employment or service of such employee, director, or independent contractor regardless of the reason for such termination of employment or service. Except as set forth on Schedule 2.17(ii), none of the Dyn International Companies is a party to any employment or independent contracting agreement or compensation guarantee extending for a period longer than one year from the date hereof.

22

Section 2.18. Certain Transactions; Insider Interests. Except as set forth on Schedule 2.18, there are no material transactions or arrangements between the Dyn International Companies and (i) any director or executive officer of CSC, the Seller, or any of the Dyn International Companies (other than customary employer-employee relationships) or (ii) any other person or entity controlling or under common control with a Dyn International Company (other than another Dyn International Company). To the knowledge of CSC and the Seller, no officer or director of CSC, the Seller, the Dyn International Companies has any ownership interest in any material property, real or personal, tangible or intangible, including without limitation, any Software or Intellectual Property, used in or pertaining to the business of the Dyn International Companies.

Section 2.19. Customer Relationships. Except as set forth on Schedule 2.19, other than in connection with the expiration of a Contract in accordance with its terms or in the ordinary course of business, or a customer’s decision not to exercise an available option to extend a Contract, none of the Dyn International Companies has, since March 26, 2004, lost, or been notified in writing that it will lose or suffer a material diminution in its relationship with any material customer, and, to the knowledge of CSC and the Seller, no representative of any customer has notified in writing CSC or any of its Subsidiaries that, in the event of a change of ownership of any of the Dyn International Companies such as contemplated by this Agreement, such Dyn International Company would, as a result of such change of ownership, lose or suffer a material diminution in its relationship with any material customer.

Section 2.20. Government Contracts. Except as set forth on Schedule 2.20:

(a) To the knowledge of CSC and the Seller, with respect to each and every Government Contract (as defined below) or outstanding Bid (as defined below) to which the Dyn International Companies is a party: (i) each of the Dyn International Companies has complied in all material respects with all material terms and conditions of such Government Contract or Bid, including clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) each of the Dyn International Companies has complied in all material respects with all applicable requirements of statute, rule, regulation, order or agreement with the U.S. Government pertaining to such Government Contract or Bid (including, without limitation, (A) the Truth in Negotiations Act of 1962, as amended, (B) the Service Contract Act of 1965, as amended, (C) the Contract Disputes Act of 1978, as amended, (D) the Office of Federal Procurement Policy Act, as amended, (E) the Federal Acquisition Regulations or any applicable agency supplement thereto, (F) the Cost Accounting Standards, (G) the Defense Industrial Security Manual (DOD 5220.22-M), and (H) the Defense Industrial Security Regulation (DOD 5220.22-R) or any related security regulations); (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Bid were current, accurate and complete as of their effective date, and each of the Dyn International Companies has complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government, nor any prime contractor, subcontractor or any other person has notified any of the Dyn International Companies, in writing, that any of the Dyn International Companies has breached or violated any Law pertaining to such Government Contract or Bid that is reasonably likely to result in a Company Material Adverse Effect; (v) no termination for convenience, termination for default, cure notice or show cause notice has been issued and not resolved or cured; (vi) no material cost incurred by the Dyn International

23

Companies has been questioned in writing or disallowed since March 28, 2003 other than those which have been resolved; and (vii) no money due to any of the Dyn International Companies pertaining to such Government Contract has been withheld or offset nor has any claim been made to withhold or offset money (other than retainages as provided for in the applicable Government Contract).

(b) To the knowledge of CSC and the Seller, none of the Dyn International Companies nor any of their respective affiliates, directors, officers or employees is (or for the last three years has been) under administrative, civil or criminal investigation, indictment or information or audit (other than routine audits) with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid and none of the Dyn International Companies nor any of their respective affiliates, directors, officers, employees, agents or consultants has made a Voluntary Disclosure pursuant to the Department of Defense Fraud Voluntary Disclosure Program with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid. To the knowledge of CSC and the Seller, in the past two years, none of the Dyn International Companies has submitted any materially inaccurate, untruthful, or misleading cost or pricing data relating to a Bid or Government Contract, and none of the Dyn International Companies has submitted any materially inaccurate, untruthful, or misleading certification included within or relating to any Bid (including any required updates).

(c) To the knowledge of CSC and the Seller, (i) neither the U.S. Government nor any prime contractor, subcontractor, vendor or any third party has asserted any material claim or initiated any dispute proceeding against any of the Dyn International Companies with respect to any material claim and (ii) none of the Dyn International Companies has asserted any material claim or initiated any dispute proceedings, directly or indirectly against any such party, concerning (in each case) any Executory Government Contract or Bid.

(d) None of the Dyn International Companies nor, to the knowledge of CSC and the Seller, any of their respective affiliates, directors, officers or employees is (or at any time during the last five years has been) suspended or debarred from doing business with the U.S. Government or has been declared nonresponsible or ineligible for U.S. Government contracting. To the knowledge of CSC and the Seller, there are no matters pending that are believed reasonably likely to lead to the institution of suspension or debarment proceedings against any of the Dyn International Companies. Excepted as identified in Schedule 2.20(d), none of the Dyn International Companies has, within the past three years, been terminated for default under any Government Contract.

(e) To the knowledge of CSC and the Seller, each of the Dyn International Companies possesses all necessary security clearances and Permits for the execution of its obligations under any Executory Government Contract. Each of the Dyn International Companies has the proper procedures to conduct business of a classified nature up to the level of its current clearances. Each of the Dyn International Companies is in compliance in all material respects with applicable agency security requirements, as appropriate, and has in place proper procedures, practices and records to maintain security clearances necessary to perform its current contracts.

24

(f) To the knowledge of CSC and the Seller, each Dyn International Company’s cost accounting system is in material compliance with applicable regulations (including the Federal Acquisition Regulations) and has not been determined by any Governmental Entity not to be in compliance with the requirements of the Federal Cost Accounting Standards in any material respect. Each Dyn International Company has reached agreement with the cognizant government representatives approving and “closing” all indirect costs charged to Government Contracts for 1998, 1999 and 2000, and those years are closed.

(g) For all purposes of this Agreement,

“Bid“ means any quotation, bid or proposal by the Dyn International Companies which, if accepted or awarded, would lead to a Contract with the U.S. Government or any other entity, including a prime contractor or a higher tier subcontractor to the U.S. Government, for the design, manufacture or sale of products or the provision of services by the Dyn International Companies.

“Executory Government Contract” means a Government Contract that has not been closed by the U.S. Government, such prime contractor or such subcontractor, as appropriate, and is actively being performed by the Dyn International Companies.

“Government Contract” means any prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, letter contract, purchase order, delivery order, task order, grant, cooperative agreement, Bid, change order, arrangement or other commitment or funding vehicle of any kind relating to the business of the Dyn International Companies between the Dyn International Companies and (i) the U.S. Government, (ii) any prime contractor to the U.S. Government or (iii) any subcontractor with respect to any contract described in clause (i) or (ii).

Section 2.21. Brokers. No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission from Parent or Acquisition (or their respective affiliates or Subsidiaries) or from the Dyn International Companies in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of CSC, the Seller, the Dyn International Companies or any of their respective affiliates.

Section 2.22. Investment Experience. DynCorp acknowledges that it can bear the economic risk and complete loss of its investment in the Acquisition Preferred Stock and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

Section 2.23. Investment Purpose; Accredited Investor. DynCorp is acquiring the Acquisition Preferred Stock for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. DynCorp is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Section 2.24. Books and Records. The minute books of the Dyn International Companies, copies of which have been made available to Acquisition, contain true copies of the

25

minutes of all meetings and consents in lieu of meetings of their respective board of directors and any committees thereof (or persons performing similar functions) and their respective shareholders) which have taken place prior to the date hereof and do not relate to the transactions contemplated hereby (or any similar transaction).

Section 2.25. Affiliate Transactions. Except for this Agreement, the Ancillary Agreements or as set forth on Schedule 2.25, (i) the Dyn International Companies are not party to any Contract with any member of the Seller Group (excluding each of the Dyn International Companies), and (ii) after the Closing no member of the Seller Group, will provide any services or products to the Dyn International Companies.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

OF ACQUISITION

Acquisition represents and warrants to CSC and the Seller that:

Section 3.1. Organization; Qualification. Acquisition is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate or other power and authority to own or lease and operate its properties and assets and to carry on its business as it is now being conducted. Acquisition has heretofore made available to CSC and the Seller accurate and complete copies of the certificate of incorporation and bylaws, as currently in effect, of Acquisition. Acquisition is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, result in an Acquisition Material Adverse Effect. As used herein, “Acquisition Material Adverse Effect” shall mean any Effect, individually or in the aggregate, that has had or is reasonably likely to have a material adverse effect on (i) the business, operations, properties, assets, condition (financial or other) or operating results of Acquisition, or (ii) the ability of Acquisition to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

Section 3.2. Capitalization of Acquisition.

(a) Acquisition’s authorized and outstanding capital stock is as set forth in Schedule 3.2(i). All of Acquisition’s issued and outstanding capital stock is, upon the Closing the Initial Stock Component will be, and any additional Acquisition Preferred Stock issued in accordance with Section 1.3, if any, will be, duly authorized, validly issued, fully paid, nonassessable and free and clear of any and all Liens and, except as provided in the Certificate of Designations, preemptive rights (and no such capital stock has been or will have been issued in violation of preemptive or other rights). Except for Acquisition’s commitment to issue the Stock Component to DynCorp in accordance with the terms of this Agreement, as provided in the Certificate of Designations or as set forth on Schedule 3.2(ii), no subscription, warrant, option, call, convertible security, stock appreciation or other right (including any preemptive or similar

26

right), agreement or commitment (contingent or other) (x) to issue, sell, transfer, register under the Securities Act, repurchase, redeem or otherwise acquire, any capital stock, equity securities or voting securities of Acquisition or any interest therein or securities convertible into or exercisable or exchangeable for capital stock or equity or voting securities of Acquisition or (y) that restricts the transfer of any shares of capital stock or equity or voting securities of Acquisition, is authorized or outstanding or otherwise binding upon Acquisition or any of its Subsidiaries or affiliates, and there is not any commitment of Acquisition or any of its Subsidiaries or affiliates to distribute to holders of any class of Acquisition’s capital stock or equity or voting securities any evidences of indebtedness or assets. Neither Acquisition nor any of its Subsidiaries or affiliates has any obligation (contingent or other), except as provided in the Certificate of Designations or as set forth on Schedule 3.2(iii), to pay any dividend or make any other distribution in respect of Acquisition’s capital stock or voting or equity securities. Acquisition is not a party to or aware of any agreement relating to the holding, voting or disposition of any shares of capital stock or equity or voting securities of Acquisition.

(b) Upon consummation of the Closing, Acquisition will be capitalized with not less than $150 million of preferred and common equity (excluding the Stock Component), and the aggregate indebtedness for borrowed money for Acquisition and its Subsidiaries will not exceed $800 million.

Section 3.3. Authority Relative to this Agreement. Acquisition has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the execution and filing of the Certificate of Designations and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Acquisition Preferred Stock) have been duly and validly authorized by the board of directors of Acquisition, and no other corporate proceedings on the part of Acquisition or any of its Subsidiaries or affiliates are necessary to authorize this Agreement or the Ancillary Agreements or the execution and filing of the Certificate of Designations or to consummate the transactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements have been or will be duly and validly executed and delivered by Acquisition and, assuming due and valid authorization, execution and delivery thereof by CSC and the Seller, constitutes a valid, legal and binding agreement of Acquisition, enforceable against Acquisition in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Section 3.4. Noncontravention; Consents and Approvals.

(a) The execution and delivery of this Agreement (and the Ancillary Agreements) by Acquisition does not (will not) and the consummation by Acquisition of the transactions contemplated hereby (and thereby) (including, without limitation, the execution and filing of the Certificate of Designations) will not (i) conflict with any provision of the articles of incorporation or bylaws of Acquisition or any of its Subsidiaries or affiliates; (ii) conflict with or

27

result (with the giving of notice or the lapse of time or both) in any violation of or default or loss of a benefit under, or permit the acceleration or termination of any obligation under, any material loan or credit agreement, note, bond, mortgage, indenture, lease or other material agreement, obligation or commitment, instrument or license, (iii) violate any Law or Judgment applicable to Acquisition or its properties; or (iv) result in the creation or imposition of any Lien upon any asset of Acquisition, except in the case of clauses (ii) and (iii) above, such as would not, individually or in the aggregate, result in an Acquisition Material Adverse Effect.

(b) No consent, approval, order or authorization of, or declaration, registration or filing with, or notice to, any Governmental Entity is required to be made or obtained by Acquisition in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Acquisition or the consummation by Acquisition of the transactions contemplated hereby and thereby, except for (i) compliance by Acquisition with the HSR Act or similar statutes or regulations of foreign jurisdictions, (ii) the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, (iii) any compliance as may be required by any applicable federal or state securities or “blue sky” laws; (iv) such consents, approvals, orders, authorizations, declarations, registrations, filings or notices which may be required because of the nature or business of CSC or the Seller; and (v) such consents, approvals, orders or authorizations which if not obtained, or registrations, declarations or filings which if not made, would not result in an Acquisition Material Adverse Effect.

Section 3.5. No Prior Activities of Acquisition. Except for liabilities or obligations that were incurred in connection with its incorporation, its due diligence examination of the Dyn International Companies, the preparation for the transition of the corporate infrastructure services specified in Section 3.12 from the Seller Group to Acquisition, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the related financings, Acquisition has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, or entered into any Contract with any person, and, with respect to Acquisition, there have been no Acquisition Material Adverse Effects.

Section 3.6. Litigation. There is no Proceeding pending or, to the knowledge of Acquisition, threatened against or affecting Acquisition or its properties or rights, before any Governmental Entity or arbitration board or tribunal, either alone or together with other similar actions, the outcome of which would reasonably be expected to (i) result in an Acquisition Material Adverse Effect, or (ii) prevent or materially delay the consummation of the transactions contemplated hereby. Acquisition is not subject to any outstanding Judgment which would, individually or in the aggregate, result in an Acquisition Material Adverse Effect or would reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby.

Section 3.7. Brokers. No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission from Parent, Acquisition, the Dyn International Companies or their respective affiliates or Subsidiaries in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Acquisition or any of its Subsidiaries or affiliates.

28

Section 3.8. Investment Experience. Acquisition acknowledges that it can bear the economic risk and complete loss of its investment in the DI Interests and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

Section 3.9. Investment Purpose; Accredited Investor. Acquisition is acquiring the DI Interests for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. Acquisition is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Section 3.10. Insurance Separation. Acquisition acknowledges that (i) all Insurance Policies shall be retained by CSC and its affiliates (excluding, after the Closing, the Dyn International Companies) (other than those owned by the Dyn International Companies), together with all rights, benefits and privileges thereunder (including the right to receive any and all return premiums with respect thereto), except that the Dyn International Companies will have the rights in respect of Insurance Policies to the extent described in Section 4.16, (ii) neither CSC nor the Seller makes any representation or warranty regarding the ability of Acquisition, the Dyn International Companies or their respective Subsidiaries or Joint Ventures to make any claims or receive any proceeds with respect to the Insurance Policies, and (iii) from and after the Closing, Acquisition and the Dyn International Companies shall be responsible for obtaining and maintaining insurance programs for the Dyn International Companies’ and their respective Joint Ventures’ risk of loss and such insurance coverage relating thereto as may be appropriate or advisable and such insurance arrangements shall be separate and apart from CSC’s, the Seller’s and their respective affiliates’ insurance programs.

Section 3.11. Foreign Ownership and Related Matters.

(a) Acquisition is not under “foreign ownership, control or influence,” as such term is defined in the U.S. Department of Defense Industrial Security Manual for Safeguarding Classified Information.

(b) Neither Acquisition, nor to Acquisition’s knowledge, any person or entity controlled by, controlling or under common control with, or having a beneficial interest in, Acquisition, is: (i) a person or entity listed in Executive Order No. 13224 (September 23, 2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), any related enabling legislation or any other similar Executive Orders (collectively, the “Executive Order”); (ii) named on the List of Specially Designated Nationals and Blocked Persons (the “SDN List”) maintained by the U.S. Office of Foreign Asset Control (OFAC), Department of the Treasury, and/or on any other similar list (the “Other Lists” and, together with the SDN List and the Cuban Designated Nationals, the “Lists”) maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation (collectively, “OFAC Laws and Regulations”); (iii) a Cuban Designated National; or (iv) a Senior Foreign Political Figure.

(c) To Acquisition’s knowledge, Acquisition, nor any holder of a beneficial interest in Acquisition is (i) under investigation by any Governmental Entity for, or has been

29

charged with or convicted of, money laundering (18 U.S.C. §§ 1956 and 1957), drug trafficking, terrorist-related activities, or other money laundering predicate crimes or a violation of the Bank Secrecy Act (“BSA”) laws (31 U.S.C. § 5311 et. seq.) and regulations, (ii) has been assessed civil penalties under these or related laws, or (iii) has had its funds seized or forfeited in an action under these or related laws.

(d) Funds invested in Acquisition are derived from legal sources Acquisition has taken, and shall continue to take, reasonable measures appropriate to the circumstances, with respect to each of its stockholders, members, partners or other investors (collectively, the “Entity Investors”), to assure that funds invested in it by such Entity Investors are derived from legal sources. These measures will be in accordance with all applicable BSA laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations under 18 U.S.C. §§ 1956 and 1957 (collectively, “Anti-Money Laundering Laws”).

(e) From and after the Closing, Acquisition will take reasonable steps, consistent with industry practice for comparable organizations and in any event as required by law, to ensure that it is and shall be in compliance with all current and future Anti-Money Laundering Laws, and laws, regulations, and government guidance for the prevention of terrorism, terrorist financing and drug trafficking.

(f) From and after the Closing Acquisition will maintain adequate policies, procedures and controls to ensure that it is, and that each holder of any beneficial interest in it is, in compliance with all OFAC Laws and Regulations, Executive Orders and related government guidance.

Section 3.12. Corporate Infrastructure. Acquisition acknowledges that (a) the Dyn International Companies are currently units of the Seller and are not currently operating as stand-alone businesses, (b) CSC and its Subsidiaries currently provide corporate administrative, infrastructure and other services to the Dyn International Companies including, without limitation, treasury, risk management, controller’s office, internal audit, tax, human resources and employee benefits administration, legal, procurement, real estate and personal property management, and information systems services, (c) unless otherwise contracted in writing pursuant to the Ancillary Agreements or additional separate agreements, CSC and its affiliates will not provide any of these services to the Dyn International Companies after the Closing and (d) without limiting the obligations of CSC and the Seller pursuant to the Ancillary Agreements, Acquisition shall be responsible for acquiring or otherwise providing such services to the Dyn International Companies from and after the Closing.

Section 3.13. Investigation. Acquisition has conducted a review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, and technology of the Dyn International Companies and the Joint Ventures and acknowledges that it has been provided access to personnel and a data room set up for the purpose of the transactions contemplated by this Agreement. Except for the representations and warranties expressly contained in this Agreement, Acquisition acknowledges that none of CSC, the Seller, any of their affiliates or representatives, or any other person makes or has made any other express or implied representation or warranty with respect to the DI Interests, the Dyn International Companies or the Joint

30

Ventures, or otherwise or with respect to any other information provided to Acquisition, whether on behalf of CSC, the Seller or such other persons, including as to the results, success or profitability of the ownership, use, or operation of the Dyn International Companies and the Joint Ventures or their businesses or assets by Acquisition after the Closing.

ARTICLE 3A

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to CSC and the Seller that:

Section 3A.1 Organization. Parent is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware.

Section 3A.2 Authority Relative to this Agreement. Parent has the requisite partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and the performance by Parent of its obligations hereunder have been duly and validly authorized by all necessary action on the part of Parent, and no other proceedings on the part of Parent or any of its affiliates are necessary to authorize this Agreement or the performance by Parent of its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due and valid authorization, execution and delivery thereof by CSC and the Seller, constitutes a valid, legal and binding agreement of Parent, enforceable against Parent in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

ARTICLE 4

COVENANTS

Each of the following covenants and undertakings which are covenants or undertakings of CSC or the Seller to Acquisition are made on the basis that the consummation of the Internal Alignment Transactions had occurred prior to all dates relevant to such covenants and undertakings and that all references to the Dyn International Companies in any such covenants and undertakings are a reference to the Dyn International Companies after giving effect to the consummation of the Internal Alignment Transactions unless the context clearly indicates otherwise.

Section 4.1. Conduct of Business of the Dyn International Companies. Except (i) as contemplated by this Agreement and the Ancillary Agreements, (ii) as described on Schedule 4.1 or (iii) with the prior written consent of Acquisition (not to be unreasonably withheld, conditioned or delayed), during the period from the date hereof to the Closing Date, CSC and the Seller shall cause the Dyn International Companies to conduct their operations in

31

the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, and to seek to preserve intact their current business organizations, keep available the service of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them to the end that their goodwill and ongoing businesses shall be unimpaired on the Closing Date. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement or as described on Schedule 4.1, prior to the Closing Date, none of the Dyn International Companies will, without the prior written consent of Acquisition (provided, however, that no provision of this Section 4.1 shall require any Subsidiary to take any action or refrain from taking any action that would violate Law or the terms of any Contract to which such Subsidiary is a party):

(a) (i) amend its certificate of incorporation or bylaws or similar organizational documents; (ii) declare, set aside or pay any dividend or other distribution payable in stock or property with respect to its capital stock, except that any Dyn International Company or Joint Venture may declare and pay a dividend payable solely in cash or make advances or other payments in cash to its parent or any affiliate; (iii) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock or any instrument or security which consists of or includes a right to acquire such shares;

(b) transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber any assets other than in the ordinary and usual course of business and consistent with past practice, unless such transactions (i) do not exceed $2 million per transaction or $10 million in the aggregate (other than with respect to the granting of Liens on assets acquired in the ordinary course of business and in accordance with this Section 4.1) or (ii) are required by an existing Contract;

(c) acquire or publicly propose to acquire or agree to acquire (i) by merging or consolidating with, or by purchasing an equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof, other than investments in, or the formation of, Joint Ventures pursuant to any existing Contracts or in connection with any “teaming agreement” entered into in connection with bids for Contracts and not requiring a maximum investment or contribution (whether equity, debt or otherwise) by the Dyn International Companies of more than $5 million per transaction or $25 million in the aggregate, or (ii) any assets for more than $2 million, individually, or $10 million in the aggregate, except (x) purchases of assets in the ordinary course of business consistent with past practice, (y) purchases of assets for customers pursuant to the terms of customer Contracts made in the ordinary course of business consistent with past practice and (z) capital expenditures permitted under Section 4.1(g)(v);

(d) Except as required by Law (with respect to Non-U.S. Employees) or the terms of any Contract (including this Agreement) or Employee Plan:

(i) grant any increase in the compensation or fringe benefits payable or to become payable by the Dyn International Companies to any of their present or former executive officers, directors or employees, other than (A) increases made in the

32

ordinary course of business and consistent with such company’s past practices or (B) bonuses required to retain key executive and non-executive employees or independent contractors as reasonably determined in the discretion of the Dyn International Companies,

(ii) establish, enter into, adopt, terminate, amend or otherwise increase, or, except as provided therein, accelerate the payment or vesting of any benefit or amount payable or to become payable under, any Employee Plan, collective bargaining agreement or Foreign Benefit Plan other than in the ordinary course of business and consistent with such company’s past practices,

(iii) enter into any employment (other than “at will” or for a term not in excess of one year) or severance agreement with or, except in accordance with the written policies or agreements of the Dyn International Companies existing on the date hereof, grant any severance or termination pay to, any present or former executive officer, director or employee of the Dyn International Companies,

(iv) loan or advance any money or other property to any present or former executive officer, director or employee of the Dyn International Companies, or

(v) grant any equity or equity-based award, other than in the ordinary course of business and consistent with the Dyn International Companies’ past practices;

provided, however, that (1) for the avoidance of doubt, no provision of this Section 4.1(d) shall prohibit the Dyn International Companies from paying any incentive or bonus in accordance with the terms of any Employee Plan in existence as of the date hereof, or adopted in accordance with Section 4.1(d)(ii) and (2) at or immediately prior to the Closing, DI may pay the accrued portion of any annual incentive or bonus payments to the officers and managers of the Dyn International Companies;

(e) (i) except in the ordinary course of business consistent with past practice, (A) enter into new Material Contracts, (B) materially modify or amend, terminate, renew or fail to use reasonable business efforts to renew any Material Contract to which the Dyn International Companies is a party (provided that no loans or advances shall be made or extended to any customers in connection with any such new Material Contract or modification, amendment or renewal), or (C) waive, release or assign any material rights or claims therein, or (ii) enter into, materially modify or amend, or renew any Contract outside the ordinary course of business or on a basis not consistent with past practice if the dollar value of such new Contract, or existing Contract as so amended, modified, or renewed, is or would be in excess of $5 million and would have an initial term (or a renewal or extension term) greater than one year;

(f) fail to maintain with financially responsible insurance companies insurance in such amounts and against such risks and losses as is consistent with the Dyn International Companies’ past practices;

(g) (i) incur or assume any long-term debt (other than borrowings made in the ordinary course of business consistent with past practice), or except in the ordinary course of business, incur or assume any short-term indebtedness in amounts not consistent with past

33

practice; (ii) enter into any new, or extend any existing, interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement that does not expire within three months of the date of this Agreement, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person (other than (x) wholly-owned Subsidiaries of a Dyn International Company and, as provided in their operational documents, the partially-owned Subsidiaries of the Dyn International Companies listed on Schedule 4.1(g) and the Joint Ventures and (y) indemnification obligations of the Dyn International Companies under any customer Contract entered into in accordance with this Section 4.1); (iv) make any loans, advances or capital contributions to, or investments in, any other person (other than wholly-owned Subsidiaries of a Dyn International Company and, as provided in their operational or similar documents, the partially-owned Subsidiaries of the Dyn International Companies listed on Schedule 4.1(g) or the Joint Ventures) or (v) make any new capital expenditure or expenditures that exceed the aggregate amounts budgeted for such expenditures in the 2004 capital expenditure budget for the Dyn International Companies, copies of which have been made available to Acquisition;

(h) pay, discharge or satisfy any claims, actions or proceedings, other than the payment, discharge or satisfaction of any such claims, actions or proceedings in the ordinary course of business and consistent with past practice;

(i) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or convert or otherwise change its form of legal entity;

(j) materially amend, or renew, terminate or cause to be extended any lease, agreement or arrangement relating to any of its leased Real Properties or enter into any lease, agreement or arrangement with respect to any Real Property, other than (i) leases entered into or amended, renewed or extended on a month-to-month basis and (ii) leases with respect to which the lease payments thereunder do not exceed $500,000 per year per lease or $2 million for the remainder of the term per lease;

(k) enter into any agreement or arrangement with any of their respective affiliates other than such agreements and arrangements (i) between a Dyn International Company and a wholly-owned Subsidiary of the Dyn International Company or (ii) as are entered into in the usual, ordinary and regular course of business and which have been negotiated on an arm’s-length basis and are no less favorable to the Dyn International Companies than such company would have obtained from an unaffiliated third party, provided that (A) the Dyn International Companies shall have notified Acquisition in writing prior to entering into any such affiliate transaction and (B) any such agreement or arrangement does not otherwise violate any other provision of this Section 4.1;

(l) except as may be required as a result of a change in Law or in GAAP (or as required by the SEC), (i) change any of the accounting principles or practices used by it or (ii) revalue in any material respect any of its assets, including, without limitation, writing down the value of inventory or writing-off notes or accounts receivable;

34

(m) take, or agree to commit to take, any action that would be reasonably likely to (i) make any representation or warranty of CSC or the Seller contained herein inaccurate in any material respect at, or as of any time prior to, the Closing Date (ii) result in any of the conditions to the consummation of the transactions contemplated hereby set forth in Article 6 not being satisfied, or (iii) materially impair the ability of CSC, the Seller, Parent or Acquisition to consummate the transactions contemplated by this Agreement in accordance with the terms hereof or materially delay such consummation;

(n) make or change any Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, file any amended Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment or take or omit to take any other action other than in the ordinary course of business, if any such action or omission in this subsection (n) would have the effect of materially increasing the Tax liability of any Dyn International Company for any taxable periods or portions thereof after the Closing Date; or

(o) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.1(a) through 4.1(n).

Seller and Acquisition shall each designate one or more persons to serve as its primary contact person with respect to any requests by the Seller for Acquisition’s consent to any actions otherwise prohibited by this Section 4.1 and all requests and responses thereto shall be directed to such designated persons. Acquisition shall not unreasonably withhold, delay or condition any consent requested by the Seller with respect to any action otherwise prohibited by this Section 4.1. Acquisition shall work in good faith to provide a timely decision with respect to any such request and shall promptly notify the Seller following any such decision.

Section 4.2. Conduct of Business of Acquisition. Except as contemplated by this Agreement, during the period from the date hereof to the Closing Date, Acquisition will not, in each case without the prior written consent of CSC (not to be unreasonably withheld, delayed or conditioned):

(a) incur any obligation or liability (whether absolute, accrued, contingent or otherwise) or engage in any business or activity of any type or kind whatsoever or enter into any agreement or arrangement with any person, except for obligations incurred or agreements entered into in connection with the negotiation and consummation of this Agreement and the Ancillary Agreements, the transactions contemplated hereby and thereby, and the financing thereof that, individually or in the aggregate, would not result in an Acquisition Material Adverse Effect or violate the Certificate of Designations (assuming that the Certificate of Designations had been filed and the Stock Component was outstanding and held by the Seller as of the date of this Agreement);

(b) take, or agree to commit to take, any action that would be reasonably likely to (i) make any representation or warranty of Parent or Acquisition contained herein inaccurate in any material respect at, or as of any time prior to, the Closing Date, (ii) result in any of the conditions to the consummation of the transactions contemplated hereby set forth in

35

Article 6 not being satisfied, or (iii) materially impair the ability of CSC, the Seller or Acquisition to consummate the transactions contemplated by this Agreement in accordance with the terms hereof or materially delay such consummation;

(c) take, or agree to commit to take, any action that would be reasonably likely to violate the Certificate of Designations (assuming, for this purpose, that the Certificate of Designations had been filed with the Secretary of State of the State of Delaware on the date hereof); or

(d) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through 4.2(c).

Section 4.3. Access to Information.

(a) Between the date hereof and the Closing Date, CSC and the Seller will cause the Dyn International Companies to give Acquisition and its authorized representatives reasonable access to all employees, plants, offices, warehouses and other facilities and to all books and records of the Dyn International Companies and, to the extent that CSC and the Seller have the right to do so, the Joint Ventures, to permit Acquisition to make such inspections as such party may reasonably request and to cause the officers of the Dyn International Companies to furnish the other party with such financial and operating data and other information with respect to the business and properties of the Dyn International Companies as Acquisition may from time to time reasonably request. Acquisition will direct all requests for information and access to a senior executive to be designated by CSC, and shall conduct such inspections and investigations in a manner that does not unreasonably interfere with the conduct of business by CSC or its affiliates (including, without limitation, the Dyn International Companies). Notwithstanding the foregoing, neither CSC, the Seller nor the Dyn International Companies shall be required to provide any information under this Agreement (w) to the extent that any such party is legally obligated (including under any binding agreement or any Laws) to keep such information confidential or otherwise not to provide such information, (x) to the extent that such access would constitute a waiver of the attorney-client privilege or any other privilege, (y) to the extent that such access is not limited to information concerning the Dyn International Companies or (z) to the extent such information relates to Parent or Acquisition.

(b) Between the date hereof and the Closing Date, Acquisition will give CSC and its authorized representatives reasonable access to all employees, and to all books and records of Acquisition, to permit CSC to make such inspections as such party may reasonably request and to cause the officers of Acquisition to furnish the other party with such financial and operating data and other information with respect to the business and properties of Acquisition as CSC may from time to time reasonably request. CSC will direct all requests for information and access to a senior executive to be designated by Acquisition, and shall conduct such inspections and investigations in a manner that does not unreasonably interfere with the conduct of business by Acquisition. Notwithstanding the foregoing, Acquisition shall not be required to provide any information under this Agreement (w) to the extent that any such party is legally obligated (including under any binding agreement or any Laws) to keep such information confidential or otherwise not to provide such information, (x) to the extent that such access would constitute a waiver of the attorney-client privilege or any other privilege, (y) to the extent that such access is

36

not limited to information concerning the Acquisition or (z) to the extent such information relates to CSC or the Dyn International Companies; provided, however, that information concerning the Acquisition Preferred Stock shall not be excluded by this clause (z).

(c) To the extent they pertain to the Dyn International Companies and exist as of the Closing Date, the Seller or an affiliate thereof shall retain and make available to Acquisition as of the Closing Date copies of current and historical insurance policies that are in the possession of CSC or its affiliates or agents on the Closing Date, together with all open and closed claim files and historical loss runs (in available format) for three-year period preceding the Closing Date.

(d) Each of CSC and the Seller, on the one hand, and Acquisition and Parent, on the other hand, will hold, and will cause their respective consultants, agents and advisers to hold, in confidence all documents and information furnished to each of them in connection with the transactions contemplated by this Agreement pursuant to the terms applicable to CSC or Parent, as the case may be, contained in the Confidentiality Agreement, dated as of April 26, 2004 (the “Confidentiality Agreement”), between CSC and Parent.

Section 4.4. Additional Agreements; Reasonable Efforts. Subject to the terms and conditions herein provided, each of CSC and the Seller, on the one hand, and Acquisition, on the other hand, agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, (i) cooperating in the preparation and filing of any filings that may be required under the HSR Act or similar requirements of any Governmental Entity, and any amendments thereof; (ii) obtaining consents of all third parties and Governmental Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; (iii) contesting any legal proceeding relating to the sale of the DI Interests to Acquisition pursuant to this Agreement or the sale of Acquisition Preferred Stock to DynCorp pursuant to this Agreement; and (iv) executing any additional instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, Acquisition and the Seller agree to use all reasonable efforts to cause the Closing Date to occur as soon as practicable. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.

Section 4.5. Public Announcements. CSC and the Seller, on the one hand, and Parent and Acquisition, on the other hand, will consult with one another before issuing any press release or otherwise making any public statements with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by Law or by obligations pursuant to any listing agreement with the NYSE as determined by CSC and the Seller, on the one hand, and Acquisition, on the other hand.

Section 4.6. Directors’ and Officers’ Indemnification.

(a) The certificate of incorporation and bylaws (or similar organization

37

documents) of the Dyn International Companies from and after the Closing Date shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing, were directors or officers of the Dyn International Companies, unless such amendment or modification shall be required by Law.

(b) Acquisition shall, and, from and after the Closing shall cause the Dyn International Companies to, indemnify and hold harmless, and provide advancement of expenses to, all persons that shall become directors, officers or employees of Acquisition or the Dyn International Companies to the maximum extent allowed under Delaware Law for acts or omissions occurring after the Closing.

Section 4.7. Notification of Certain Matters.

(a) CSC shall give prompt written notice to Acquisition upon the discovery of (x) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty made by them in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date, (y) any material variances from the representations and warranties made by them in this Agreement, and such disclosures shall supplement the Schedules so designated in the updated disclosure delivered hereunder and (z) any material failure of CSC or the Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any of them hereunder; provided, however, that the delivery of any notice or supplemental Schedules pursuant to this Section 4.7(a) shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

(b) Parent shall give prompt written notice to CSC upon the discovery of (x) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty made by it in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (y) any material variances from the representation and warranties made by it in this Agreement, and such disclosures shall supplement the Schedules so designated in the updated disclosure delivered hereunder; provided, however, that the delivery of any notice or supplemental Schedules pursuant to this Section 4.7(b) shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

(c) Acquisition shall give prompt written notice to CSC upon the discovery of (x) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty made by it in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date, (y) any material variances from the representation and warranties made by it in this Agreement, and such disclosures shall supplement the Schedules so designated in the updated disclosure delivered hereunder and (z) any material failure of Acquisition to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice or supplemental Schedules pursuant to this Section 4.7(c) shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

38

Section 4.8. Employee and Employee Benefits.

(a) Seller shall, and shall cause the Dyn International Companies (as applicable) to, not later than the Closing Date, bifurcate certain employee benefit plans (including, for the avoidance of doubt, the CSC Matched Asset Plan (the “CSC MAP“) and the DynCorp Employee Welfare Benefits Plan (the “DynCorp Welfare Plan“), including the voluntary employee beneficiary association trust assets that fund the DynCorp Welfare Plan) (the “Bifurcated Plans”) in which U.S. Employees and Terminated U.S. Employees participate or by which such persons are covered, with the result that DI shall maintain, sponsor, and contribute to each Bifurcated Plan, but only to the extent that any such Bifurcated Plan covers solely U.S. Employees and Terminated U.S. Employees (including, for the avoidance of doubt, DTSAS Transferred Employees and DI Transferred Employees, each as defined below, and including terminated employees of DTS who formerly were employed in connection with a DTSAS Government Contract or at the Fort Worth Shared Services Center).

(b) Seller shall, and shall cause the Dyn International Companies (as applicable) to, not later than the Closing Date and concurrent with the bifurcation described in Section 4.8(a) above, cause DTSAS, Dyn Marine, Dyn Marine II, DynCorp Aerospace Operations, Inc., DynCorp International Services, Inc., Services International Ltd. and Worldwide Humanitarian Services LLC to become participating employers in all Bifurcated Plans (to the extent applicable);

(c) Seller shall, and shall cause the Dyn International Companies (as applicable) to, not later than the Closing Date, (i) transfer to DTSAS certain current employees (the “DTSAS Transferred Employees“) of DTS; (ii) transfer to DTSAS all collective bargaining agreements relating to the DTSAS Transferred Employees; and (iii) prior to the transfers described in clauses (i) and (ii) above, and concurrent with the bifurcation described in Section 4.8(a) above, cause DTSAS to adopt all employee policies and practices applicable to the DTSAS Transferred Employees and terminated employees of DTS who formerly were employed in connection with a DTSAS Government Contract;

(d) Seller shall, and shall cause the Dyn International Companies (as applicable) to, not later than the Closing Date, (i) transfer to DI certain current employees (the “DI Transferred Employees“) of DTS assigned to the administrative service center located in Fort Worth, Texas, shared by DTS and DI (the “Fort Worth Shared Services Center“), (ii) transfer to DI all collective bargaining agreements relating to the DI Transferred Employees, to DI; and (iii) prior to the transfers described in clauses (i) and (ii) above, and concurrent with the bifurcation described in Section 4.8(a) above, cause DI to adopt all employee policies and practices applicable to the DI Transferred Employees and terminated employees of DTS who formerly were employed at the Fort Worth Shared Services Center.

(e) Within three (3) Business Days prior to the anticipated Closing Date, Seller shall provide Acquisition with a schedule setting forth as of the Closing Date (i) the names of (A) all terminated employees of DTS who formerly were employed at the Fort Worth Shared Services Center or who formerly were employed in connection with a DTSAS Government Contract, and (B) all terminated employees of any of the Dyn International Companies that is a U.S. entity ((i)(A) and (i)(B) collectively, the “Terminated U.S. Employees“), and (ii) for each

39

Terminated U.S. Employee (A) the most recent employer and organization code, and (B) each Employee Plan in which the Terminated U.S. Employee participates or by which the Terminated U.S. Employee is covered. Seller shall update the schedule described in the preceding sentence on the Closing Date. Seller also shall provide Acquisition, within four (4) Business Days after the Closing Date, with a schedule setting forth (i) the name of each Terminated U.S. Employee who is receiving or, to the knowledge of CSC or the Seller, is eligible to receive COBRA and the termination date of each such Terminated U.S. Employee, and (ii) the name of each Terminated U.S. Employee who maintains an account balance under the Bifurcated 401(k) Plan (as defined in Section 4.8(h)), in each case as of the Closing Date.

(f) Seller shall cause the Dyn International Companies (as applicable) to, cease to be participating employers as of the Closing Date in any employee benefit plan of Seller and CSC that is not an Employee Plan.

(g) On and after the Closing Date, Acquisition shall (i) for the one-year period following the Closing Date, provide a cash compensation structure (base salary and bonus opportunities) that is comparable in the aggregate to that which was offered to U.S. Employees and Non-U.S. Employees, on a country-by-country basis, by CSC and the Dyn International Companies immediately prior to the Closing Date; (ii) through December 31, 2005, in addition to the benefits specifically provided for in Section 4.8(h), maintain the Employee Plans and continue to provide benefits pursuant to such Employee Plans to the participants thereunder (including U.S. Employees and Terminated U.S. Employees) on terms and conditions that are comparable in the aggregate to the terms and conditions in effect as of the Closing Date; and (iii) continue to provide benefits that are comparable in the aggregate to those offered to Non-U.S. Employees, on a country-by-country basis, by CSC and the Dyn International Companies under the Foreign Benefit Plans immediately prior to the Closing Date; provided, however, that neither Acquisition nor any of its Subsidiaries shall be required to maintain any particular Foreign Benefit Plan other than as required by Law. Notwithstanding the foregoing, with respect to those individuals whose terms and conditions of employment are governed by collective bargaining agreements or, in respect of the Non-U.S. Employees, by provisions of law outside the United States, Acquisition shall expressly assume and comply with the terms of such collective bargaining agreements and comply with the provisions of such foreign laws with respect to the subject matter relating hereto, to the extent such agreements and/or laws require terms and conditions other than those provided for herein.

(h) Acquisition shall maintain, for a period of two (2) years after the Closing Date, the retirement plan qualified under Section 401(a) of the Code that is transferred to Acquisition (the “Bifurcated 401(k) Plan”) for the purpose of providing benefits to U.S. Employees and Terminated U.S. Employees who previously were participants in, or eligible to participate in, the CSC MAP. On or before the Closing Date, DI (the sponsor of the Bifurcated 401(k) Plan) shall adopt, in respect of the Bifurcated 401(k) Plan, an amendment substantially in the form of Exhibit J hereto, to be effective immediately after the Closing and to provide that: (i) no new contributions (either employee pretax contributions, employer matching or discretionary contributions, loan repayments, fund transfers, reallocation of other assets of a participant’s account, or otherwise) shall be permitted to be made, after the effective time of the amendment, into the CSC stock fund; (ii) all accounts or portions thereof held in the form of common stock of CSC that were not diversifiable as of the Closing Date shall become

40

diversifiable as of the effective time of the amendment and shall remain diversifiable so long as the common stock of CSC remains an investment alternative under the Bifurcated 401(k) Plan; and (iii) from the effective time of the amendment through the six month anniversary of the Closing Date, CSC shall have the right to purchase from the trustee of the Bifurcated 401(k) Plan (the “Trustee”) all shares of CSC common stock that are offered for sale by the Trustee, pursuant to the terms set forth in the amendment; provided, however, that CSC shall have no obligation to purchase such shares. All accounts or portions thereof held in the form of common stock of CSC that already were diversifiable in the Bifurcated 401(k) Plan as of the Closing Date shall remain diversifiable after the Closing Date. Acquisition agrees that the Bifurcated 401(k) Plan shall continue to provide a CSC stock fund as an investment alternative for a period of two (2) years after the Closing Date for the purpose of retaining (subject to the participants’ right to diversify described previously) existing accounts held in the form of common stock of CSC, except to the extent that Acquisition or fiduciaries of the Bifurcated 401(k) Plan determine that to do so would violate its or their obligations under ERISA.

(i) Except to the extent that Acquisition, in its reasonable discretion, determines is necessary to avoid duplication of benefits, Acquisition shall give (i) credit for eligibility and/or vesting purposes under any plan or program applicable to the Non-U.S. Employees after the Closing Date to the same extent such service is taken into account under the Foreign Benefit Plans or other plans or programs applicable to the Non-U.S. Employees immediately prior to the Closing Date, (ii) credit for vacation accruals as recorded in the records of the Dyn International Companies as of the Closing Date and to the extent the liability associated with such vacation accruals are included in the calculation of the Closing Pro Forma Net Working Capital Amount, and (iii) service credit for purposes of the Family and Medical Leave Act (“FMLA”) and similar state and local leave laws to the extent such service has been credited by the Dyn International Companies for FMLA purposes as of the Closing Date, in all events subject to Law and the terms and conditions of the Employee Plans and Foreign Benefit Plans, as applicable.

(j) The parties hereto agree that Acquisition shall be liable for the cost of all claims for health (including medical, dental, vision, and prescription drug), accidental injury, disability, sickness, business travel insurance, and life insurance benefits (with respect to the Employee Plans and with respect to any plan or program applicable to the Non-U.S. Employees) that have not been paid as of the Closing Date, except to the extent that such a claim is required to be paid by the carrier of an insurance policy maintained by CSC, any Employee Plan or any plan or program applicable to the Non-U.S. Employees pursuant to the terms of such insurance policy. CSC and the Seller shall, to the extent permitted under Law, provide their files (including “original documentation”) to Acquisition with respect to all claims that are the responsibility of Acquisition pursuant to this Section 4.8(j), and CSC and the Seller reasonably shall cooperate with Acquisition in resolving such claims.

(k) Acquisition, and the Seller agree that Acquisition, as of the Closing Date, shall be solely liable for expenses in connection with and responsible for the resolution of (i) all grievances, arbitrations, unfair labor practices and other similar items relating to U.S. Employees and Terminated U.S. Employees who are or were covered by a collective bargaining unit, regardless of the date of the occurrence of the event giving rise to such item; and (ii) all human resources issues, including, without limitation, compliance with the Service Contract Act of

41

1965, as amended, compliance with the Fair Labor Standards Act of 1938, as amended, and discrimination complaints relating to the U.S. Employees and Terminated U.S. Employees, regardless of the date of the occurrence of the event giving rise to such issue.

(l) For avoidance of doubt, for purposes of Sections 4.8(g) through 4.8(k), U.S. Employees and Non-U.S. Employees shall refer only to those individuals who (i) are actively employed by the Dyn International Companies immediately prior to the Closing Date, or (ii) are on vacation, disability, family leave, layoff or other leaves of absence that have been agreed or consented to by the Dyn International Companies (or protected by Law) immediately prior to the Closing Date and who actually return to active service with Acquisition within 12 months (or such other period protected by Law) after the Closing Date.

(m) The provisions of this Section 4.8 shall not create in any person any right to employment or continued employment with Acquisition or any of its Subsidiaries or affiliates.

Section 4.9. Cash Settlement; Intercompany Arrangements. Immediately prior to the Closing: (i) all cash and cash equivalents of the Dyn International Companies shall be transferred to CSC or an affiliate thereof; (ii) all intercompany receivables and liabilities of the Dyn International Companies, as of the Closing Date, that are receivable from or owed to CSC, the Seller or any of their affiliates (other than the Dyn International Companies), and (iii) all Contracts between any of the Dyn International Companies, on the one hand, and CSC, the Seller or any of their affiliates (other than the Dyn International Companies), on the other hand, other than those that are set forth on Schedule 4.9 hereto, shall be cancelled, in each case, without any consideration or further liability to any party and without the need for any further documentation.

Section 4.10. Release of Guarantees and Letters of Credit. CSC, the Seller and Acquisition shall cooperate and use their reasonable best efforts (a) to obtain the release, effective as of the Closing Date, of CSC, the Seller and their affiliates (other than the Dyn International Companies) that are a party to or bound by a guarantee, performance bond, surety bond, bid bond or other similar agreement relating to the operation of the business of the Dyn International Companies, including the guarantees, performance bonds, bid bonds and other similar agreements listed in Schedule 4.10 (the “Guarantees”) and (b) to cause to be issued, effective as of the Closing Date, letters of credit on the account of Acquisition or the Dyn International Companies as replacement letters of credit for ones issued by CSC, Seller or their affiliates (other than the Dyn International Companies) prior to the Closing Date in connection with the operation of the business of the Dyn International Companies, including those letters of credit in the amount and for the beneficiaries identified on Schedule 4.10 (the “Letters of Credit”), which Schedule shall set forth the amount of each such Letter of Credit. In the event any of the Guarantees or Letters of Credit are not released prior to or at the Closing, Acquisition will provide CSC and the Seller with a guarantee that indemnifies and holds CSC, the Seller and their affiliates (other than the Dyn International Companies) that are a party to each such Guarantee or Letter of Credit harmless for any and all payments required to be made under, or costs incurred in connection with, such Guarantee or Letter of Credit by CSC, the Seller or such affiliates following the Closing until it is released for Events that occur following the Closing.

42

Section 4.11. Novation.

(a) CSC and the Seller hereby agree to cooperate and to provide such reasonable assistance to Acquisition and the Dyn International Companies, and Acquisition and the Dyn International Companies shall cooperate and provide such reasonable assistance to CSC and the Seller, as may be reasonably required in the event that any Governmental Entity requires a novation of any Government Contract at any time following the Closing Date.

(b) CSC and Seller covenant and agree that:

(i) to the extent that the assignment of any Government Contract or Bid by CSC or any of its affiliates (other than the Dyn International Companies) to one of the Dyn International Companies that are scheduled to be assigned to a Dyn International Company prior to the Closing Date pursuant to the Internal Alignment Transactions requires a novation (the “Internal Alignment Novations”), CSC and/or Seller shall use commercially reasonable efforts to obtain or complete all such Internal Alignment Novations prior to the Closing Date;

(ii) to the extent that any Government Contract or Bid requires notification to a Government Entity with respect to the execution of the Purchase Agreement and/or the consummation of the transactions contemplated thereby (the “Contract Notifications“), CSC shall make all such Contract Notifications as promptly as practicable following the execution of the Purchase Agreement; and

(iii) promptly following the LLC Conversions, CSC and/or Seller shall commence any novations of Government Contracts or Bids that are required as a result of such LLC Conversions (the “Conversion Novations“).

Section 4.12. Intentionally Omitted.

Section 4.13. Nonsolicitation and Noncompetition.

(a) For the period commencing on the date hereof and ending on the expiration of three years following the Closing Date, none of Acquisition, the Dyn International Companies, or the Joint Ventures (collectively with their respective successors, the “Acquisition Group”), on the one hand, or CSC or any of its affiliates (other than, following the Closing, the Dyn International Companies and the Joint Ventures) (collectively with their respective successors, the “Seller Group”), on the other hand, shall, either on its own account or for any person, firm or company (except by means of a general public solicitation or by retaining an executive recruiting firm that has not been directed to approach and does not approach employees of any member of the other group), solicit, or endeavor to cause any employee of a member of the other group, to alter in any way, terminate or breach his, her or its relationship or agreement with any such member of the other group or its respective successors.

(b) Except as set forth on Schedule 4.13(b), during the period commencing on the Closing Date and ending on the expiration of 24 months following the Closing Date, no member of the Seller Group shall, directly or indirectly, compete against any member of the Acquisition Group for any renewals or extensions of (i) any customer Contract or Government

43

Contract of any member of the Acquisition Group that is actively being performed as of the Closing Date or (ii) any Government Contract awarded based on a Bid that has been assigned and novated to a Dyn International Company by any member of the Seller Group in connection with the Internal Alignment Transactions or the sale of the DI Interests (“Competition”); provided, however, that nothing herein shall prohibit:

(i) any investment by a member of the Seller Group of less than 5% of the equity securities (as determined at the time of investment) in a person if the investing member does not actively participate in the management, supervision or conduct of such person, whether through membership or participation in such person’s board of directors, governing committee, management or otherwise;

(ii) the acquisition (by any means) by a member of the Seller Group of all or any portion of a person that is, at the time of such acquisition, engaged in Competition with any member of the Acquisition Group, if the revenues attributable to such Competition represents less than one-fifth of such newly acquired person’s revenues and less than one-fifth of such newly acquired person’s assets; or

(iii) any investment by a member of the Seller Group of up to 20% in another person if the investing member determines in good faith that such investment is primarily motivated by the receipt by the member or one of its affiliates, or a reasonable expectation that the member or one of its affiliates will receive, a Contract of significance (in relation to the amount of the investment) for the provision of goods and/or services, to such person, and the procurement of that Contract alone would not constitute Competition hereunder.

(c) The parties hereto agree that the durations and worldwide area for which the covenants set forth in this Section 4.13 are to be effective are reasonable. In the event that any court determines that the time period or such area is unreasonable and that such covenant is to that extent unenforceable, the parties hereto agree that the covenant shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The parties intend that each of the covenants set forth in Sections 4.13(a) and (b) shall be deemed to be a series of separate covenants one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside of the United States of America where such covenant is intended to be effective. The parties hereto agree that damages may be an inadequate remedy for any breach of the covenants set forth in this Section 4.13 and that each of CSC and the Seller, on the one hand, and Parent and Acquisition, on the other hand (as the case may be), shall, whether or not it is pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary or permanent injunctions without bond or other security upon any actual breach of the covenant contained in this Section 4.13 benefiting such party.

Section 4.14. Financial Statements.

(a) CSC and the Seller shall deliver, or shall cause the Dyn International Companies to deliver, to Acquisition on or prior to January 14, 2005 the financial data deliverables set forth on Schedule 4.14(a).

44

(b) CSC and the Seller shall cause the Dyn International Companies to take all such other action as shall be reasonably requested by Acquisition or otherwise customary in order to assist DI, and, if applicable, one or more of Acquisition’s Subsidiaries as of the Closing in consummating, simultaneously with the Closing, an underwritten “high yield” debt offering (the “Rule 144A Offering”) to “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act. Without limiting the foregoing, the Dyn International Companies shall use commercially reasonable efforts to (i) assist Acquisition in the preparation of an offering memorandum, including, without limitation, any pro forma financial statements and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section to be included therein (in accordance with the requirements of Item 303 of Regulation S-K), (ii) promptly respond to any diligence inquiries of the underwriters of the Rule 144A Offering, (iii) make its officers and employees available to participate in diligence sessions, drafting sessions and the road show for the Rule 144A Offering, (iv) cause its independent auditors to issue a customary comfort letter to the underwriters of the Rule 144A Offering and (v) if necessary, deliver or cause to be delivered to Acquisition financial data of the Dyn International Companies for the fiscal periods ending on or about December 31, 2004 and December 31, 2003 that is comparable to the financial data described in items 3, 4 and 5 of Schedule 4.14(a) (or, if required, items 1, 2 and 5 of Schedule 4.14(a)).

(c) Following the Closing, CSC and the Seller shall, to the extent reasonably requested by Acquisition in order to assist the Dyn International Companies in the consummation of a registered exchange offering of the private notes issued in the Rule 144A Offering (the “Exchange Offer”), at Acquisition’s cost and expense, use commercially reasonable efforts to assist Acquisition and the Dyn International Companies in the preparation and/or compilation of any additional financial statements or information that may be required in connection with the Exchange Offer, including, without limitation, the financial data deliverable set forth on Schedule 4.14(c) and any other unaudited interim financial information relating to any period prior to the Closing or any information related to any period prior to the Closing required to be furnished in response to any comment received from the Commission in connection with the Exchange Offer. The parties hereby agree that, in addition to any out-of-pocket costs and expenses incurred by CSC or the Seller (including the fees and expenses of their attorneys and the Auditors), the internal costs and expenses of CSC, the Seller and their Affiliate incurred in connection with their assistance with respect to the Exchange Offer, whether incurred before or after the Closing Date, shall be reimbursed in full by Acquisition promptly following the delivery of any invoice setting forth such costs and expenses. The internal costs of CSC and the Seller with respect to their participation and assistance in the Exchange Offer shall be billed to Acquisition based upon the fully burdened rates of the relevant personnel providing such assistance.

(d) Acquisition shall consult with CSC’s legal personnel based in El Segundo, California with respect to any of the offering materials to be used by Acquisition in connection with the 144A Offering and/or the Exchange Offer, including any offering memorandum or prospectus used in connection therewith (the “Note Offering Materials”), prior to the dissemination thereof, and shall afford them reasonable opportunity to comment thereon. Acquisition shall give due and reasonable consideration to any comments, language or disclosure (including risk factors) proposed by CSC’s legal personnel based in El Segundo, California with respect to the Note Offering Materials. If at any time any event should occur that is required by

45

applicable Law to be set forth in an amendment of, or supplement to, any of the Offering Materials, prior to dissemination of such amendment or supplement, Acquisition shall consult with CSC’s legal personnel based in El Segundo, California with respect to such amendment or supplement and shall afford them reasonable opportunity to comment thereon.

(e) Notwithstanding the provisions of this Section 4.14, neither CSC nor the Seller shall be responsible for the consummation of the Rule 144A Offering or the Exchange Offer.

Section 4.15. Filing of the Certificate of Designations. Acquisition shall, prior to the Closing Date, file the Certificate of Designations with the Secretary of State of the State of Delaware.

Section 4.16. Insurance Matters; Cooperation.

(a) Each member of the Seller Group, on the one hand, and each member of the Acquisition Group, on the other hand, shall use commercially reasonable efforts to share such information as is reasonably necessary in order to permit the members of the other group to manage and conduct its insurance matters in an orderly fashion. Each member of the Seller Group and the Acquisition Group, at the request of a member of the other group, shall use commercially reasonable efforts to cooperate with and assist the other in recoveries for claims made under any Insurance Policy for the benefit of any member of either group, and, except as expressly provided in this Section 4.16, neither CSC nor Acquisition, nor any member of either group, shall take any action that would be reasonably likely to jeopardize or otherwise interfere with either party’s ability to collect any proceeds payable pursuant to any insurance policy.

(b) Except as otherwise specified in this Section 4.16, members of the Acquisition Group shall have no rights with respect to any Insurance Policies, except that members of the Acquisition Group will have the right to (i) assert claims under the Insurance Policies in the manner specified in Section 4.16(f) and, to the extent permitted by the insurers under the Insurance Policies, to assist in resolving existing and pending claims under Insurance Policies for any loss, liability or damage arising out of insured incidents to the extent relating to the business of the Dyn International Companies occurring from the date coverage thereunder first commenced until the Closing Date and (ii) to extent permitted under such Insurance Policies, exercise all rights and privileges and procure all proceeds of such Insurance Policies relating to the claims specified in clause (i); provided, that (x) all of CSC’s and each member of the Seller Group’s reasonable out-of-pocket costs and expenses incurred in connection with the foregoing shall be promptly (but in no event more than 30 days after the receipt of an invoice therefor) paid by or on behalf of Acquisition and (y) CSC and the members of the Seller Group may, at any time, without liability or obligation to any member of the Acquisition Group (other than as set forth in Section 4.16(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Insurance Policy (and such Insurance Policy shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications). No member of the Seller Group shall bear any liability for the failure of an insurer to pay any claim under any Insurance Policy.

46

(c) No member of the Seller Group shall, except in the ordinary course of business and consistent with past practice, amend, commute, terminate, buy-out, extinguish liability under to otherwise modify any Insurance Policies with respect to periods prior to the Closing Date. In the event that after the Closing Date, any member of the Seller Group proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Insurance Policies under which Acquisition has rights to assert claims pursuant to Section 4.16(b) in a manner that would adversely affect any such rights of Acquisition or any member of the Acquisition Group, CSC will give Acquisition prior notice thereof. If Acquisition agrees to indemnify CSC with respect to any cost or liability arising out of its failure to take any of the actions specified in the foregoing sentence, CSC shall not take such action so long as CSC shall be reasonably satisfied that Acquisition shall be able to indemnify CSC with respect to all such costs and liabilities.

(d) Acquisition will reimburse CSC for all out-of-pocket costs necessary to exhaust or otherwise satisfy all applicable deductibles and self-insured retentions in respect of claims brought by or on behalf of the Acquisition Group under such Insurance Policies in addition to Acquisition’s allocated share of all amounts for fronted policies, overages, and retrospective or prospective premium adjustments, taxes, surcharges, letters of credit backing Insurance Policies and similar amounts not covered by Insurance Policies in the same proportion as such amounts are allocated to members of the Acquisition Group by CSC or its affiliates on the date of this Agreement (which, for the avoidance of doubt, shall be consistent with CSC’s or such affiliate’s past practices).

(e) Each of CSC, the Seller and Acquisition does hereby, for itself and each other member of the Seller Group and the Acquisition Group, as the case may be, agree that all duties and obligations under any Insurance Policy, including the fulfillment of any conditions and the payment of any deductibles, retentions, co-insurance payment or retrospective premiums, that correspond in any way with or may be necessary to perfect, preserve or maintain an insured’s right to obtain benefits under that Insurance Policy, will be performed by the insured that is seeking the benefits under that Insurance Policy.

(f) CSC or its designee shall be responsible for the claims administration with respect to claims of any member of the Seller Group under the Insurance Policies, and Acquisition or its designee shall, to the extent permitted by the applicable insurers under the Insurance Policies, be responsible for the claims administration with respect to claims of any member of the Acquisition Group under the Insurance Policies. In the event that any such insurer requires that CSC or its affiliates continue to administer the claims of the Acquisition Group, then CSC or its applicable affiliate shall cooperate with the Acquisition Group to submit claims of the Acquisition Group under the Insurance Policies and shall not settle any such claims without the consent of Acquisition; provided, that all of CSC’s and each member of the Seller Group’s reasonable out-of-pocket costs and expenses incurred in connection with the foregoing shall be promptly (but in no event more than 30 days after the receipt of an invoice therefor) paid by or on behalf of the Acquisition Group.

(g) In the event that there are insufficient limits of liability available under the Insurance Policies in effect prior to the Closing Date to cover the liabilities of the Seller Group and/or the Acquisition Group that would otherwise be covered by such Insurance Policies, then

47

the parties shall share the recoveries for such claims under such Insurance Policies (regardless of how or when received) pro rata, based on the percentage each party contributed (or is deemed to have contributed) to the premium of such policy. If proceeds under any of the Insurance Policies are paid to or for the benefit of any member of the Acquisition Group, on the one hand, or any member of the Seller Group, on the other hand, after the Closing Date in excess of the amount to which it is entitled to receive under this 4.16(g), and any member of the other group recovers less than it is entitled to under this 4.16(g), the party receiving such excess amount shall reimburse the other party for such excess amount (to the extent necessary to accomplish the intent of this 4.16(g)).

(h) CSC and Acquisition will use their commercially reasonable efforts to cooperate with each other and execute any additional documents which are reasonably necessary to effectuate the provisions of this Section 4.16.

(i) The agreements contained in this Section 4.16 shall not be considered as an attempted assignment of any rights or interest in violation of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the Seller Group in respect of any Insurance Policy or any other contract or policy of insurance.

(j) Acquisition does hereby, for itself and as agent for each other member of the Acquisition Group, agree that no member of the Seller Group or any Indemnitor shall have any liability whatsoever for any Losses as a result of the insurance policies and practices of CSC and its affiliates as in effect at any time prior to the Closing Date, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy or the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

(k) Nothing in this Section 4.16 shall be deemed to restrict any member of the Acquisition Group from acquiring at its own expense any other insurance policy in respect of any liabilities or covering any period.

(l) CSC and the Seller, on the one hand, Acquisition, on the other hand, acknowledge that they intend to allocate financial obligations without violating any laws regarding insurance, self-insurance or other financial responsibility. If it is determined that any action undertaken pursuant to this Section 4.16 or any of the Ancillary Agreements is violative of any insurance, self-insurance or related financial responsibility law or regulation, CSC and the Seller on the one hand, and Acquisition, on the other hand, agree to work together to do whatever is necessary to comply with such law or regulation while trying to accomplish, to the greatest possible extent, the allocation of financial obligations as intended in this Agreement and any of the Ancillary Agreements.

(m) Acquisition further agrees that, unless and until CSC no longer has any liability under the Insurance Policies with respect to claims under the Insurance Policies asserted by or on behalf of Acquisition pursuant to this Section 4.16 for any loss, liability or damage arising out of insured incidents relating to the business of the Dyn International Companies occurring from the date coverage thereunder first commenced until the Closing Date (“Pre-Closing Claims”), if Acquisition (or any successor thereto) sells, transfers or otherwise disposes

48

of all or substantially all of the assets of Acquisition and the Dyn International Companies, taken as a whole, then concurrent with consummation of such sale or disposition, Acquisition shall pay, or cause to be paid, to CSC an amount equal to the aggregate amount of all liabilities with respect to Pre-Closing Claims that, in accordance with GAAP, would be required to be reflected on the consolidated balance sheet of Acquisition and the Dyn International Companies as of such date.

Section 4.17. Foreign Ownership and Related Matters. Notwithstanding Section 7.1 of this Agreement, from and after the Closing Date and until such time as CSC no longer holds shares of Acquisition Preferred Stock, Acquisition shall take all such actions as are reasonably necessary in order to make the representations and warranties set forth in Section 3.11 of this Agreement true and correct on each day following the Closing as if made at and as of such time.

Section 4.18. Further Assurances. Each of CSC and the Seller, on the one hand, and Acquisition, on the other hand, shall execute and deliver such documents and take such further actions as may be reasonably necessary or desirable to carry out the provisions in this Agreement and in the Ancillary Agreements, and the transactions contemplated hereby and thereby.

Section 4.19. Management of Dyn Marine, Dyn Marine II and DTSAS. From the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with Section 8.1, the executive officers of DI shall direct (subject to the provisions hereof) the management and operations of Dyn Marine, Dyn Marine II and DTSAS.

Section 4.20. Internal Alignment Transactions. Following the execution of this Agreement, CSC and the Seller shall, and shall cause such of their affiliates as may be necessary to, use commercially reasonable efforts to consummate the transactions described on Schedule 4.20 (such transactions, together with the actions to be taken by CSC and the Seller pursuant to Sections 4.8(a) through 4.8(e), the “Internal Alignment Transactions”).

Section 4.21. Texas Sales Tax Refunds.

(a) The U.S. Government, represented by the Defense Contract Management Agency, has notified DTS and DI that, as a result of a change in law in the State of Texas (the “Texas Decisions”), (i) DTS and DI may be entitled to refunds with respect to certain sales and use taxes paid by DTS and DI to the State of Texas for periods ending prior to the Closing Date (“Texas Sales Tax Refunds”); and (ii) the U.S. Government (A) intends to determine a methodology for calculating the impact on contracts of any Texas Sales Tax Refunds actually received by DTS and DI as a result of the Texas Decisions and (B) will not reimburse any indirect cots under any contracts with DTS or DI until each of DTS and DI enter into an agreement (a “Refund Agreement”) that will require DTS and DI to negotiate with the Divisional Administrative Contracting Officer (the “DACO”) to determine the portion of such Texas Sales Tax Refunds to be credited and/or paid to the U.S. Government.

(b) Parent and Acquisition acknowledge and agree that, notwithstanding any other provision herein to the contrary, CSC may cause each of DTS and DI to enter into separate (i) Refund Agreements and (ii) agreements with KPMG pursuant to which DTS or DI, as the case may be, will agree to pay KPMG, on a contingency basis, for any Texas Sales Tax Refunds identified by KPMG to which DTS or DI, as applicable, is entitled.

49

(c) The parties acknowledge and agree that (i) DI shall be entitled to any Texas Sales Tax Refunds relating to DI and the other Dyn International Companies, including with respect to any Government Contract to which any of the Dyn International Companies is a party on or after the Closing Date, (ii) DTS shall be entitled to any Texas Sales Tax Refunds relating to DTS, (iii) with respect to any Texas Sales Tax Refunds that DI or any other Dyn International Company may receive, including with respect to any Government Contract to which any of the Dyn International Companies is a party on or after the Closing Date, DI shall be responsible for (A) any payment or credit that is determined by the DACO to be provided to the U.S. Government with respect thereto and (B) any payment that is required to be made to KPMG with respect thereto, and (iv) with respect to any Texas Sales Tax Refunds that DTS may receive, DTS shall be responsible for (A) any payment or credit that is determined by the DACO to be provided to the U.S. Government with respect thereto and (B) any payment that is required to be made to KPMG with respect thereto.

(d) In the event that DTS (or any other member of the Seller Group) receives any Texas Sales Tax Refund with respect to any sales or use tax that relates to any Government Contract that has been assigned by DTS (or any other member of the Seller Group) to DI or any of the other Dyn International Companies prior to the date hereof or pursuant to the Internal Alignment Transactions, then DTS (or such member of the Seller Group) shall promptly remit to DI the amount of such Texas Sales Tax Refund, net of any payment that is made by DTS to KPMG with respect thereto.

ARTICLE 5

TAX MATTERS

Section 5.1. Indemnification Obligations With Respect to Taxes.

(a) CSC and the Seller shall pay, and indemnify, defend and hold harmless Parent, Acquisition and the Dyn International Companies from and against (i) all income Taxes of the Dyn International Companies with respect to Tax periods ending on or before the Closing Date and with respect to any Tax Period that includes but does not end on the Closing Date (a “Straddle Period”) as allocated to CSC and the Seller pursuant to Section 5.1(b) (“Pre-Closing Tax Periods”). (ii) all income Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Dyn International Companies is or was a member on or prior to the Closing Date, by reason of the liability of such Dyn International Company pursuant to Treasury Regulation Section 1.1502-6(a) or any analogous or similar state, local or foreign law or regulation, (iii) subject to the survival period set forth in Section 7.1, all Losses (as defined in Section 7.2(a)) incurred by Acquisition or any other Acquisition Indemnified Party (as defined in Section 7.2(a)) arising out of or resulting from any breach of the representations and warranties contained in Section 2.13(g), and (iv) all Taxes of the Dyn International Companies, other than income Taxes, with respect to Pre-Closing Tax Periods, which are not reflected in the determination of the Final Working Capital Surplus or Final Working Capital Shortfall, as the case may be. CSC and the Seller shall be entitled to (i) any income Tax refund relating to the

50

Dyn International Companies for Tax periods ending on or before the Closing Date and (ii) any other Tax refunds (other than Texas Sales Tax Refunds) relating to the Dyn International Companies for Tax periods ending on or before the Closing Date which are not reflected in the determination of the Final Working Capital Surplus or Final Working Capital Shortfall, as the case may be.. For the avoidance of doubt, the provisions of this Section 5.1(a) are not subject to the limitations set forth in Section 7.6 hereof.

(b) Any allocation of income or deductions required to determine any Taxes attributable to any Straddle Period shall be made by means of a closing of the books and records of each Dyn International Company as of the close of the Closing Date and shall be allocated to the Seller and CSC for the portion of such Straddle Period from the first day of such Straddle Period through and including the Closing Date and to Acquisition from the day after the Closing Date through and including the last day of such Straddle Period, provided, however, that exemptions, credits, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

(c) Acquisition shall reimburse CSC (or the Seller, as the case may be) for the Tax Benefit relating to any Taxes for which indemnification is provided under this Article 5. Tax Benefit is the actual reduction in federal income taxes of Acquisition or the Dyn International Companies resulting from the deduction of the Taxes to which the indemnity payment relates. For this purpose, it shall be assumed that all other deductions to which Acquisition or the Dyn International Companies are entitled are taken before the deduction for the indemnified Taxes at issue. The Tax Benefit shall be estimated in good faith and netted against the corresponding CSC indemnity payment at the time of such payment. The Tax Benefit shall be finally determined at the time Acquisition files the corresponding federal income Tax Return that includes the deduction for the Taxes subject to the indemnity payment, and the parties shall make appropriate payments based on the difference between the estimated and the actual Tax Benefit.

Section 5.2. Tax Returns and Payment Responsibility.

(a) CSC and the Seller will be responsible for and will cause to be prepared and duly filed all Tax Returns of the Dyn International Companies for all taxable periods ending on or prior to the Closing Date and shall file any and all Taxes due in respect of such Tax Returns. Acquisition shall file or cause to be filed when due all Tax Returns with respect to the Dyn International Companies, other than those that are the responsibility of CSC and the Seller pursuant to this paragraph. Not later than three days before the due date for payment of Taxes with respect to any Tax Returns which Acquisition has the responsibility to file, CSC or the Seller shall pay to Acquisition an amount equal to that portion of the Taxes shown on such return for which CSC or the Seller has an obligation to indemnify Parent, Acquisition or the Dyn International Companies pursuant to the provisions of Section 5.1.

(b) Notwithstanding anything in this Article 5 to the contrary, all sales, use, transfer and other similar Taxes, including any stock or asset transfer stamp Tax, arising from the Transactions, shall be paid one-half by CSC and one-half by Acquisition.

51

Section 5.3. Assistance and Cooperation. After the Closing Date, CSC and the Seller, on the one hand, and Acquisition, on the other hand, shall (and shall cause their respective affiliates to): (a) assist the other party in timely preparing and filing any Tax Return or report that such other party is responsible for preparing and filing in accordance with this Article 5; (b) cooperate fully in preparing for any audit of, or dispute with taxing authorities regarding, any Tax Return of the Dyn International Companies relating to taxable periods for which the other may have a liability under this Article 5; (c) make available to the other and to any taxing authority as reasonably requested by the other party all information, records, and documents relating to Taxes of the Dyn International Companies on a timely basis; (d) provide timely notice to the other in writing of any pending or threatened Tax audit or assessment of the Dyn International Companies for taxable periods for which the other may have a liability under this Article 5; (e) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period described in this Section 5.3; and (f) act in good faith in all matters relating to the preparation of any Tax Return, the reporting, payment, audit, examination, contest, challenge or other proceedings or actions relating to the Taxes of the Dyn International Companies that may affect the liabilities of the other party either to a taxing authority or pursuant to this Agreement.

Section 5.4. Retention of Records. After the Closing Date, CSC, the Seller and Acquisition will, and Acquisition shall cause the Dyn International Companies to, preserve all information, records or documents relating to liabilities for Taxes of the Dyn International Companies until six months after the expiration of any applicable statute of limitations (including extensions thereof) with respect to the assessment of such Taxes.

Section 5.5. Other Provisions The provisions of this Article 5 shall govern exclusively all indemnity claims with respect to Taxes of the Dyn International Companies pursuant to this Agreement.

Section 5.6. Allocation of Price. On or prior to the Closing Date, Acquisition and the Seller shall agree as to the allocation of the Purchase Price among the Dyn International Companies, and to the extent required by Law or any Tax elections, among the assets of the Dyn International Companies; provided, however, that if, prior to Closing, Acquisition and the Seller are unable to agree, any disputed items shall be submitted to a mutually acceptable appraisal firm (the “Appraiser”) for resolution, it being understood that the Appraiser’s duty would be to resolve disputes regarding allocation of the Purchase Price and not to interpret or to resolve disputes over the proper interpretation of this Agreement. With respect to all items in dispute, Acquisition and the Seller shall each submit its proposed resolution and the Appraiser shall be instructed to determine which proposal results in the more accurate allocation of the Purchase Price and shall select one of the two proposals. The fees and expenses of the Appraiser shall be paid by the party whose position was not selected as resulting in the most accurate allocation pursuant to the preceding sentence. Thereafter, Acquisition and the Seller shall file all applicable Tax Returns in a manner consistent with the allocations agreed to by Acquisition and the Seller or determined by the Appraiser, as the case may be, and shall not take any positions inconsistent with such allocations unless required by Law.

Section 5.7 Conduct of Proceedings. If, subsequent to the Closing, Acquisition or the Dyn International Companies receive notice of any audit, other administrative proceeding or

52

inquiry or judicial proceeding involving Taxes (a “Tax Contest”) with respect to a Pre-Closing Tax Period that Acquisition believes, in good faith, may result in an indemnification pursuant to Section 5.1, Acquisition shall promptly notify CSC of such Tax Contest. CSC shall have the right to conduct and control the Tax Contest. Acquisition shall be entitled to participate in the Tax Contest at its own expense. CSC shall control the resolution of any such Tax Contest, but shall not without the consent of Acquisition, which consent shall not be unreasonably withheld or denied, settle such Tax Contest if such settlement would materially increase the Tax liability of the Acquisition or the Dyn International Companies for Tax periods or portions thereof after the Closing Date.

Section 5.8 Amended Returns. Acquisition and the Dyn International Companies shall not without CSC’s consent, which consent shall not be unreasonably withheld or denied, file any Tax Returns or amended Tax Returns with respect to the Dyn International Companies for any Pre-Closing Tax Periods.

ARTICLE 6

CONDITIONS TO CLOSING

Section 6.1. Conditions to Each Party’s Obligations. The respective obligations of Acquisition, CSC and the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by Law, be waived in writing by the parties hereto in their sole discretion (provided that such waiver shall only be effective as to the obligations of such party):

(a) no Law or Judgment shall have been enacted, entered, promulgated or enforced by any court or Governmental Entity which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement; and

(b) any waiting period under the HSR Act or any similar statute or regulations of foreign jurisdictions shall have terminated or expired, and any other governmental or regulatory notices or approvals required by any Governmental Entity in order to consummate the transactions contemplated hereby shall have been either filed or received.

Section 6.2. Conditions to the Obligations of CSC and the Seller. The obligations of CSC and the Seller to consummate the transactions contemplated by this Agreement shall also be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by CSC in its sole discretion:

(a) (i) Each of the representations and warranties of Acquisition contained in this Agreement that is qualified as to an Acquisition Material Adverse Effect shall be true and correct as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such certain date), (ii) each of the representations and warranties of Acquisition contained in this Agreement that is not qualified as to an Acquisition Material Adverse Effect, shall be true and correct as of the date of this Agreement and as of the

53

Closing Date as if made at and as of such time (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such certain date), and (iii) each of the representations and warranties of Parent contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such certain date), except where the failure of the representations and warranties to be true and correct would not, (A) in the case of clause (ii), result, individually or in the aggregate, in an Acquisition Material Adverse Effect, or (B) in the case of clause (iii), result, individually or in the aggregate, in a material adverse effect on Parent, and CSC and the Seller shall have received a certificate signed on behalf of each of Parent and Acquisition to such effect.

(b) Each of the covenants and obligations of Acquisition to be performed at or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Closing Date, and at the Closing Acquisition shall have delivered to CSC and the Seller a certificate to that effect.

(c) Acquisition shall have obtained the consent or approval of each person whose consent or approval shall be required in order for Acquisition to consummate the transactions contemplated by this Agreement, except those for which the failure to obtain such consent or approval would not, individually or in the aggregate, result in an Acquisition Material Adverse Effect and do not materially adversely affect the ability of CSC, the Seller or Acquisition to consummate the transactions contemplated by this Agreement.

(d) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to CSC and the Seller.

(e) Acquisition shall have executed and delivered to DynCorp the Preferred Stock Certificates (in such denominations as DynCorp shall request) for the Acquisition Preferred Stock constituting the Initial Stock Component.

(f) Acquisition shall have executed (or caused any Dyn International Company party thereto have executed) and delivered each of the following agreements:

(i) the Transition Services Agreement, substantially in the form of Exhibit B hereto;

(ii) the IP License Agreement, substantially in the form of Exhibit C hereto;

(iii) the Forth Worth Shared Services Facility Sublease, substantially in the form of Exhibit D hereto;

(iv) the Forth Worth Warehouse License, substantially in the form of Exhibit E hereto;

54

(v) the Joint Defense Agreement, substantially in the form of Exhibit F hereto;

(vi) the Trademark License Agreement, substantially in the form of Exhibit G hereto;

(vii) the Fort Worth Office License, substantially in the form of Exhibit K hereto;

(viii) the Fort Worth Office License Assignment, substantially in the form of Exhibit L hereto; and

(ix) all other Ancillary Agreements to which Acquisition is a party.

(g) CSC and the Seller shall have consummated the Internal Alignment Transactions.

Section 6.3. Conditions to the Obligations of Acquisition. The obligations of Acquisition to consummate the transactions contemplated by this Agreement shall also be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Acquisition in its sole discretion:

(a) (i) Each of the representations and warranties of CSC and the Seller contained in this Agreement that is qualified as to a Company Material Adverse Effect, shall be true and correct as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such certain date), and (ii) each of the representations and warranties of CSC and the Seller contained in this Agreement that is not qualified as to a Company Material Adverse Effect, shall be true and correct as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such certain date), except in the case of clause (ii) where the failure of the representations and warranties to be true and correct would not, individually or in the aggregate, result a Company Material Adverse Effect; and Acquisition shall have received a certificate signed on behalf of CSC and the Seller to such effect.

(b) Each of the covenants and obligations of CSC and the Seller to be performed at or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Closing Date, and at the Closing CSC and the Seller shall have delivered to Acquisition a certificate to that effect.

(c) CSC and the Seller shall have obtained the consents listed on Schedule 2.4(a) and any other consent or approval required in order for the Dyn International Companies to consummate the transactions contemplated by this Agreement, except those for which the failure to obtain such consent or approval would not, individually or in the aggregate, result in a Company Material Adverse Effect and do not materially adversely affect the ability of CSC, the Seller or Acquisition to consummate the transactions contemplated by this Agreement.

55

(d) CSC and (where applicable) the Seller shall have executed and delivered or caused to be delivered to Acquisition:

(i) such instruments of transfer as are necessary to transfer the DI Interests;

(ii) copies of resolutions of the board of directors (or similar governing bodies) of each of CSC and the Seller authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, certified by the respective Secretaries of CSC and the Seller;

(iii) an incumbency certificate for each of CSC and the Seller, dated the Closing Date and executed by the respective Secretaries of CSC and the Seller which shall identify the name and title and bear the signature of the officer of the respective entity individually authorized to execute and deliver this Agreement and the Ancillary Agreements;

(iv) good standing certificates for each of the domestic Dyn International Companies, dated as of a date within 10 days of the Closing Date, from the jurisdiction of its incorporation and each other domestic jurisdiction in which it is required to be qualified to do business, and “bring down” certificates from each such jurisdiction dated the Closing Date; and

(v) copies of the certificate of incorporation and by laws (or other organizational documents) of each of the Dyn International Companies, in each case certified by a duly appointed officer of the respective entity.

(e) CSC and the Seller, if a party thereto, shall have executed and delivered each of the following agreements, each of which shall be valid and in full force and effect, and CSC and the Seller shall have complied therewith in all material respects:

(i) the Transition Services Agreement, substantially in the form of Exhibit B hereto;

(ii) the IP License Agreement, substantially in the form of Exhibit C hereto;

(iii) the Forth Worth Shared Services Facility Sublease, substantially in the form of Exhibit D hereto;

(iv) the Forth Worth Warehouse License, substantially in the form of Exhibit E hereto;

(v) the Joint Defense Agreement, substantially in the form of Exhibit F hereto;

56

(vi) the Trademark License Agreement, substantially in the form of Exhibit G hereto;

(vii) the Fort Worth Office License, substantially in the form of Exhibit K hereto;

(viii) the Fort Worth Office License Assignment, substantially in the form of Exhibit L hereto; and

(ix) all other Ancillary Agreements to which any of them is a party.

(f) Since that date of this Agreement, there shall not have occurred any Effect that has had, or could be reasonably likely to result in, a Company Material Adverse Effect.

(h) CSC and the Seller shall have repaid all Indebtedness set forth on the Audited FY2004 Balance Sheet and all Indebtedness incurred by the Dyn International Companies between April 2, 2004 and the Closing Date except for the Indebtedness set forth on Schedule 4.10 hereto, and CSC and the Seller shall have delivered to Acquisition evidence in form satisfactory to it of the discharge of such Indebtedness and the release of all Liens in connection with such Indebtedness.

(i) Each of the directors of the Dyn International Companies (except for such directors and officers that Acquisition specified in writing to DynCorp prior to the Closing Date) shall have delivered to Acquisition letters of resignation, effective as of the Closing Date, from their positions as directors of the Dyn International Companies and such letters shall not have been revoked.

(j) CSC and the Seller shall have consummated the Internal Alignment Transactions.

ARTICLE 7

INDEMNIFICATION

Section 7.1. Survival of Representations and Warranties. Except for the representations and warranties contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 3.1, 3.2, 3.3, 3.4, 3.5, 3A.1 and 3A.2 (the “Ownership Representations”), Section 2.13 (the “Tax Representations”) and Sections 2.21 and 3.7 (the “Broker Representations”), the representations and warranties of CSC, Seller, Parent and Acquisition made herein shall survive until, but not beyond, the date that is 180 days following the Closing Date. The Ownership Representations and Broker Representations shall survive the Closing Date for a period that extends to its applicable statute of limitations. The Tax Representations shall not survive the Closing Date, except that the representations and warranties contained Section 2.13(g) shall survive until, but not beyond, the third anniversary of the Closing Date.

57

Section 7.2. Indemnification.

(a) Subsequent to the Closing, subject to the limitations described below in Section 7.6, CSC and the Seller shall jointly and severally indemnify Acquisition and its affiliates (including Parent and, after the Closing, the Dyn International Companies), and each of their respective officers, directors, employees, shareholders, partners and agents (“Acquisition Indemnified Parties”) against, and hold each of the Acquisition Indemnified Parties harmless from, any and all claims, actions, causes of action, arbitrations, proceedings, losses, damages, liabilities and expenses (including, without limitation, settlement costs, reasonable attorneys’ fees and any other expenses of investigating or defending any actions or threatened actions) (collectively, the “Losses”) incurred by Acquisition or any other Acquisition Indemnified Party arising out of or resulting from:

(1) Any breach of any representation or warranty of CSC or Seller contained in this Agreement that expressly survives the Closing Date pursuant to Section 7.1 of this Agreement;

(2) The breach or non-performance by CSC or Seller of any of their respective covenants or agreements contained in this Agreement; and

(3) The class action lawsuit known as “Arias et al v. DynCorp et al” (the “Arias Litigation”).

(b) Subsequent to the Closing, subject to the limitations described below in Section 7.6, Acquisition shall indemnify each of CSC, the Seller and their respective affiliates, officers, directors, employees, shareholders, partners and agents (“Seller Indemnified Parties”) against, and hold each of the Seller Indemnified Parties harmless from, any Losses incurred by such Seller Indemnified Party arising out of or resulting from:

(1) Any breach of any representation or warranty of Parent or Acquisition contained in this Agreement that expressly survives the Closing Date pursuant to Section 7.1 of this Agreement;

(2) The breach or non-performance by Acquisition of any of its covenants or agreements contained in this Agreement;

(3) The offer or sale of securities by Acquisition, DI or any of their affiliates pursuant to the Rule 144A Offering or the Exchange Offer, except with respect to (i) a breach of the representations of CSC and the Seller set forth in Section 2.6 or (ii) any untrue or materially misleading statement made in the offering memorandum for the Rule 144A Offering or the prospectus for the Exchange Offer in reliance upon information furnished in writing specifically for use therein by any employee of CSC that is based in the El Segundo, California offices of CSC (it being acknowledged and agreed by Acquisition that information supplied by any other employee of CSC or any employee of the Seller or any of the Dyn International Companies shall not be considered “furnished by CSC”); and

58

(4) Any liability arising out of or resulting from the failure of any notice period applicable to any Contract Notification to have expired prior to the Closing Date, to the extent such failure does not arise out of or result from the breach or non-performance by CSC or Seller of their obligations set forth in Section 4.11(b)(ii);

(5) Any liability arising out of or resulting from the Conversion Novations, to the extent such liability does not arise out of or result from the breach or non-performance by CSC or Seller of their obligations set forth in Section 4.11(b)(iii); and

(6) With respect to any Government Contract or Bid that (i) is assigned, either before or after the Closing Date, to any of the Dyn International Companies and (ii) as to which CSC or any of its affiliates (other than any Dyn International Company) has entered, or after Closing Date enters, into a novation agreement with any Government Entity relating to such Government Contract or Bid (a “Novated Contract”), any liability arising under or relating to any such Novated Contract.

(c) Subsequent to the Closing, subject to the limitations described below in Section 7.6, Parent shall indemnify each of the Seller Indemnified Parties against, and hold each of the Seller Indemnified Parties harmless from, any Losses incurred by such Seller Indemnified Party arising out of or resulting from any breach of any representation or warranty of Parent contained in this Agreement that expressly survives the Closing Date pursuant to Section 7.1 of this Agreement.

Section 7.3. Defense of Claim. Each of the Indemnitors and the Indemnified Parties that are (or become) a named defendant in the Arias Litigation shall enter into a Joint Defense Agreement in the form of Exhibit F hereto, pursuant to which the parties shall continue to conduct the defense of the Arias Litigation.

Section 7.4 Notice of Claims. Except in connection with third person claims, which are covered by Section 7.5, claims related to Taxes, which are covered by Article V, and claims related to the Arias Litigation, which are covered by the Joint Defense Agreement, any Acquisition Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 7.6 below, give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) within 30 days after it acquires knowledge of the fact, event or circumstances giving rise to the claim for the Loss, describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that failure to give such notice within such 30-day period shall not relieve any Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. The Indemnitors shall have a period of 30 days after receipt by the Indemnitors of such notice and such evidence to either (i) agree to the payment of the Loss to the Indemnified Party or (ii) contest the payment of the Loss. If the Indemnitors do not agree to or contest the payment of the

59

Loss within such 30 day period, the Indemnitors shall be deemed not to have accepted the Loss and the parties shall negotiate in good faith to seek a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved in accordance with Section 9.4 of this Agreement. If the Indemnitors agree to the payment of the Loss within such 30 day period, they shall, within 10 business days after such agreement, pay to the Indemnified Party the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article 7.

Section 7.5. Third Person Claims.

(a) Except with respect to claims related to Taxes, which are covered by Article 5 and the Arias Litigation which is covered by the Joint Defense Agreement, if any Proceeding at Law or in equity is instituted by a third party against an Indemnified Party (each, a “Third Party Claim”) with respect to which an Indemnified Party intends to claim indemnification for any Losses under this Article 7, such Indemnified Party shall give written notice to the Indemnitors within 30 days after it has knowledge of a written assertion of liability from the third party and shall not make any admissions or acceptances; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article 7 as a result of any failure to provide timely notice of the existence of such Third Party Claim to the Indemnitors except and only to the extent that any Indemnitor has been materially damaged or prejudiced as a result of such delay.

(b) Except as otherwise provided herein, the Indemnitors shall have the right to conduct and control, at their own expense, through counsel of its choosing (which counsel shall be reasonably satisfactory to the Indemnified Party), the defense of a Third Party Claim so long as the Indemnitors notify the Indemnified Party that they have agreed to indemnify the Indemnified Party (subject to the limitations on indemnification set forth herein) for any and all Losses arising out of or resulting from the Third Party Claim that it is assuming the right to conduct and control the defense of within 15 business days of its receipt of the initial notice of the Third Party Claim, and shall do so vigorously and in good faith; provided, however, that the Indemnified Party may participate at its own expense, with counsel of its choosing, in the defense of such third party action or suit although such action or suit shall be controlled by the Indemnitors. Notwithstanding the foregoing, in connection with any Third Party Claim as to which the Indemnified Party shall reasonably conclude that (i) there is a material conflict of interest between any of the Indemnitors and the Indemnified Party in the conduct of the defense of such Third Party Claim, (ii) there are specific defenses available to the Indemnified Party which are different from or additional to those available to the Indemnitors and which could be materially adverse to any of the Indemnitors, (iii) the Third Party Claim is for an amount greater than the Cap or less than the Deductible or (iv) the Third Party Claims seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party, then the Indemnified Party shall have the right, at the expense of the Indemnitors, to conduct and control, through counsel of its choosing, the defense of such Third Party Claim and shall do so in good faith; provided, however, that in each of the forgoing cases the Indemnitors shall have the same right to participate in the defense, subject to the control of the Indemnified Party, at its own expense.

(c) Neither the Indemnified Party nor the Indemnitors shall settle any Third Party Claim without the consent of the other party, which consent shall not be

60

unreasonably withheld. Any compromise or settlement of the Third Party Claim under this Section 7.5 shall include as an unconditional term thereof the giving by the claimant in question to the Indemnitors and the Indemnified Party of a release of all liabilities in respect of such claims.

Section 7.6. Limitation on Indemnity.

(a) Time Limitations. Claims for indemnification made under Section 7.2(a)(1), Section 7.2(b)(1) or Section 7.2(c) of this Agreement may be made only during the survival period set forth in Section 7.1.

(b) Deductible. CSC and the Seller shall not be liable to indemnify any Acquisition Indemnified Party pursuant to (1) Section 7.2(a)(1) of this Agreement or (2) Section 7.2(a)(2) of this Agreement with respect to a breach by CSC or the Seller of their obligations under Section 4.14, and Acquisition shall not be liable to indemnify any Seller Indemnified Party pursuant to Section 7.2(b)(1), unless and until the Acquisition Indemnified Parties or the Seller Indemnified Parties, as applicable, have suffered aggregate Losses otherwise indemnifiable pursuant to this Article 7 in excess of a $5,000,000 aggregate deductible (the “Deductible”) (at which point, subject to the other limitations herein, CSC and the Seller will be liable to the Acquisition Indemnified Parties for all Losses in excess of such Deductible, and Acquisition will be liable to the Seller Indemnified Parties for all Losses in excess of such Deductible, as the case may be); provided, however, anything herein to the contrary notwithstanding, where the aggregate amount of Losses arising out of a single claim or series of related claims for which any Acquisition Indemnified Party or any Seller Indemnified Party, as the case may be, could otherwise seek indemnification under this Article 7 does not exceed $50,000 (the “Minimum Claim Threshold”), such claim or series of related claims shall not count towards the Deductible as Losses for purposes of, or otherwise be subject to indemnification under, this Agreement; provided, however, that the Deductible and the Minimum Claim Threshold shall not apply to breaches of the Ownership Representations or Broker Representations.

(c) Cap. Neither (i) the aggregate amount of all payments to be made by CSC and the Seller in satisfaction of claims for indemnification pursuant to this Article 7 nor (ii) the aggregate amount of all payments to be made by Acquisition in satisfaction of claims for indemnification pursuant to this Article 7, shall exceed $50,000,000 (the “Cap”); provided, however, that the Cap shall not apply to breaches of the Ownership Representations or Broker Representations.

(d) Reimbursable Claims. The Indemnified Parties shall use reasonable best efforts, consistent with and no less diligent than such party’s past practice, to obtain under any applicable Contract (including, without limitation, any applicable Contract with the United States Department of State) any indemnification proceeds or other right of reimbursement or recovery in respect of any claim for which the Indemnified Party seeks indemnification under this Article 7. The amount of any indemnified Losses hereunder shall be determined net of the amount, if any, of the recovery actually received by the Indemnified Party with respect to such indemnified Losses under any such Contract or arrangement. In the event that a recovery is received pursuant to any such Contract or arrangement by an Indemnified Party

61

with respect to any Loss for which any Indemnified Party has previously been indemnified by the Indemnitors pursuant hereto, then such Indemnified Party shall promptly make a refund to the Indemnitors an amount equal to the lesser of (i) the total amount of such recovery, and (ii) the amount previously paid by the Indemnitors to the Indemnified Party as indemnification for such Loss.

(e) Insured Claims. The Indemnified Parties shall use reasonable efforts, consistent with such party’s past practice, to obtain under any applicable insurance policies any insurance proceeds in respect of any claim for which the Indemnified Party seeks indemnification under this Article 7. The amount of any indemnified Losses hereunder shall be determined net of the amount, if any, of the recovery actually received by the Indemnified Party with respect to such indemnified Losses under any such insurance or similar policy less (i) any reasonable out-of-pocket collection costs; (ii) any amount which is reimbursed by the Indemnified Party or an affiliate thereof, directly or indirectly, that is charged back to the Indemnified Party or an affiliate thereof or that is not otherwise received for the permanent benefit of the Indemnified Party (including, without limitation, pursuant to Section 4.16); and (iii) any other reasonable out-of-pocket cost which may reasonably be borne by the Indemnified Party or an affiliate thereof as a result of such insurance claim or recovery, whether as a result of any self-insurance arrangement, retention amount, deductible amount or otherwise. The Indemnitor shall be subrogated to the rights of the Indemnified Party to recover amounts under insurance policies or other rights of the Indemnified Party (including the Dyn International Companies) with respect to such indemnified amount and, in the event that an insurance recovery is received by an Indemnified Party with respect to any Loss for which any Indemnified Party has previously been indemnified by the Indemnitor pursuant hereto, then such Indemnified shall promptly make a refund to the Indemnitor an amount equal to the lesser of (i) the total amount of such insurance recovery (net of any reasonable out-of-pocket collection costs), and (ii) the amount previously paid by the Indemnitor to the Indemnified Party as indemnification for such Loss.

(f) Tax Benefits. Acquisition shall reimburse CSC (or the Seller, as the case may be) for the Tax Benefit relating to the Losses for which indemnification is provided under this Article 7. Tax Benefit is the actual reduction in federal income taxes of Acquisition or the Dyn International Companies resulting from the deduction of the Losses to which the indemnity payment relates. For this purpose, it shall be assumed that all other deductions to which Acquisition or the Dyn International Companies are entitled are taken before the deduction for the Losses at issue. The Tax Benefit shall be estimated in good faith and netted against the corresponding indemnity payment made to Acquisition at the time of such payment. The Tax Benefit shall be finally determined at the time Acquisition files the corresponding federal income Tax Return that includes the Loss, and the parties shall make appropriate payments based on the difference between the estimated and the actual Tax Benefit.

(g) Reserves. The amount of any Losses for which indemnification is provided pursuant to this Article 7 shall be determined net of (i) any reserves, liability accruals or other provisions for such Losses reflected in the 2004 Balance Sheet and (ii) any amounts that were taken into account in the calculation of the Stock Component pursuant to Section 1.3 to the extent that such amounts (i) related to the subject matter that gave rise to the Loss and (ii) were in the favor of the Indemnified Party.

62

Section 7.7. Adjustment to Purchase Price. The Seller and Acquisition agree to treat any payments in respect of indemnity Losses pursuant to Article 5 or this Article 7 as adjustments to the Purchase Price.

Section 7.8. Exclusive Remedies. Except as otherwise expressly provided in this Agreement, following the Closing, the remedies in this Article 7 shall be the exclusive remedies of the parties with respect to any and all matters covered by this Agreement; provided, however, that (i) the remedies in Article 5 shall be the exclusive remedies of the parties with respect to any and all matters covered by Article 5, and (ii) no party hereto shall be deemed to have waived any rights, claims, causes of action or remedies if and to the extent such rights, claims, causes of action or remedies may not be waived under Law or intentional fraud or willful misconduct is proven on the part of a party by another party hereto. No party hereto shall have any liability under any provision of this Agreement or otherwise for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby.

ARTICLE 8

TERMINATION; AMENDMENT; WAIVER

Section 8.1. Termination. This Agreement may be terminated and the transactions contemplated herein may be abandoned:

(a) at any time prior to the Closing Date, by the mutual written consent of Acquisition and CSC;

(b) at any time prior to the Closing Date, by either of Acquisition or CSC if (i) a Law shall have been enacted, entered or promulgated prohibiting the transactions contemplated hereby on the terms contemplated by this Agreement, (ii) any Governmental Entity shall have issued a Judgment or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and such order, decree, ruling or other action shall have become final and non-appealable or (iii) any Governmental Entity shall have taken any action permanently prohibiting the expiration or termination of any waiting period applicable to the sale of the Shares contemplated by this Agreement under the HSR Act or any similar statute or regulations of a foreign Governmental Entity; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 8.1(b) shall not have breached in any material respect its obligations under Section 4.4;

(c) at any time prior to the Closing Date, by either Acquisition or CSC if (i) the consummation of the transactions contemplated in this Agreement shall not have occurred on or before March 31, 2005 (the “Termination Date“) (provided, that if the transactions have not been consummated prior to such date as a result of a delay in obtaining debt financing for such transactions and Acquisition is diligently pursuing such debt financing, the Termination Date shall be automatically extended by up to 45 days); provided, however, that the party seeking to terminate this Agreement pursuant to this Section 8.1(c) shall not have breached in any material respect its obligations under this Agreement;

63

(d) at any time prior to the Closing Date, by CSC:

(i) (A) if there shall be a breach of any one or more of the representations and warranties of Parent or Acquisition contained in this Agreement that is qualified as to an Acquisition Material Adverse Effect or (B) if there shall be a breach of any one or more of the representations and warranties of Parent or Acquisition contained in this Agreement that is not qualified as to an Acquisition Material Adverse effect, except in the case of clause (B) where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in an Acquisition Material Adverse Effect;

(ii) if there shall be a material breach by Acquisition of any of its covenants, agreements or obligations contained in this Agreement; which breach, either is not capable of being cured or, if it is capable of being cured, has not been cured by the tenth (10th) business day following written notice to Acquisition from CSC and the Seller of such breach; provided that CSC and the Seller may not terminate this Agreement pursuant to this Section 8.1(d)(ii) if CSC or the Seller is in material breach of this Agreement; or

(iii) if, as of the Termination Date (as it may be extended pursuant to Section 8.1(c)), the conditions set forth in Sections 6.1 and 6.3 are satisfied (or in the case of those conditions set forth in Section 6.3 that are to be satisfied on the Closing Date, are capable of being satisfied) and Acquisition shall have failed to obtain the financing necessary to pay the full amount of the Cash Component, provided that neither CSC nor the Seller may terminate this Agreement pursuant to this Section 8.1(d)(iii) if CSC or the Seller is in material breach of this Agreement;

(e) by Acquisition:

(i) at any time prior to the Closing Date, (A) if there shall be a breach of any one or more of the representations and warranties of CSC or the Seller contained in this Agreement that is qualified as to a Company Material Adverse Effect or (B) if there shall be a breach of any one or more of the representations and warranties of CSC or the Seller contained in this Agreement that is not qualified as to a Company Material Adverse effect, except in the case of clause (B) where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Company Material Adverse Effect;

(ii) at any time prior to the Closing Date, there shall be a material breach by CSC or the Seller of any of its covenants, agreements or obligations contained in this Agreement, which breach, either is not capable of being cured or, if it is capable of being cured, has not been cured by the tenth (10th) business day following written notice to CSC and the Seller from Parent or Acquisition of such breach; provided that Acquisition may not terminate this Agreement pursuant to this Section 8.1(e) if Parent or Acquisition is in material breach of this Agreement; or

64

(iii) on or prior to the third (3rd) business day following the delivery of the Audited Financial Statements pursuant to Section 4.14, if there shall be a MAE Deviation with respect thereto.

Section 8.2. Effect of Termination. In the event of termination of this Agreement by CSC, the Seller, Parent or Acquisition as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Acquisition, CSC or the Seller, other than the provisions of this Section 8.2, Section 4.3(d), Section 8.3 and Article 9; provided that nothing herein shall relieve any party from liability for any willful breach hereof.

Section 8.3. Fees and Expenses.

(a) If this Agreement is terminated pursuant to Section 8.1(d), then (i) Parent and Acquisition shall pay, or cause to be paid, to CSC, at the time of such termination, an amount (the “Termination Fee”) equal to $15,000,000 as liquidated damages and (ii) Parent and Acquisition shall reimburse CSC and/or the Seller, as applicable, for up to $1,000,000 of any reasonable out-of-pocket expenses incurred by CSC, Seller or the Dyn International Companies through the date of termination in connection the transactions contemplated hereby. The parties expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon such termination of this Agreement in circumstances where the Termination Fee is payable in accordance with this Section 8.3(a), the rights to payments under this Section 8.3(a): (i) constitute a reasonable estimate of the damages that will be suffered by reason of any such termination of this Agreement and (ii) shall be in full and complete satisfaction of any and all damages arising as a result of the foregoing. CSC and the Seller hereby agree that, except as otherwise provided in this Section 8.3(a), if the Closing does not occur, in no event shall Parent or Acquisition have any liability to CSC or the Seller under this Agreement.

(b) Each of the parties acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other parties hereto would not enter into this Agreement; accordingly, if Parent fails to promptly pay any amount due pursuant to this Section 8.3, and, in order to obtain such payment, the other parties commence a suit that results in a judgment against Parent or Acquisition for the Termination Fee or other amounts payable pursuant to this Section 8.3, Parent and Acquisition shall also pay to the other party its costs and expenses incurred in connection with such litigation.

(c) Whether or not the Closing occurs, except to the extent otherwise provided in this Agreement, each of the parties hereto shall pay its own expenses incurred in connection with the transactions provided for in this Agreement, including, but not limited to, the fees and expenses of their respective counsel, investment bankers, accountants and other advisors; provided, that the filing fee for the HSR Act filing and filings required by similar statutes or regulations of foreign Governmental Entities shall be paid by Acquisition and provided, further, the Auditor Fees, to the extent not taken into account in the calculation of the Closing Pro Forma Net Working Capital Amount, shall be paid by Acquisition or the Dyn International Companies.

65

Section 8.4. Amendment; Extension; Waiver.

(a) This Agreement may not be amended except by an instrument in writing signed on behalf of the parties hereto.

(b) At any time prior to the Closing Date, Acquisition may (i) extend the time for the performance of any of the obligations or other acts of CSC or Seller, (ii) waive any inaccuracies in the representations and warranties of CSC or Seller contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by CSC or Seller with any of the agreements or conditions contained herein. Any agreement on the part of Acquisition to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

(c) At any time prior to the Closing Date, each of CSC and Seller may (i) extend the time for the performance of any of the obligations or other acts of Parent or Acquisition, (ii) waive any inaccuracies in the representations and warranties of Parent or Acquisition contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by Parent or Acquisition with any of the agreements or conditions contained herein. Any agreement on the part of CSC or Seller to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

(d) The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

ARTICLE 9

MISCELLANEOUS

Section 9.1. Entire Agreement; Assignment.

(a) This Agreement (including the Exhibits, Schedules and other agreements and instruments delivered in connection herewith), the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and thereof. No representation, warranty, promise, inducement or statement of intention has been made by any party that is not embodied in this Agreement or such other documents, and none of the parties shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein.

(b) Neither this Agreement nor any of the parties’ rights hereunder shall be assignable by any party hereto (whether voluntarily, involuntarily, by operation of law, or otherwise) without the prior written consent of the other party hereto; provided, however, that CSC and Seller may assign all or any portion of their rights hereunder to an affiliate without the prior written consent of Parent or Acquisition, and provided, further, however, that Acquisition

66

may assign all or any portion of its rights and obligations hereunder to a wholly-owned Subsidiary of Parent or Acquisition or financing source without the prior written consent of CSC or Seller.

Section 9.2. Validity. If any provision of this Agreement, or the application thereof to any person or circumstance, is held invalid or unenforceable, the remainder of this Agreement, and the application of such provision to other persons or circumstances, shall not be affected thereby and, to such end, the provisions of this Agreement are agreed to be severable.

Section 9.3. Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given on the earlier of (w) the date of delivery if delivered personally, or if by facsimile or email, upon written confirmation of receipt by facsimile, email or otherwise, (x) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, (y) the earlier of confirmed receipt or the fifth business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid or (z) actual receipt. All notices hereunder shall be delivered to the addresses set forth below:

if to Seller:	c/o Computer Sciences Corporation
	2100 East Grand Avenue
	El Segundo, California 90245
	Attention: General Counsel
	Telecopier: (310) 322-9767
with a copy to:	Gibson, Dunn & Crutcher LLP
	333 South Grand Avenue
	Los Angeles, California 90071
	Attention: Kenneth M. Doran, Esq.
	Telecopier: (213) 229-7520
if to Parent or Acquisition:	c/o Veritas Capital Management II, L.L.C.
	660 Madison Avenue, 14th Floor
	New York, New York 10021
	Attention: Robert B. McKeon
	Telecopier: 212-688-9411
with a copy to:	Schulte Roth & Zabel LLP
	919 Third Avenue
	New York, New York 10022
	Attention: Benjamin M. Polk, Esq.
	Telecopier: (212) 593-5955

or to such other address as the person to which notice is given may have previously furnished to the others in writing in the manner set forth above.

67

Section 9.4. Governing Law; Submission to Jurisdiction.

(a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal Laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

(b) Each of the parties irrevocably agrees that any Proceeding arising out of or related to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns shall only be brought in the Court of Chancery in and for New Castle County in the State of Delaware, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or Proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and other than to enforce judgments obtained in such courts, agrees not to commence any Proceeding relating thereto except in such courts). Each of the parties agrees further to accept service of process in any manner permitted by such courts. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Proceeding arising out of or related to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) to the fullest extent permitted by law, that (A) the Proceeding in any such court is brought in an inconvenient forum, (B) the venue of such Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (iv) any right to a trial by jury.

Section 9.5. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 9.6. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its successors and permitted assigns, and except as expressly provided in Section 4.6, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 9.7. Certain Definitions. For the purposes of this Agreement, the term:

“affiliate“ of a person means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person;

“Ancillary Agreements“ shall mean the Transition Services Agreement, the Fort Worth Shared Facility Sublease, the Fort Worth Warehouse License, the Fort Worth Office License, the Fort Worth Office License Assignment, the IP License Agreement, the Trademark License Agreement and the Joint Defense Agreement.

68

“Auditor Fees” any professional service fees payable to Deloitte and Touche LLP in connection with the audit contemplated by Section 4.14 and the review of, or any procedures with respect to, any other financial statements prepared by the Dyn International Companies in connection with the transactions contemplated by this Agreement, including the Rule 144A Offering (or such other accounting firm as selected to conduct such audit, review or procedures in connection with the transactions contemplated hereby) (the “Auditors”).

“business day” means any day other than a day on which the NYSE is closed;

“capital stock” means common stock, preferred stock, partnership interests, limited liability company interests or other ownership interests entitling the holder thereof to vote with respect to matters involving the issuer thereof;

“Contract” means any written contract, agreement, instrument, plan or understanding.

“Cuban Designated National” means a “Designated National”, as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515.

“DTS” means DynCorp Technical Services, LLC, a Delaware limited liability company.

“GAAP” means United States generally accepted accounting principles and practices as in effect from time to time and applied consistently throughout the periods involved.

“Indebtedness” shall mean the financial indebtedness of the Dyn International Companies, including, without limitation, (a) any indebtedness for borrowed money (including net inter-company and related-party indebtedness between the Dyn International Companies and the Seller Group), (b) any obligations for the deferred and unpaid purchase price of property or services, (c) any obligations evidenced by notes, bonds, debentures or other similar instruments, (d) any obligations under capitalized leases and other similar capital obligations, (e) any obligations under any derivative agreements or any other similar agreements (including interest-rate, exchange-rate, commodity and equity linked agreements), (f) any obligations in respect of off-balance sheet arrangements or transactions that are in the nature of, or in substitution of, financings, and (g) any indebtedness or other obligations of the type specified in the foregoing clauses, the payment or collection of which any of the Dyn International Companies have guaranteed or in respect of which any of them is liable, contingently or otherwise, including by way of agreement to purchase products or securities, to provide funds for payment, to maintain working capital or other balance sheet conditions or otherwise to assure a creditor against a loss.

“knowledge” or “known” means, with respect to any matter in question, if any of the officers or other persons listed on Schedule 9.7 has actual knowledge of such matter.

“LLC Conversions” the conversion, by statutory conversion, merger or such other means as may be permitted under applicable Law, of each of following Subsidiaries into a

69

limited liability company: (i) DTS Aviation Services, Inc., a Nevada corporation (“DTSAS”), (ii) Dyn Marine Services, Inc., a California corporation (“Dyn Marine”), (iii) Dyn Marine Services of Virginia, Inc., a Virginia corporation (“Dyn Marine II”), (iv) DynCorp Aerospace Operations, Inc., a Delaware corporation, (v) DynCorp International Services, Inc., a Virginia corporation, and (vi) Services International Ltd., a Delaware corporation.

“Loss” means any and all claims, actions, causes of action, arbitrations, proceedings, losses, damages, liabilities and expenses (including, without limitation, settlement costs, reasonable attorneys’ fees and any other expenses of investigating or defending any actions or threatened actions).

“MAE Deviation” shall mean a greater than 5% adverse change between (i) (A) the FY2004 Pro Forma Net Working Capital Amount as calculated based on the Unaudited FY2004 Balance Sheet in accordance with Schedule 1.3(a)(i) and (B) the FY2004 Pro Forma Net Working Capital Amount as recalculated based on the FY2004 Balance Sheet in accordance with Schedule 1.3(a)(i) or (ii) (A) operating income reflected on the Unaudited FY2004 Income Statement and (B) operating income reflected on the FY2004 Income Statement.

“person” means an individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated organization or other legal entity.

“Senior Foreign Political Figure” means (i) a current or former senior official in the executive, legislative, administrative, military, or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned commercial enterprise; (ii) a corporation, business or other entity that has been formed by, or for the benefit of, any such individual; (iii) an immediate family member of any such individual and (iv) a person who is widely and publicly known (or is actually known by Parent or Acquisition) to maintain a close personal relationship with any such individual.

“Unaudited FY2004 Balance Sheet” means the unaudited consolidated balance sheet of the Dyn International Companies as of April 2, 2004, a copy of which is attached hereto as Exhibit H.

“Unaudited FY2004 Income Statement” means the unaudited consolidated statements of operations, cash flows and changes to stockholder’s equity of the Dyn International Companies for the fiscal year ended April 2, 2004, a copy of which is attached hereto as Exhibit I.

Section 9.8. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9.9. Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of CSC, the Seller, Parent or Acquisition, or any officer, director, employee, agent, representative or investor of or in any party hereto that is not a party hereto.

70

Section 9.10. Specific Performance. The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to consummate the transactions contemplated hereby, will cause irreparable injury to the other parties for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party’s obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder.

Section 9.11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

71

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

COMPUTER SCIENCES CORPORATION
By:	/s/ Paul T. Tucker
Name:	Paul T. Tucker
Title:	Vice President
DYNCORP
By:	/s/ Paul T. Tucker
Name:	Paul T. Tucker
Title:	Vice President
THE VERITAS CAPITAL FUND II, L.P.
By:	Veritas Capital Management II, L.L.C.,
Its:	General Partner
By:	/s/ Robert B. McKeon
Name:	Robert B. McKeon
Title:	Authorized Signatory
DI ACQUISITION CORP.
By:	/s/ Robert B. McKeon
Name:	Robert B. McKeon
Title:	President

Signature Page to Purchase Agreement

EX-1.2

Exhibit 1.2

EXECUTION COPY

FIRST AMENDMENT TO PURCHASE AGREEMENT

This First Amendment, dated as of February 11, 2005 (this “Amendment”), to the Purchase Agreement, dated as of December 12, 2004 (the “Agreement”), by and between Computer Sciences Corporation, a Nevada corporation, and DynCorp, a Delaware corporation, on the one hand, and The Veritas Capital Fund II, L.P., a Delaware limited partnership, and DI Acquisition Corp., a Delaware corporation on the other hand.

WHEREAS, the parties to the Agreement desire to enter into this Amendment to amend certain provisions of the Agreement, as set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained, the parties hereto hereby agree as follows:

Section 1. Capitalized Terms. All capitalized terms used in this Amendment and not otherwise defined herein shall have their respective meanings set forth in the Agreement.

Section 2. Amendment. Section 5.6 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Section 5.6. Allocation of Price. Within 90 days after the Closing Date, Acquisition and the Seller shall agree as to the allocation of the Purchase Price among the Dyn International Companies, and to the extent required by Law or any Tax elections, among the assets of the Dyn International Companies; provided, however, that if, within 90 days after the Closing Date, Acquisition and the Seller are unable to agree, any disputed items shall be submitted to a mutually acceptable appraisal firm (the “Appraiser”) for resolution, it being understood that the Appraiser’s duty would be to resolve disputes regarding allocation of the Purchase Price and not to interpret or to resolve disputes over the proper interpretation of this Agreement. With respect to all items in dispute, Acquisition and the Seller shall each submit its proposed resolution and the Appraiser shall be instructed to determine which proposal results in the more accurate allocation of the Purchase Price and shall, not later than within 150 days after the Closing Date, select one of the two proposals. The fees and expenses of the Appraiser shall be paid by the party whose position was not selected as resulting in the most accurate allocation pursuant to the preceding sentence. Thereafter, Acquisition and the Seller shall file all applicable Tax Returns in a manner consistent with the allocations agreed to by Acquisition and the Seller or determined by the Appraiser, as the case may be, and shall not take any positions inconsistent with such allocations unless required by Law.”

Section 3. Miscellaneous.

Section 3.1. Entire Agreement; Assignment.

(a) The Agreement (including the Exhibits, Schedules and other agreements and instruments delivered in connection herewith), this Amendment, the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and thereof. No representation, warranty, promise, inducement or statement of intention

has been made by any party that is not embodied in the Agreement, this Amendment or such other documents, and none of the parties shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein.

(b) Neither this Amendment nor any of the parties’ rights hereunder shall be assignable by any party hereto (whether voluntarily, involuntarily, by operation of law, or otherwise) without the prior written consent of the other party hereto; provided, however, that CSC and Seller may assign all or any portion of their rights hereunder to an affiliate without the prior written consent of Parent or Acquisition, and provided, further, however, that Acquisition may assign all or any portion of its rights and obligations hereunder to a wholly-owned Subsidiary of Parent or Acquisition or financing source without the prior written consent of CSC or Seller.

Section 3.2. Validity. If any provision of this Amendment, or the application thereof to any person or circumstance, is held invalid or unenforceable, the remainder of this Amendment, and the application of such provision to other persons or circumstances, shall not be affected thereby and, to such end, the provisions of this Amendment are agreed to be severable.

Section 3.3. Governing Law; Submission to Jurisdiction. This Amendment and all disputes or controversies arising out of or related to this Amendment shall be governed by, and construed in accordance with, the internal Laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

Section 3.4. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Amendment.

Section 3.5. Parties in Interest. This Amendment shall be binding upon and inure solely to the benefit of each party hereto and its successors and permitted assigns, and nothing in this Amendment, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Amendment.

Section 3.6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

Section 3.7. Full Force and Effect. Except as expressly amended hereby, the Agreement remains in full force and effect and in accordance with its terms and the parties shall prepare a composite of the Agreement and this Amendment.

[Remainder of this page intentionally left blank. Signature page follows.]

2

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed on its behalf as of the day and year first above written.

COMPUTER SCIENCES CORPORATION
By:	/s/ Paul T. Tucker
	Name: Paul T. Tucker
	Title:   Vice President
DYNCORP
By:	/s/ Paul T. Tucker
	Name: Paul T. Tucker
	Title:   Vice President
THE VERITAS CAPITAL FUND II, L.P.
By: Veritas Capital Management II, L.L.C.
Its: General Partner
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon
	Title:   Authorized Signatory
DI ACQUISITION CORP.
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon
	Title:   President

3

EX-3.1

Exhibit 3.1

CERTIFICATE OF FORMATION

OF

DynCorp International LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is DynCorp International LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

Executed on December 27, 2000

/s/ K. M. Ball

K. M. Ball, Authorized Person

        STATE OF DELAWARE

        SECRETARY OF STATE

DIVISION OF CORPORATIONS

  FILED 09:00 AM 12/27/2000

        001652179 – 3336709

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

OPERATING AGREEMENT

OF

DYNCORP INTERNATIONAL LLC

This Amended and Restated Operating Agreement of DynCorp International LLC, a Delaware limited liability company (the “Company”), organized pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), is made as of February 11, 2005 and entered into by DynCorp International Inc., (f/k/a DI Acquisition Corp.), a Delaware limited liability company (“DII” or the “Member”).

RECITALS:

WHEREAS, the Company was originally formed pursuant to the Certificate of Formation (the “Certificate”) of the Company filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on December 27, 2000 and the terms of the Operating Agreement of the Company, dated as of December 27, 2000 and amended as of May 7, 2001 (the “Original Agreement”), entered into by DynCorp, a Delaware corporation (“DynCorp”), as the sole member;

WHEREAS, pursuant to the terms of that certain Purchase Agreement, dated as of December 12, 2004, by and among Computer Sciences Corporation, a Nevada corporation, and DynCorp, on the one hand, and The Veritas Capital Fund II, L.P., a Delaware limited partnership, and DII, on the other hand (as amended by First Amendment to Purchase Agreement, dated as of February 11, 2005, the “Purchase Agreement”), effective as of the date hereof, DI Finance LLC, a Delaware limited liability company (“DI Finance”), as successor by assignment to DII, acquired from DynCorp all of the Membership Interests (as hereinafter defined) in the Company;

WHEREAS, immediately after consummation of the transaction under the Purchase Agreement, DI Finance merged with and into the Company, with the Company being the surviving entity (the “Merger”), and, as result of the Merger, DII has become the owner of all of the Membership Interests in the Company;

WHEREAS, DII, as the Member, desires to continue the Company as a limited liability company without dissolution under the Act; and

WHEREAS, the Member desires to amend and restate the terms of the Original Agreement by entering into this Amended and Restated Operating Agreement of the Company;

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, it is hereby agreed that the Original Agreement is hereby amended and restated in its entirety as follows:

ARTICLE I

FORMATION AND TERM

Section 1.1 Name. The name of the Company is “DynCorp International LLC,” and the Company may conduct business under that name or any other name hereafter approved by the Board (as defined herein), and any Officers (as defined herein) of the Company are to be considered authorized persons within the meaning of the Act who may, each acting alone, execute, deliver, and file any amendment and/or restatement of the Certificate as necessary to change the name of the Company consistent with the provisions of this Agreement.

Section 1.2 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

Section 1.3 Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. At any time, the Board (as defined below) may designate another registered office.

Section 1.4 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. At any time, the Board may designate another registered agent.

Section 1.5 Term. The term of the Company will commence on the date that the Certificate of the Company is filed in the office of the Secretary of State and shall continue until dissolved in accordance with the provisions of this Agreement and the Act.

Section 1.6 Qualification in Other Jurisdictions. The Board shall cause the Company to be qualified, formed or registered if necessary under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Board or any officer of the Company, as authorized person, within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE II

MANAGEMENT

Section 2.1 Board of Managers; Delegation of Authority and Duties.

(a) The Board. The business and affairs of the Company shall be managed and controlled by a board of managers (the “Board”) which shall possess all rights and powers of managers as provided in the Act and otherwise by law. Except as otherwise expressly provided for herein, the Member hereby consents to the exercise by the Board of all such powers and rights conferred on the Member by the Act or otherwise by law with respect to the management and control of the Company.

- 2 -

(b) Delegation by the Board. The Board shall have the power and authority to delegate to one or more other Persons the Board’s rights and powers to manage and control the business and affairs of the Company, including delegating such rights and powers of the Board to agents and employees of the Company (including Officers). The Board may authorize any Person (including, without limitation, any Officer) to enter into any document on behalf of the Company and perform the obligations of the Company thereunder.

Section 2.2 Establishment of Board.

(a) Number of Members of the Board The authorized number of members of the Board shall be one (1).

(b) Designation. The initial sole member of the Board is Robert B. McKeon. The Member shall have the right to designate (and to remove and designate successive replacements for) the members of the Board.

Section 2.3 Officers.

(a) Designation and Appointment. The Board may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Board), including employees, agents and other persons who may be designated as “Officers” of the Company, with titles including but not limited to “chairman,” “chief executive officer,” “president,” vice president,” “treasurer,” “secretary,” “general counsel,” “director” and “chief financial officer,” as and to the extent authorized by the Board. Any number of offices may be held by the same person. In the Board’s discretion, the Board may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or members of the Company. Any Officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Board.

(b) Resignation and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Board. The acceptance by the Board of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed as such, either with or without cause, at any time by the Board. Designation of any person as an Officer by the Board pursuant to the provisions of Section 2.3(a) shall not in and of itself vest in such Person any contractual or employment rights with respect to the Company.

(c) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall (i) owe to the Company and the Member duties of loyalty and due care of the type

- 3 -

owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware, and (ii) keep the Board reasonably apprised of material developments in the business of the Company.

(d) Chairman. Subject to the powers of the Board, the Chairman of the Company shall have such powers, perform such tasks and have such responsibilities as are possessed, performed and held by persons employed in similar capacities in companies similar to the Company, and have such additional powers and perform such other duties as may be prescribed by the Board.

(e) Chief Executive Officer. Subject to the powers of the Board, the chief executive officer of the Company shall be in general and active charge of the entire business and affairs of the Company, and shall be its chief policy making Officer, and have such additional powers and perform such other duties as may be prescribed by the Chairman of the Company or the Board.

(f) President. The president of the Company shall, subject to the powers of the Board and the chief executive officer of the Company, have general and active management of the business of the Company, and shall see that all orders and resolutions of the Board are effectuated. The president of the Company shall have such other powers and perform such other duties as may be prescribed by the chief executive officer of the Company or by the Board.

(g) Chief Financial Officer. The chief financial officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the Company’s assets, liabilities, receipts, disbursements, gains, losses, capital and Units. The chief financial officer of the Company shall have custody of the funds and securities of the Company, keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. The chief financial officer of the Company shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or the Board.

(h) General Counsel. The general counsel of the Company shall have general charge of the legal affairs of the Company, and shall cause to be kept adequate records of all suits or actions, of every nature, to which the Company may be a party, or in which it has an interest, with sufficient data to show the nature of the case and the proceedings therein. The general counsel of the Company shall prepare, or cause to be prepared, legal opinions on any subject necessary for the affairs of the Company, and shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or the Board.

(i) Vice President(s). The vice president(s) of the Company shall perform such duties and have such other powers as the chief executive officer of the Company or the Board may from time to time prescribe. A vice president may be designated as an Executive Vice President, a Senior Vice President, an Assistant Vice President, or a vice president with a functional title.

(j) Secretary.

(A) The secretary of the Company shall keep all documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the chief executive officer of the Company or the Board. The secretary of the Company shall have the general duties, powers and responsibilities of a secretary of a corporation organized under the laws of the State of Delaware.

(B) If the Board chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of seniority, shall in the Company secretary’s absence, disability or inability to act, perform the duties and exercise the powers of the secretary of the Company, and shall perform such other duties as the chief executive officer of the Company or the Board may from time to time prescribe.

(k) Treasurer. The treasurer of the Company shall receive, keep, and disburse all moneys belonging to or coming to the Company. The treasurer of the Company shall prepare, or cause to be prepared, detailed reports and records of all expenses, losses, gains, assets, and liabilities of the Company as directed by the chief financial officer of the Company and shall perform such other duties in connection with the administration of the financial affairs of the Company as may from time to time be prescribed by the chief financial officer or the chief executive officer of the Company or by the Board.

ARTICLE III

UNITS; CAPITAL CONTRIBUTIONS,

CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES

Section 3.1 Units. The Member’s ownership interest in the Company shall be measured by the number of units (the “Units”) owned by the Member. There shall be an aggregate of 100 Units allocated to the Member. The Company may in its discretion issue certificates to the Member representing the Units held by the Member.

Section 3.2 Contributions. The Member has made a capital contribution to the Company in the amount set forth in the books and records of the Company.

Section 3.3 Additional Contributions. No Member shall have any obligation to make additional capital contributions to the Company.

Section 3.4 Allocations Generally. The Company’s profit and loss shall be allocated to the Member.

Section 3.5 Distributions. Except as provided in Article V and this Section 3.5, distributions shall, subject to the Act and other applicable law, be made to the Member at the times and in the aggregate amounts determined by the Board.

- 5 -

Section 3.6 Capital Accounts. A capital account (a “Capital Account”) shall be maintained for the Member in accordance with the capital accounting rules of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. The Member shall have an initial Capital Account balance equal to the Member’s initial capital contribution to the Company.

ARTICLE IV

ADMINISTRATIVE PROVISIONS

Section 4.1 Accounting Method. The accounting for Company purposes shall be in accordance with accounting principles determined by the Board.

Section 4.2 No Salaries to Member or the Board. No salary shall be paid to the Member or the Board for services to the Company.

Section 4.3 Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation §301.7701-3 and shall not make an election to be classified as a corporation.

ARTICLE V

DISSOLUTION AND TERMINATION

Section 5.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there are no member of the Company unless the Company is continued in accordance with the Act. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

(1) satisfaction (whether by payment or the making of reasonable provision for payment) of debts and liabilities of the Company other than to the Member;

(2) to payment of amounts owed to the Member for amounts borrowed from and not repaid to the Member; and

(3) to the Member.

Section 5.2 Gains or Losses in Winding-Up. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Member in the manner set forth in Section 3.4. Any property distributed in kind in the liquidation of the Company shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Member in the manner set forth in Section 3.4.

- 6 -

Section 5.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Member in the manner provided for in this Article V, and the certificate of formation of the Company in effect as of the date thereof shall have been canceled in the manner required by the Act.

ARTICLE VI

ADMISSION OF A MEMBER

Section 6.1 Admission of a Member. The Member has been admitted as a member of the Company pursuant to this Agreement. No other person may be admitted as a member of the Company unless the Member consents.

ARTICLE VII

GOVERNING LAW

Section 7.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

Section 8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person (as defined herein) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

Section 8.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

Section 8.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement; provided, however, that any indemnity under this Section 8.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

- 7 -

Section 8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.3.

Section 8.5 Covered Person. For purposes of this Article VIII, “Covered Person” shall mean any member of the Board, a Member, any affiliate of a member of the Board or a Member, any officer, director, shareholder, partner, member, employee, representative or agent of a member of the Board or a Member, or their respective affiliates, or any employee, officer or agent of the Company or its affiliates.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Notices. All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be mailed by regular mail, postage prepaid, to the Member at the address listed on the signature page, or at such other address as he or she may specify to the Company in a written notice pursuant to this Section 10.1.

Section 9.2 Entire Agreement. This document constitutes the entire Agreement and understanding by the Member and supercedes all prior agreements and undertakings, if any, with respect hereto.

Section 9.3 Amendment. This Agreement may be amended only upon the written consent of the Member.

Section 9.4 Captions. The titles and captions contained herein are for convenience only and shall not be deemed part of this Agreement.

Section 9.5 Definition.

(a) “Membership Interest” means, with respect to a Member, such Member’s entire interest (including its limited liability company interest) in the Company, and the property, assets, business and capital thereof, including (i) the share of the profits, losses and distributions of the Company allocable to such Member under the provisions of this Agreement and (ii) such Member’s right to vote or consent hereunder, any right to information provided hereunder or under the Act and any and all other rights provided hereunder or under the Act.

(b) “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

- 8 -

Section 9.6 Other. Each limited liability company interest in the Company shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the States of Delaware and New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

- 9 -

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amended and Restated Operating Agreement as of the date and year first written above.

DYNCORP INTERNATIONAL INC
(f/k/a DI Acquisition Corp.)
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon
	Title:   President
Address:
c/o Veritas Capital Management II, L.L.C.
660 Madison Avenue
New York, NY 10021

EX-3.3

Exhibit 3.3

CERTIFICATE OF INCORPORATION

of

DIV CAPITAL CORPORATION

(Pursuant to Section 102 of the General

Corporation Law of the State of Delaware)

THE UNDERSIGNED, desiring to form a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware (the “GCL”), hereby certifies as follows:

FIRST: The name of the corporation is: DIV CAPITAL CORPORATION. (the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 615 South Dupont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent of the Corporation at such address is National Corporate Research, Ltd.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation are to engage in, promote, and carry on any lawful act or activity for which corporations may be organized under the GCL.

FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is 1,000 shares of Common Stock. The par value of said shares shall be $0.01 per share.

FIFTH: The name and mailing address of the sole incorporator of the Corporation is Christian H. Mittweg, Esq., c/o Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022.

SIXTH: The board of directors of the Corporation shall have the power to adopt, amend or repeal the Bylaws of the Corporation at any meeting at which a quorum is present by the affirmative vote of a majority of the whole board of directors. Election of directors need not be by written ballot. Any director may be removed at any time with or without cause, and the vacancy resulting from such removal shall be filled, by vote of a majority of the stockholders of the Corporation at a meeting called for that purpose or by unanimous consent in writing of the stockholders.

SEVENTH: To the fullest extent permitted by law, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

THE UNDERSIGNED has executed this Certificate of Incorporation this 10th day of January, 2004.

/s/ Christian H. Mittweg

Christian H. Mittweg

Sole Incorporator

EX-3.4

Exhibit 3.4

BYLAWS

of

DIV CAPITAL CORPORATION

(as originally adopted: January 11, 2005)

BYLAWS

of

DIV CAPITAL CORPORATION

a Delaware corporation (hereinafter referred

to as the “Company”)

ARTICLE I - OFFICES

Section 1.1. Location. The address of the registered office of the Company in the State of Delaware and the name of the registered agent at such address shall be as specified in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent certificate of change filed pursuant to law. The Company may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Company may require.

Section 1.2. Change of Location. In the manner permitted by law, the Board of Directors or the registered agent may change the address of the Company’s registered office in the State of Delaware and the Board of Directors may make, revoke or change the designation of the registered agent.

ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the stockholders of the Company for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at the registered office of the Company, or at such other place within or without the State of Delaware as the Board of Directors may fix, at 10 o’clock A.M. on the 3rd Wednesday in April of each year commencing with the year 2005, but if such a date is a legal holiday, then on the next succeeding business day, or may be held by telephone conference or other similar means, or by written consent.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, the President, the Secretary or by order of the Board of Directors. Special meetings of stockholders shall be held at such place within or without the State of Delaware as shall be designated in the notice of meeting, or may be held by telephone conference or other similar means, or by written consent.

Section 2.3. Quorum. At any meeting of stockholders, except as otherwise expressly required by law or by the Certificate of Incorporation, the holders of record of at least a majority of the outstanding shares of capital stock entitled to vote or act at such meetings shall be present or represented by proxy in order to constitute a quorum for the transaction of any business, but less than a quorum shall have power to adjourn any meeting until a quorum shall be present.

Section 2.4. Voting. At any meeting of stockholders at which a quorum shall be present, each matter shall be decided by majority vote of the shares voting on such matter, except as otherwise expressly required by law or by the Certificate of Incorporation and except as otherwise expressly provided in these Bylaws.

Section 2.5. Action by Consent of Stockholders. Whenever any action by the stockholders at a meeting thereof is required or permitted by law, the Certificate of Incorporation or these Bylaws, such action may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of such action without a meeting and by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III - BOARD OF DIRECTORS

Section 3.1. General Powers. The property, business and affairs of the Company shall be managed by the Board of Directors. The Board of Directors may exercise all such powers of the Company and have such authority and do all such lawful acts and things as are permitted by law, the Certificate of Incorporation or these Bylaws.

Section 3.2. Number of Directors. The Board of Directors of the Company shall consist of one or more members; the exact number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution adopted by a majority of the whole Board of Directors. Until the number of directors has been so fixed by the Board of Directors, the number of directors constituting the whole Board of Directors shall be one.

Section 3.3. Qualification. Directors need not be stockholders of the Company.

Section 3.4. Election. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, after the first meeting of the Company at which directors are elected, directors of the Company shall be elected in each year at the annual meeting of stockholders or at a special meeting in lieu of the annual meeting called for such purpose, by a plurality of votes cast at such meeting. The voting on directors at any such meeting need not be by written ballot unless otherwise so requested by any stockholder.

Section 3.5. Term. Each director shall hold office until his successor is duly elected and qualified, except in the event of the earlier termination of his term of office by reason of death, resignation, removal or other reason.

Section 3.6. Resignation and Removal. Any director may resign at any time upon written notice to the Board of Directors, the President or the Secretary. Any director may be removed at any time for any reason and his place filled by the stockholders.

Section 3.7. Vacancies. Vacancies in the Board of Directors (unless the vacancy be caused by the removal of a director) and newly created directorships resulting from any increase in the authorized number of directors shall be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The vacancy caused by the removal of a director shall be filled by the stockholders.

- 2 -

Each director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors a majority of the total number of directors shall be present to constitute a quorum for the transaction of business. A director interested in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the directors present may adjourn the meeting until a quorum shall be present.

Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.9. Regulations. The Board of Directors may hold its meetings and cause the books and records of the Company to be kept at such place or places within or without the State of Delaware as the Board of Directors may from time to time determine. A member of the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the Company by any of its officers, by an independent certified public accountant or by an appraiser selected with reasonable care by the Board of Directors or any committee of the Board of Directors or in relying in good faith upon other records of the Company.

Section 3.10. Annual Meeting of Board of Directors. An annual meeting of the Board of Directors shall be called and held for the purpose of organization, election of officers and transaction of any other business. If such meeting is held promptly after and at the place specified for the annual meeting of stockholders, no notice of the annual meeting of the Board of Directors need be given. Otherwise such annual meeting shall be held at such time (not more than thirty days after the annual meeting of stockholders) and place as may be specified in a notice of the meeting.

Section 3.11. Regular Meetings. Regular meetings of the Board of Directors shall be held at the time and place, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors. After there has been such determination and notice thereof has been given to each member of the Board of Directors, no further notice shall be required for any such regular meeting. Except as otherwise provided by law, any business may be transacted at any regular meeting.

Section 3.12. Special Meetings. Special meetings of the Board of Directors may, unless otherwise prescribed by law, be called from time to time by the President, and shall be called by

- 3 -

the President or the Secretary upon the written request of a majority of the whole Board of Directors directed to the President or the Secretary. Except as provided below, notice of any special meeting of the Board of Directors, stating the time, place and purpose of such special meeting, shall be given to each director.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a director (i) if mailed to such director, addressed to him at his address as it appears upon the books of the Company or at the address last made known in writing to the Company by such director as the address to which such notices are to be sent, at least two days before the day on which such meeting is to be held, (ii) if sent to him at such address by telecopier, telex or telegraph, not later than the day before the day on which such meeting is to be held, or (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Notice of any meeting of the Board of Directors need not be given to any director if waived by him in writing (or by telecopier, telex or telegram and confirmed in writing) whether before or after the holding of such meeting or if such director is present at such meeting. Any meeting of the Board of Directors shall be a duly constituted meeting without any notice thereof having been given if all directors then in office shall be present thereat.

Section 3.14. Committees of Directors. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Company.

Except as herein provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may be fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

Section 3.15. Powers and Duties of Committees. Any committee, to the extent provided in the resolution or resolutions creating such committee, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Company and may authorize the seal of the Company to be affixed to all papers which may require it. No such committee shall have the power or authority with regard to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Company’s property and assets, recommending to the stockholders a dissolution of the Company or a revocation of a dissolution or amending the Bylaws. The Board of Directors may, in the resolution creating a committee, grant to such committee the power and authority to declare a dividend or authorize the issuance of stock.

- 4 -

Section 3.16. Compensation of Directors. The Board of Directors may from time to time, in its discretion, fix the amounts which shall be payable to directors and to members of any committee of the Board of Directors for attendance at the meetings of the Board of Directors or of such committee and for services rendered to the Company.

Section 3.17. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV - OFFICERS

Section 4.1. Principal Officers. The principal officers of the Company shall be elected by the Board of Directors and shall include a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include a Chairman of the Board, one or more Vice Presidents and a Controller. Except as otherwise provided in the Certificate of Incorporation or these Bylaws, one person may hold the offices and perform the duties of any two or more of said principal offices.

Section 4.2. Election of Principal Officers; Term of Office. The principal officers of the Company shall be elected annually by the Board of Directors at each annual meeting of the Board of Directors. Failure to elect annually any principal officer shall not dissolve the Company.

If the Board of Directors shall fail to fill any principal office at an annual meeting, if any vacancy in any principal office shall occur or if any principal office shall be newly created, such principal office may be filled at any regular or special meeting of the Board of Directors.

Each principal officer shall hold office until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

Section 4.3. Subordinate Officers, Agents and Employees. In addition to the principal officers, the Company may have one or more Assistant Treasurers, Assistant Secretaries, Assistant Controllers and such other subordinate officers, agents and employees as the Board of Directors may deem advisable, each of whom shall hold office for such period and have such authority and perform such duties as the Board of Directors, the President or any officer designated by the Board of Directors may from time to time determine. The Board of Directors at any time may appoint and remove, or may delegate to any principal officer the power to appoint and to remove, any subordinate officer, agent or employee of the Company.

Section 4.4. Delegation of Duties of Officers. The Board of Directors may delegate the duties and powers of any officer of the Company to any other officer or to any director for a specified period of time for any reason that the Board of Directors may deem sufficient.

Section 4.5. Removal of Officers. Any officer of the Company may be removed with or without cause by resolution adopted by a majority of the directors then in office at any regular or special meeting of the Board of Directors or by a written consent signed by all of the directors then in office.

- 5 -

Section 4.6. Resignations. Any officer may resign at any time by giving written notice of resignation to the Board of Directors, to the President or to the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein. Unless otherwise specified in the notice, the acceptance of a resignation shall not be necessary to make the resignation effective.

Section 4.7. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of stockholders and of the Board of Directors at which he is present. The Chairman of the Board shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.8. President. The President shall, in the absence of the Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors at which he is present. The President shall be the chief executive officer of the Company and shall have general supervision over the business of the Company. The President shall have all powers and duties usually incident to the office of the President except as specifically limited by a resolution of the Board of Directors. The President shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.9. Vice President. In the absence or disability of the President or if the office of President be vacant, the Vice Presidents in the order determined by the Board of Directors, or if no such determination has been made in the order of their seniority, shall perform the duties and exercise the powers of the President, subject to the right of the Board of Directors at any time to extend or confine such powers and duties or to assign them to others. Any Vice President may have such additional designation in his title as the Board of Directors may determine. The Vice Presidents shall generally assist the President in such manner as the President shall direct. Each Vice President shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.10. Secretary. The Secretary shall act as Secretary of all meetings of stockholders and of the Board of Directors at which he is present, shall record all the proceedings of all such meetings in a book to be kept for that purpose, shall have supervision over the giving and service of notices of the Company and shall have supervision over the care and custody of the records and seal of the Company. The Secretary shall be empowered to affix the corporate seal to documents, the execution of which on behalf of the Company under its seal is duly authorized, and when so affixed may attest the same. The Secretary shall have all powers and duties usually incident to the office of Secretary except as specifically limited by a resolution of the Board of Directors. The Secretary shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.11. Treasurer. The Treasurer shall have general supervision over the care and custody of the funds and over the receipts and disbursements of the Company and shall cause the funds of the Company to be deposited in the name of the Company in such banks or other depositaries as the Board of Directors may designate. The Treasurer shall have supervision over

- 6 -

the care and safekeeping of the securities of the Company. The Treasurer shall have all powers and duties usually incident to the office of Treasurer except as specifically limited by a resolution of the Board of Directors. The Treasurer shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.12. Controller. The Controller shall be the chief accounting officer of the Company and shall have supervision over the maintenance and custody of the accounting operations of the Company, including the keeping of accurate accounts of all receipts and disbursements and all other financial transactions. The Controller shall have all powers and duties usually incident to the office of Controller except as specifically limited by a resolution of the Board of Directors. The Controller shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 4.13. Bond. The Board of Directors shall have power, to the extent permitted by law, to require any officer, agent or employee of the Company to give bond for the faithful discharge of his duties in such form and with such surety or sureties as the Board of Directors may determine.

ARTICLE V - CAPITAL STOCK

Section 5.1. Issuance of Certificates for Stock. Each stockholder of the Company shall be entitled to a certificate or certificates in such form as shall be approved by the Board of Directors certifying the number of shares of capital stock of the Company owned by such stockholder.

Section 5.2. Signatures on Stock Certificates. Certificates for shares of capital stock of the Company shall be signed by, or in the name of the Company by, the Chairman of the Board, the President or a Vice President and by the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Company with the same effect as if such signer were such officer, transfer agent or registrar at the date of issue.

Section 5.3. Stock Ledger. A record of all certificates for capital stock issued by the Company shall be kept by the Secretary or any other officer or employee of the Company designated by the Secretary or by any transfer clerk or transfer agent appointed pursuant to Section 5.4 hereof. Such record shall show the name and address of the person, firm or corporation in which certificates for capital stock are registered, the number of shares represented by each such certificate, the date of each such certificate and in case of certificates which have been canceled the dates of cancellation thereof.

The Company shall be entitled to treat the holder of record of shares of capital stock as shown on the stock ledger as the owner thereof and as the person entitled to receive dividends thereon, to vote such shares and to receive notice of meetings and for all other purposes. The Company shall not be bound to recognize any equitable or other claim to or interest in any share of capital stock on the part of any other person whether or not the Company shall have express or other notice thereof.

- 7 -

Section 5.4. Regulations Relating to Transfer. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with law, the Certificate of Incorporation or these Bylaws, concerning issuance, transfer and registration of certificates for shares of capital stock of the Company. The Board of Directors may appoint, or authorize any principal officer to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars and may require all certificates for capital stock to bear the signature or signatures of any of them.

Section 5.5. Transfers. Transfers of capital stock shall be made on the books of the Company only upon delivery to the Company or its transfer agent of (i) a written direction of the registered holder named in the certificate or such holder’s attorney lawfully constituted in writing, (ii) the certificate for the shares of capital stock being transferred and (iii) a written assignment of the shares of capital stock evidenced thereby.

Section 5.6. Cancellation. Each certificate for capital stock surrendered to the Company for exchange or transfer shall be canceled and no new certificate or certificates shall be issued in exchange for any existing certificate (other than pursuant to Section 5.7) until such existing certificate shall have been canceled.

Section 5.7. Lost, Destroyed, Stolen and Mutilated Certificates. In the event that any certificate for shares of capital stock of the Company shall be mutilated, the Company shall issue a new certificate in place of such mutilated certificate. In case any such certificate shall be lost, stolen or destroyed, the Company may, in the discretion of the Board of Directors or a committee designated thereby with power so to act, issue a new certificate for capital stock in the place of any such lost, stolen or destroyed certificate. The applicant for any substituted certificate or certificates shall surrender any mutilated certificate or, in the case of any lost, stolen or destroyed certificate, furnish satisfactory proof of such loss, theft or destruction of such certificate and of the ownership thereof. The Board of Directors or such committee may, in its discretion, require the owner of a lost, stolen or destroyed certificate or his representatives to furnish to the Company a bond with an acceptable surety or sureties and in such sum as will be sufficient to indemnify the Company against any claim that may be made against it on account of the lost, stolen or destroyed certificate or the issuance of such new certificate. A new certificate may be issued without requiring a bond when, in the judgment of the Board of Directors, it is proper to do so.

Section 5.8. Fixing of Record Dates. (a) The Board of Directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of any meeting of stockholders nor more than sixty days prior to any other action, for the purpose of determining stockholders entitled to notice of or to vote at such meeting of stockholders or any adjournment thereof, to express consent or dissent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action.

- 8 -

(b) If no record date is fixed by the Board of Directors:

(i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived at the close of business on the day next preceding the day on which the meeting is held;

(ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action by the Board of Directors is necessary shall be the day on which the first consent is expressed;

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VI - INDEMNIFICATION

Section 6.1. General. To the fullest extent permitted by applicable law, the Company shall indemnify, and advance Expenses (as hereinafter defined) to, each and every person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such person is or was serving at the request of the Company and who, because of any such position or status, is directly or indirectly involved in any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”). “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

Section 6.2. Indemnification Insurance. The Company shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such whether or not the Company would have the power to indemnify him against such liability under applicable law.

ARTICLE VII - MISCELLANEOUS PROVISIONS

Section 7.1. Corporate Seal. The seal of the Company shall be circular in form with the name of the Company in the circumference and the words and figures “Corporate Seal - 2005

- 9 -

Delaware” in the center. The seal may be used by causing it to be affixed or impressed, or a facsimile thereof may be reproduced or otherwise used in such manner as the Board of Directors may determine.

Section 7.2. Fiscal Year. The fiscal year of the Company shall be from the 1st day of January to the 31st day of December, inclusive, in each year, or such other twelve consecutive months as the Board of Directors may designate.

Section 7.3. Waiver of Notice. Whenever any notice is required to be given under any provision of law, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7.4. Execution of Instruments, Contracts, etc. (a) All checks, drafts, bills of exchange, notes or other obligations or orders for the payment of money shall be signed in the name of the Company by such officer or officers or person or persons as the Board of Directors may from time to time designate.

(b) Except as otherwise provided by law, the Board of Directors, any committee given specific authority in the premises by the Board of Directors or any committee given authority to exercise generally the powers of the Board of Directors during the intervals between meetings of the Board of Directors may authorize any officer, employee or agent, in the name of and on behalf of the Company, to enter into or execute and deliver deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

(c) All applications, written instruments and papers required by or filed with any department of the United States Government or any state, county, municipal or other governmental official or authority may if permitted by applicable law be executed in the name of the Company by any principal officer or subordinate officer of the Company or, to the extent designated for such purpose from time to time by the Board of Directors, by an employee or agent of the Company. Such designation may contain the power to substitute, in the discretion of the person named, one or more other persons.

ARTICLE VIII - AMENDMENTS

Section 8.1. By Stockholders. These Bylaws may be amended, added to, altered or repealed, or new Bylaws may be adopted, at any meeting of stockholders by the vote of the holders of not less than a majority of the outstanding shares of stock entitled to vote thereat, provided that, in the case of a special meeting, notice that an amendment is to be considered and acted upon shall be inserted in the notice or waiver of notice of said meeting.

- 10 -

Section 8.2. By Directors. To the extent permitted by the Certificate of Incorporation, these Bylaws may be amended, added to, altered or repealed, or new Bylaws may be adopted, at any regular or special meeting of the Board of Directors.

- 11 -

EX-3.5

Exhibit 3.5

CERTIFICATE OF FORMATION

OF

DI FINANCE SUB LLC

FIRST: The name of the limited liability company is DI Finance Sub LLC.

SECOND: The address of its registered office in the State of Delaware is 615 South DuPont Highway, County of Kent, City of Dover, in the State of Delaware, 19901. The name of its registered agent at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 10th day of January, 2005.

DI FINANCE SUB LLC
By:	/s/ Christian H. Mittweg
Name:	Christian H. Mittweg
Title:	Authorized Person

EX-3.6

Exhibit 3.6

LIMITED LIABILITY COMPANY AGREEMENT

OF

DI FINANCE SUB LLC

This Limited Liability Company Agreement (this “Agreement”) of DI FINANCE SUB LLC, made as of this 11^th day of January, 2005, is entered into by DI ACQUISITION CORP. (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

ARTICLE I

FORMATION AND TERM

1.1 Name. The name of the limited liability company formed hereby is DI FINANCE SUB LLC (the “Company”).

1.2 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

1.3 Registered Office. The address of the registered office of the Company in the State of Delaware is c/o National Corporate Research, Ltd., 615 South DuPont Highway, Dover, Delaware 19901. At any time, the Board (as defined below) may designate another registered office.

1.4 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is National Corporate Research, Ltd., 615 South DuPont Highway, Dover, Delaware 19901. At any time, the Board may designate another registered agent.

1.5 Term. The term of the Company will commence on the date that the original certificate of formation of the Company is filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) and shall continue until the Company is dissolved in accordance with the provisions of this Agreement and the Act.

1.6 Qualification in Other Jurisdictions. The Board shall cause the Company to be qualified, formed or registered if necessary under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Board or any officer of the Company, as authorized person, within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE II

MANAGEMENT

2.1 Board of Representatives; Delegation of Authority and Duties.

(1) The Board. The business and affairs of the Company shall be managed and controlled by a board of representatives (the “Board”) which shall possess all rights and powers of managers as provided in the Act and otherwise by law. Except as otherwise expressly provided for herein, the Member hereby consents to the exercise by the Board of all such powers and rights conferred on the Member by the Act or otherwise by law with respect to the management and control of the Company.

(2) Delegation by Board. The Board shall have the power and authority to delegate to one or more other Persons the Board’s rights and powers to manage and control the business and affairs of the Company, including delegating such rights and powers of the Board to agents and employees of the Company (including Officers). The Board may authorize any Person (including, without limitation, any Officer) to enter into any document on behalf of the Company and perform the obligations of the Company thereunder.

2.2 Establishment of Board.

(1) Number of Members of the Board The authorized number of members of the Board shall be one (1).

(2) Designation. The initial sole member of the Board is Robert B. McKeon. The Member shall have the right to designate (and to remove and designate successive replacements for) the members of the Board.

2.3 Officers.

(1) Designation and Appointment. The Board may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Board), including employees, agents and other persons who may be designated as “Officers” of the Company, with titles including but not limited to “chairman,” “chief executive officer,” “president,” vice president,” “treasurer,” “secretary,” and “chief financial officer,” as and to the extent authorized by the Board. Any number of offices may be held by the same person. In the Board’s discretion, the Board may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or members of the Company. Any Officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Board.

- 2 -

(2) Resignation and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board. The acceptance by the Board of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed as such, either with or without cause, at any time by the Board. Designation of any person as an Officer by the Board pursuant to the provisions of Section 2.4(1) shall not in and of itself vest in such Person any contractual or employment rights with respect to the Company.

(3) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall (i) owe to the Company and the Member duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware, (ii) keep the Board reasonably apprised of material developments in the business of the Company, and (iii) present to the Board, at least annually, a review of the Company’s performance, an operating budget for the Company, and a capital budget for the Company.

(4) Chairman. Subject to the powers of the Board, the Chairman of the Company shall have the powers, perform such tasks and have such responsibilities as are possessed, performed and held by persons employed in the same capacity in companies similar to the Company, and have such additional powers and perform such other duties as may be prescribed by the Board.

(5) Chief Executive Officer. Subject to the powers of the Board, the chief executive officer of the Company shall be in general and active charge of the entire business and affairs of the Company, and shall be its chief policy making Officer, and have such additional powers and perform such other duties as may be prescribed by the Chairman of the Company or the Board.

(6) President. The president of the Company shall, subject to the powers of the Board and the chief executive officer of the Company, have general and active management of the business of the Company, and shall see that all orders and resolutions of the Board are effectuated. The president of the Company shall have such other powers and perform such other duties as may be prescribed by the chief executive officer of the Company or by the Board.

(7) Chief Financial Officer. The chief financial officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the Company’s assets, liabilities, receipts, disbursements, gains, losses, capital and the Units. The chief financial officer of the Company shall have custody of the funds and securities of the Company, keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. The chief financial officer of the Company shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or the Board.

- 3 -

(8) Vice President(s). The vice president(s) of the Company shall perform such duties and have such other powers as the chief executive officer of the Company or the Board may from time to time prescribe. A vice president may be designated as an Executive Vice President, a Senior Vice President, an Assistant Vice President, or a vice president with a functional title.

(9) Secretary.

(i) The secretary of the Company shall attend all meetings of the Board and the Member, record all the proceedings of the meetings and perform similar duties for the committees of the Board when required.

(ii) The secretary of the Company shall keep all documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the chief executive officer of the Company or the Board. The secretary of the Company shall have the general duties, powers and responsibilities of a secretary of a Corporation.

(iii) If the Board chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of seniority, shall in the Company secretary’s absence, disability or inability to act, perform the duties and exercise the powers of the secretary of the Company, and shall perform such other duties as the chief executive officer of the Company or the Board may from time to time prescribe.

(10) Treasurer. The treasurer of the Company shall receive, keep, and disburse all moneys belonging to or coming to the Company. The treasurer of the Company shall prepare, or cause to be prepared, detailed reports and records of all expenses, losses, gains, assets, and liabilities of the Company as directed by the chief financial officer of the Company and shall perform such other duties in connection with the administration of the financial affairs of the Company as may from time to time be prescribed by the chief financial officer or the chief executive officer of the Company or by the Board.

ARTICLE III

UNITS, CAPITAL CONTRIBUTIONS,

CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES

3.1 Units. The Member’s ownership interest in the Company shall be measured by the number of units (the “Units”) owned by the Member. There shall be an aggregate of 100 Units allocated to the Member. The Company may in its discretion issue certificates to the Member representing the Units held by the Member.

3.2 Capital Contributions. The Member shall make contributions to the capital of the Company from time to time in its discretion.

3.3 Allocations Generally. The Company’s profit and loss shall be allocated to the Member.

- 4 -

3.4 Distributions. Except as provided in Article V, distribution shall be made to the Member at the times and in the aggregate amounts determined by the Board.

3.5 Capital Accounts. A capital account (a “Capital Account”) shall be maintained for the Member in accordance with the capital accounting rules of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. The Member shall have an initial Capital Account balance equal to the Member’s initial capital contribution to the Company.

ARTICLE IV

ADMINISTRATIVE PROVISIONS

4.1 Accounting Method. The accounting for purposes of the Company shall be in accordance with accounting principles determined by the Board.

4.2 No Salaries to the Member or the Board. No salary shall be paid to the Member or the Board for services to the Company.

4.3 Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation §301.7701-3 and shall not make an election to be classified as a corporation.

ARTICLE V

DISSOLUTION AND TERMINATION

5.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.3 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

(1) satisfaction (whether by payment or the making of reasonable provision for payment) of debts of the Company other than to the Member;

(2) to payment of amounts owed to the Member for amounts borrowed from and not repaid to the Member; and

(3) to the Member.

5.2 Gains or Losses in Winding-Up. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Member in the manner set forth in Section 3.3. Any property distributed in kind in the liquidation of the Company shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Member in the manner set forth in Section 3.3.

- 5 -

5.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Article V, and the certificate of formation of the Company in effect as of the date thereof shall have been canceled in the manner required by the Act.

ARTICLE VI

ADMISSION OF A MEMBER

6.1 Admission of a Member. The Member has been admitted as a member of the Company pursuant to this Agreement. No person may be admitted as a Member of the Company unless the Member consents.

ARTICLE VII

GOVERNING LAW

7.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person (as defined below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

- 6 -

8.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement; provided, however, that any indemnity under this Section 8.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.3.

8.5 Covered Person. For purposes of this Article VIII, “Covered Person” shall mean a member of the Board, a Member, any affiliate of a member of the Board or a Member, any officer, director, shareholder, partner, member, employee, representative or agent of a member of the Board or a Member, or their respective affiliates, or any employee or agent of the Company or its affiliates.

ARTICLE IX

MISCELLANEOUS

9.1 Notices. All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be mailed by regular mail, postage prepaid, to the Member at the address listed on the signature page, or at such other address as he or she may specify to the Company in a written notice pursuant to this Section 9.1.

9.2 Entire Agreement. This document constitutes the entire Agreement and understanding by the Member with respect to the Company and supercedes all prior agreements and undertakings, if any, with respect hereto.

9.3 Amendment. This Agreement may be amended only upon the written document signed by the Member.

9.4 Captions. The titles and captions contained herein are for convenience only and shall not be deemed part of this Agreement.

9.5 Numbers and Gender. Where the context so indicates, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, and person shall include corporation, firm or any other entity.

9.6 Other. Each limited liability company interest in the Company shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the States of Delaware and

- 7 -

New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

- 8 -

*             *             *

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement of DI Finance Sub LLC as of the date first written above.

DI ACQUISITION CORP.
By:	/s/ Robert B. McKeon
	Robert B. McKeon
	President
	Address:
	c/o The Veritas Capital Fund II, L.P.
	660 Madison Avenue
	New York, New York 10021
	Attn.: Robert B. McKeon

- 9 -

EX-3.7

Exhibit 3.7

CERTIFICATE OF FORMATION

OF

VCDI HOLDING LLC

FIRST: The name of the limited liability company is VCDI Holding LLC.

SECOND: The address of its registered office in the State of Delaware is 615 South DuPont Highway, County of Kent, City of Dover, in the State of Delaware, 19901. The name of its registered agent at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 10th day of January, 2005.

VCDI HOLDING LLC
By:	/s/ Christian H. Mittweg
	Name:    Christian H. Mittweg
	Title:      Authorized Person

EX-3.8

Exhibit 3.8

Limited Liability Company Operating Agreement

of

VCDI HOLDING LLC

This Limited Liability Company Operating Agreement (this “Agreement”) of VCDI Holding LLC (the “Company”), a limited liability company organized pursuant to the Delaware Limited Liability Company Act (6 Del. Code. 18-101, et seq.), as amended from time to time (the “Act”), is entered into and shall be effective as of February 7, 2005 (the “Effective Date”), by and among Veritas Capital Investments II, LLC (“Veritas”) and Carlisle Ventures, Inc., a Delaware corporation and a wholly-owned subsidiary of The Northwestern Mutual Life Insurance Company (together with any Transferees, the “Non-Affiliate Members” and, collectively with Veritas, the “Members”). Capitalized terms that are not defined elsewhere in this Agreement shall have the meanings set forth in Section 11.8.

ARTICLE I

FORMATION AND TERM

1.1 Name. The name of the Company is VCDI Holding LLC.

1.2 Purpose and Limitations on Activities.

(a) The Company is formed for the sole and exclusive purpose of (i) purchasing and holding Class A Membership Interests in DIV Holding LLC, a Delaware limited liability company (“Holding”) formed to own all of the issued and outstanding shares of common stock (the “Acquisition Common Stock”) of DI Acquisition Corp., a Delaware corporation (“Acquisition”) and thus indirectly purchasing and holding Acquisition Common Stock, (b) exercising the rights of a Class A Member under the Limited Liability Company Operating Agreement of Holding, in the form attached as Exhibit A (the “Holding Operating Agreement”), in accordance with this Agreement, and (c) taking any actions reasonably related to the foregoing. Acquisition was formed to purchase, directly or indirectly, the Dyn International Companies (as hereinafter defined) pursuant to that certain Purchase Agreement, dated as of December 12, 2004 (the “Purchase Agreement”), by and among Computer Sciences Corporation, DynCorp, Acquisition and The Veritas Capital Fund II, L.P. For purposes of this Agreement, the term “Dyn International Companies” shall have the meaning ascribed to such term in the Purchase Agreement.

(b) The Company (i) has not engaged and shall not engage in any business or activities other than the business and activities set forth in Section 1.2(a), (ii) does not have and shall not have any employees, and (iii) has not incurred and shall not incur any liabilities other than liabilities reasonably related to the performance of the Company’s obligations under this Agreement and the operation of the Company.

1.3 Registered Office. The address of the registered office of the Company in the State of Delaware is as set forth in the Certification of Formation of the Company as filed in the office of the Secretary of State (as hereinafter defined). At any time, the Manager (as hereinafter defined) may designate another registered office.

1.4 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is as set forth in the Certification of Formation of the Company as filed in the office of the Secretary of State. At any time, the Manager may designate another registered agent.

1.5 Term. The term of the Company will commence on the date that the original certificate of formation of the Company is filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) and shall continue until dissolved in accordance with the provisions of this Agreement and the Act.

1.6 Qualification in Other Jurisdictions. The Manager shall cause the Company to be qualified, formed or registered if necessary under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company owns property or transacts business as provided in Section 1.2. The Manager, as authorized person, within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to own property or conduct such business.

1.7 Preservation of Status as Limited Liability Company. The Manager shall use its reasonable commercial efforts to cause the Company: (i) to maintain its existence as a legal entity separate from the Members and any other Person; (ii) to not commingle its assets with assets of any other Person and to hold all of its assets in its own name; (iii) to conduct its business and own its properties in its own name and comply in all material respects with organizational formalities to maintain its separate existence; (iv) to correct any known misunderstanding regarding its separate identity; and (v) to observe in all material respects the formalities required of a limited liability company under Delaware law.

1.8 No State-Law Partnership. The Members intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture and that no Member be an agent, partner or joint venturer of any other Member for any purposes other than U.S. federal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

ARTICLE II

POWERS AND MANAGERS

2.1 The Company. The Company shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein.

2

2.2 The Manager.

(a) Pursuant to Section 18-402 of the Act, the business and affairs of the Company shall be under the direction of a manager (the “Manager”). By signing this Agreement, all of the Members of the Company hereby designate Veritas (and any successor to Veritas) as the Manager. Except as otherwise expressly provided in this Agreement (a) the Manager shall have the complete right, power and discretion, on behalf of the Company and without a vote of the Members, to operate, manage and control the affairs of the Company and to make all decisions affecting the Company’s affairs, and (b) the Membership Interests held by the Members other than Veritas are non-voting under the Act. The Manager shall have all rights, powers and obligations of a manager of a limited liability company under the Act. The Manager, at any time in office, shall have the power and authority to bind the Company and otherwise to act for and on behalf of the Company. The Manager’s duty of care in the performance of its duties to the Company and the other Members is limited to the performance of such duties in good faith and with that degree of care that an ordinarily prudent person in a like position would use under similar circumstances in managing its own affairs. The Manager shall have the authority to pay all reasonable and necessary expenses of the Company from net cash flow and net capital proceeds and shall be entitled to reimbursement from the Company for all reasonable and necessary expenses incurred on behalf of the Company.

(b) Notwithstanding the provisions of Section 2.2(a) or any other provision of this Agreement, the Manager may not do any of the following without the prior written consent of the Requisite Non-Affiliate Members:

(i) any act in contravention of this Agreement or the Company’s certificate of formation;

(ii) any act which would make it impossible to carry on the ordinary operations of the Company, except as otherwise provided in this Agreement;

(iii) sell, pledge or otherwise transfer or encumber any Company property, or assign any rights in specific Company property, including the Class A Membership Interests, except in compliance with this Agreement and the Holding Operating Agreement;

(iv) incur indebtedness for borrowed money on behalf of the Company or guarantee the indebtedness or obligations of any other Person;

(v) initiate or settle any litigation, arbitration or other adversarial proceeding in the name or on behalf of the Company or confess a judgment against the Company except in a manner consistent with the treatment of all of the Class A Membership Interests under the Holding Operating Agreement;

(vi) establish any reserve from the cash or other property otherwise distributable to the Members except in a manner consistent with the treatment of all of the Class A Membership Interests under the Holding Operating Agreement;

3

(vii) issue any Membership Interests to any Person except to the extent required to evidence a new owner (as transferee) in connection with Transfers made in compliance with this Agreement;

(viii) engage, or permit its Affiliates to engage, in any transaction with the Company other than the transactions expressly contemplated by this Agreement;

(ix) agree to amend, or waive any of the Company’s rights under or grant any consent with respect to, the Holding Operating Agreement, including, without limitation, any consent under Section 4.7 of the Holding Operating Agreement with respect to any reduction of the Priority Return (as defined in the Holding Operating Agreement) or with respect to the terms of the Return (as defined in the Holding Operating Agreement) for any additional capital contributions.

(x) designate, delegate or otherwise transfer any duties or obligations of the Manager to any other Person (other than an Affiliate of Veritas).

2.3 Certificates. The Manager is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file all certificates required or permitted by the Act to be filed in the office of the Secretary of State.

ARTICLE III

MEMBERS AND COMMITMENTS AND CAPITAL CONTRIBUTIONS

3.1 Names, Addresses and Commitments of Members. The names and addresses of the Members are set forth on Schedule I. The Members shall commit to contribute to the Company in respect of the Investment, the amounts set opposite their respective names on Schedule I (the “Commitments”).

3.2 Capital Contributions.

(a) In order for the Investment to be funded on the Closing Date, each Member shall, by transfer of funds to the Bank Account, pay an amount equal to such Member’s Commitment on or before the Business Day specified by the Manager (which Business Day shall be no earlier than two Business Days prior to the Closing Date).

(b) The Manager shall provide notice to the Members of the Closing Date. The Manager shall send such notice at least three Business Days prior to the Closing Date.

(c) The Manager shall apply all Capital Contributions received pursuant to Section 3.2(a) to the purchase of the Class A Membership Interest. In the event that the Closing does not occur and the Investment is not funded within five Business Days following the Business Day specified by the Manager pursuant to Section 3.2(a), the Company shall promptly repay to each Member, by wire transfer of funds to a bank account specified by such Member, any Capital Contribution made by such Member pursuant to Section 3.2(a), together with interest or gains thereon at the rate earned by the Company from the date such Capital Contribution was paid to the Company through the date of repayment to the Member.

4

3.3 Additional Contributions. No Member will be required to make any Capital Contribution to the Company other than in respect of its Commitment.

3.4 Capital Accounts. A capital account (a “Capital Account”) shall be maintained for the Members in accordance with the provisions of Section 704(b) of the Internal Revenue Code of 1986, as amended, and any successor thereto (the “Code”) and the Treasury Regulations promulgated thereunder. Each Member shall have an initial Capital Account balance equal to such Member’s initial Capital Contribution to the Company.

3.5 Withdrawals. No Member shall be entitled to withdraw any part of such Member’s Capital Contribution from the Company without the consent of the Manager which may be given or withheld in its sole discretion; provided, however, that nothing contained herein shall prohibit a Member from resigning as a Member and abandoning its interest in the Company. No Member shall be entitled to receive any distributions from the Company except as expressly provided in this Agreement.

3.6 No Liability for Capital Contributions. No Member shall be personally liable for the return of any portion of the Capital Contributions of the Members. The return of Members’ Capital Contributions, if applicable, shall be made solely from the Company’s assets.

3.7 No Interest. Except as provided in Section 3.2(c), no Member shall receive any interest on its Capital Contribution.

ARTICLE IV

ALLOCATION OF PROFITS AND LOSSES

4.1 Allocation of Net Profits and Net Loss. Subject to Section 4.3, Net Profits and Net Loss shall be allocated among the Members as follows:

(a) Each Member’s Percentage Interest in all items of Net Loss shall be allocated to such Member.

(b) Each Member’s Percentage Interest in all items of Net Profits shall be allocated to such Member (i) first to offset any Net Loss allocated under Section 4.1(a) and (ii) thereafter until such Member has been allocated an amount sufficient to give such Member its Priority Return.

(c) A Member’s share of Net Profits which have not been allocated under Section 4.1(b) shall be allocated to the Manager until the cumulative amount of all Net Profits allocated to the Manager (ignoring Net Profits allocated to the Manager by virtue of its Capital Contributions, if any) is equal to twenty-five percent (25%) of the Net Profits allocated to such Member under Section 4.1(b)(ii).

5

(d) Any portion of a Member’s Percentage Interest of Net Profits remaining to be allocated (after application of Section 4.1(b) and (c)) shall be allocated twenty percent (20%) to the Manager and eighty percent (80%) to such Member.

4.2 Tax Allocations. Subject to Section 4.3, each item of income, gain, loss and deduction of the Company as computed for Federal, state and local income tax purposes shall be allocated among the Members in the same manner that the related item of Net Profits or Net Loss is allocated among them.

4.3 Allocations Upon Liquidation. If the allocations of Net Profits or Net Loss pursuant to Section 4.1 would not result in the Capital Account balance (determined prior to the distribution of proceeds in liquidation) of the Members being in proportion to the amounts which would be distributed to each Member if distributions in liquidation of the Company were made in accordance with the priorities of Article V hereof (the “Target Capital Accounts”), items of income, gain, loss and deduction for the fiscal year in which the Company is liquidated (or, if necessary, the preceding fiscal year) shall be allocated among the Members to the minimum extent required so that following such allocations and the allocations under Sections 4.1, the Capital Accounts of the Members (determined prior to the distribution of proceeds in liquidation) will be in proportion to the Target Capital Accounts.

ARTICLE V

DISTRIBUTIONS

5.1 General. Distributions from the Company may be made at any time as determined by the Manager. The Manager will distribute net cash flow and net capital proceeds as soon as practicable after the Company’s receipt thereof but in no event later than fifteen (15) days after the receipt thereof. Amounts of cash withheld for taxes, if any, will be treated as distributions for purposes of the calculations described in Section 5.2 below.

5.2 Distribution. Each Member’s Percentage Interest of net cash flow and net capital proceeds shall be distributed as follows:

(a) First, to such Member until such time as such Member has received cumulative distributions under this Section 5.2(a) equal to all of its Capital Contributions;

(b) Second, to such Member until such time as such Member has received cumulative distributions under this Section 5.2(b) equal to its Priority Return (for the avoidance of doubt, such amount to have been reduced by amounts distributed under Section 5.2(a));

(c) Third, to the Manager until the amount distributed to the Manager pursuant to this Section 5.2(c) (ignoring amounts distributed to the Manager by virtue of its Capital Contributions, if any) is equal to twenty-five percent (25%) of the aggregate amount distributed to such Member pursuant to Section 5.2(b); and

(d) Thereafter, eighty percent (80%) to such Member and twenty percent (20%) to the Manager.

6

5.3 Distribution of Tax Advances. The Manager shall be entitled to an advance (“Tax Advance”) against distributions to it to the extent that cash distributions are insufficient to pay the combined Federal, state and local income tax liabilities of the beneficial owners of the Manager attributable to Incentive Allocations assuming for this purpose that all such owners are required to pay Federal, state and local income tax on such income at the highest rate applicable to such income. Tax Advances shall be repaid by reducing the amount of current or succeeding distributions which would otherwise be paid to the Manager, or if such distributions are not sufficient for that purpose, by reducing the proceeds of liquidation otherwise payable to the Manager.

5.4 Withholding Taxes. Each Member irrevocably authorizes the Company to withhold, to the extent required by applicable law, from any distribution to such Member and to pay over any withholding taxes and all interest and penalties in respect thereof (collectively, “Withholding Taxes”) payable by the Company as a result of such Member’s participation in the Company. If and to the extent that the Company shall be required to withhold any Withholding Taxes, such Member shall be deemed for all purposes of this Agreement to have received a payment from the Company as of the time such Withholding Taxes are required to be paid, which payment shall be deemed to be a distribution to the extent that the Member is then entitled to receive a distribution. To the extent that the aggregate of such payments to a Member for any period exceeds the distributions to which such Member is entitled for such period, such Member shall, upon fifteen (15) days’ written notice, be obligated to repay the amount of such excess, which shall be considered a loan from the Company to such Member until discharged by such Member by repayment, which may be made in the sole discretion of the Manager out of distributions to which such Member would otherwise be subsequently entitled. Any determination made by the Company to withhold under this Section 5.4 must be preceded by not less than ten (10) days’ written notice to the affected Member of the Company’s withholding obligation. If the Member disputes the Company’s conclusion as to the applicability of withholding, the Member shall be entitled to provide the Company with a written opinion of counsel (which may be in-house counsel) as to the non-applicability of withholding in which case the Company shall be obligated to follow the advice of such Member’s counsel.

5.5 Final Distribution. Upon the dissolution of the Company, the net proceeds from the sale, liquidation or other disposition of the Company’s assets and all other amounts available for distribution shall be distributed to the Members in accordance with the provisions of Section 7.1.

5.6 Distributions Other Than Cash. To the extent that the Company receives distributions of marketable securities or other property from Holding, such property may, in the sole discretion of the Manager, be distributed to the Members in kind in lieu of cash; provided that the Non-Affiliated Members shall not be treated in a manner different from any other Class A Member and the property distributed shall be in the same form as that distributed to other Class A Members. Upon a distribution of marketable securities or other property other than cash, such marketable securities or other in kind property shall be deemed to have been sold at their Fair Market Value on the date of such distribution and the proceeds of such sale shall be deemed to have been distributed to the Members for all purposes of this Agreement.

7

5.7 Reserves. The Manager may establish and maintain such reserves from the cash or other property otherwise distributable to the Members, as it may from time to time, in its reasonable discretion, deem necessary or advisable subject to the provisions of Section 2.2(b)(vi) hereof.

ARTICLE VI

ADMINISTRATIVE PROVISIONS

6.1 Fiscal Year. The Company’s fiscal year shall be the calendar year.

6.2 Accounting Method. The Company shall report its income for United States federal income tax purposes on the cash method of accounting, unless under applicable tax law the accrual method is required. The accounting for Company purposes shall be in accordance with generally accepted accounting principles consistently applied.

6.3 Books of Account. Complete and accurate books of account shall be kept by the Company at the principal office of the Company (or at such other office as the Manager may designate). The determinations of the Manager with respect to the treatment of any item or its allocation for foreign, federal, state or local income tax purposes shall be binding upon the Members so long as that determination is consistent with the provisions of this Agreement. Each Member shall have the right, at its own expense, to examine, copy and audit the books and records of the Company (and its successors and assigns) during normal business hours or to exercise any right of the Company under the Holding Operating Agreement to examine, copy and audit the books and records of Holding. Such right may be exercised through any agent or employee of a Member designated by such Member or by an independent public accountant designated by such Member. The Manager shall cooperate, and shall exercise all rights of a Class A Member under the Holding Operating Agreement to cause Holding and any independent public accountant engaged by Holding to cooperate, with any Non-Affiliate Member and its agents in connection with the conduct of any audit of the financial statements of the Company.

6.4 K-1 Reports. As soon as practicable following the end of each fiscal year, each Member shall be furnished a copy of Schedule K-1 in respect of the Company’s federal income tax return for each fiscal year of the Company and such other information, if any, with respect to the Company as may be necessary for the preparation of such Member’s Federal income tax returns, including a statement showing each Member’s share of the Company’s income, gain or loss, expense and credits for such fiscal year for Federal income tax purposes.

6.5 No Salary to Manager. No salary shall be paid to the Manager for services to the Company.

6.6 Tax Matters Member. The Manager shall be the “Tax Matters Member” pursuant to Section 6231(a)(7) of the Code.

6.7 Consistency. No Member shall treat a Company item on its respective federal, state or local income tax returns in a manner inconsistent with the treatment of the Company item on the Company’s Federal, state or local income tax return.

8

6.8 Reports and Other Information; Access for Purposes of Audit. The Company shall cause to be delivered to each Member copies of all information and reports furnished to the Company as a Class A Member of Holding, including without limitation copies of all financial statements of Holding, Acquisition and the Dyn International Companies, as soon as reasonably practicable after receipt thereof by the Company.

ARTICLE VII

DISSOLUTION AND TERMINATION

7.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Manager, (ii) the disposition by the Company of all of the Class A Membership Interests, (iii) the dissolution of Holding pursuant to the terms of the Holding Operating Agreement or (iv) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The Members shall continue to share profit and loss, in the manner set forth in Article IV, during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

(a) to payments of debts, if any, of the Company other than to the Members;

(b) to payment of amounts owed to the Members for amounts borrowed from and not repaid to the Members; and

(c) to the Members pro rata in accordance with the provisions of Section 5.2.

7.2 Gains or Losses in Winding-Up. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Member in the manner set forth in Article IV. Any property distributed in kind in the liquidation of the Company shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Members in the manner set forth in Article IV.

7.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Article VII, and the certificate of formation of the Company in effect as of the date thereof shall have been canceled in the manner required by the Act.

ARTICLE VIII

DISPOSITION OF MEMBERSHIP INTERESTS; OTHER RIGHTS

8.1 Transfers.

(a) Restrictions on Transfer. A Non-Affiliate Member shall not have the right to Transfer, in whole or in part, any Membership Interest held by such Non-Affiliate Member or any other right or interest therein to any other Person (a “Transferee”), except (i) to an Affiliate

9

of the Non-Affiliate Member (a “Permitted Transferee”) or (ii) to the extent that such Transfer is required by a Regulatory Event. A Non-Affiliate Member shall have the right to Transfer, in whole or in part, any Membership Interest held by such Non-Affiliate Member or any other right or interest therein to any other Person pursuant to Section 8.1(a)(ii) provided that such Transfer is made (x) in compliance, to the extent permitted by applicable law or regulations, with Section 8.1(b), and (y) pursuant to an exemption from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any State of the United States. No Transfer shall be permitted under this Section 8.1(a) unless the Transferee, including any Permitted Transferee, agrees in writing to be bound by all the provisions of this Agreement and executes and delivers to the Manager a counterpart to this Agreement. Each Transferee pursuant to this Section 8.1(a), including any Permitted Transferee, shall hold such Membership Interests subject to the provisions of this Agreement as a “Non-Affiliate Member” hereunder as if such Transferee were an original signatory to this Agreement.

(b) Right of First Offer. As promptly as possible following the time that the occurrence of a Regulatory Event becomes known to a Non-Affiliate Member, a Non-Affiliate Member that proposes to Transfer a Membership Interest (a “Selling Non-Affiliate Member”) pursuant to Section 8.1(a)(ii) shall deliver written notice of such proposed Transfer to the Manager, specifying in reasonable detail the amount of the Membership Interest to be so Transferred, the proposed purchase price therefor and the other material terms and conditions of such proposed Transfer, including the date by which such Non-Affiliate Member is required to complete such Transfer as a result of such Regulatory Event (a “First Offer Notice”). The Manager and/or its Affiliates may elect to purchase all, but not less than all, of the Membership Interest to be Transferred, upon the terms and conditions set forth in the First Offer Notice, by delivering written notice of such election to the Selling Non-Affiliate Member within ten (10) Business Days after the First Offer Notice was delivered to the Manager or within such shorter period, as specified in the First Offer Notice and required to enable the Selling Non-Affiliate Member to complete the Transfer on or before the date required as a result of the Regulatory Event. If the Manager and/or its Affiliates does not elect to purchase all of the Membership Interest specified in the First Offer Notice, then the Selling Non-Affiliate Member may Transfer to any Person the amount of the Membership Interest set forth in the First Offer Notice at the price and on terms and conditions in the aggregate no more favorable to the Transferee than those specified in the First Offer Notice at any time during the 90-day period immediately following the date on which the First Offer Notice was delivered to the Manager. Any Membership Interest not Transferred during such 90-day period will be subject to the provisions of this Section 8.1(b) upon subsequent Transfer.

8.2 Exercise of Rights under the Holding Operating Agreement.

(a) Tag-Along Rights. Upon receipt of notice of a proposed Transfer subject to Section 8.2 of the Holding Operating Agreement (a “Transfer Notice”), the Company shall promptly deliver to each Member a copy of such Tag-Along Transfer Notice. Each Member shall have the right, exercisable upon delivery of an irrevocable written notice (a “Co-Investor Tag Notice”) to the Company within ten (10) Business Days after receipt of the Transfer Notice, to cause the Company to include in such proposed Transfer, on the same terms and conditions set forth in the Transfer Notice, a Class A Membership Interest equal to such Member’s Percentage

10

Interest times the amount of the Class A Membership Interest that the Company is entitled to include in such Transfer. The Manager shall, within the time period specified for such notice in the Holding Operating Agreement, cause the Company to deliver to Holding an irrevocable written notice that the Company has elected to include in the proposed Transfer the aggregate amount of the Class A Membership Interest indicated on all Co-Investor Tag Notices received by the Company in accordance with this Section 8.2(a).

(b) Piggyback Registration Rights. Upon receipt of a notice of Registration with respect to which the Class A Members have Piggyback Registration Rights under the Registration Rights Agreement (each a “Piggyback Registration Notice”), the Company shall promptly deliver to each Member a copy of such Piggyback Registration Notice. Each Member shall have the right, exercisable upon delivery of an irrevocable written notice (the “Co-Investor Registration Notice”) to the Company within ten (10) Business Days after receipt of a Piggyback Registration Notice, to cause the Company to cause Holding to register a number of Registrable Securities equal to (i) the number of Registrable Securities that the Company has the right to include in a registered offering under the Registration Rights Agreement and the Holding Operating Agreement multiplied by (ii) such Member’s Percentage Interest, on the same terms and conditions as set forth in the Piggyback Registration Notice. The Manager shall, within the time period specified for such notice in the Registration Rights Agreement, cause the Company to deliver to Holding an irrevocable written notice that the Company has elected to register the aggregate number of Registrable Securities indicated on all Co-Investor Registration Notices received by the Company in accordance with this Section 8.2(b).

(c) Objections to Determinations of Fair Market Value. The Manager shall (i) within two (2) Business Days of receipt of notice from Holding, provide the Non-Affiliate Members with (A) written notice of any determination of Fair Market Value made by The Veritas Capital Fund II, L.P., or such other Person as may be designated as manager under the Holding Operating Agreement (the “Holding Manager”), in connection with any issuance of DI Shares under Section 2.6(c) of the Holding Operating Agreement or any contribution to Holding by, or distribution by Holding to any Person under Section 3.4 of the Holding Operating Agreement, and (B) a copy of any written notice of adjustment of the Class A Percentage Interest under Section 3.6 of the Holding Operating Agreement, and (ii) upon the written request of the Requisite Non-Affiliate Members, the Manager shall object in writing to such determination of Fair Market Value or adjustment, on behalf of the Company in its capacity as a Class A Member, within the time period specified for such objection under the Holding Operating Agreement.

(d) Other Actions under the Holding Operating Agreement. The Manager shall not cause or permit any action to be taken under the Holding Operating Agreement that adversely affects, or might reasonably be expected adversely to affect, the rights of the Company under the Holding Operating Agreement in a manner different from or disproportionate to the other Class A Members. Without limitation of the foregoing, the Requisite Non-Affiliate Members shall have the right, in their sole discretion, to direct the Manager to consent or withhold consent, on behalf of the Company, under Section 12.1 of the Holding Operating Agreement to any proposed amendment to the Holding Operating Agreement with respect to which the consent of the Company is required.

11

(e) Amendments to Reflect Interests of Multiple Non-Affiliate Members. If, as a result of a Transfer under Section 8.1, Membership Interests are held, at any time, by more than one Non-Affiliate Member, appropriate amendments shall be made to this Agreement to provide for (i) a special distribution to any Non-Affiliate Member of the proceeds of any sale of Class A Membership Interests or Registrable Securities resulting from the delivery to the Company of a Co-Investor Tag Notice or Co-Investor Registration Notice by such Non-Affiliate Member, and (ii) a related adjustment to the Capital Account and Percentage Interest of such Non-Affiliate Member.

ARTICLE IX

LIABILITY, EXCULPATION AND INDEMNIFICATION

9.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person (as defined in Section 9.6 below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

9.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in connection with the conduct of the business of the Company so long as such Covered Person acted in the good faith belief that such action or failure to act was in the best interests, or not opposed to the best interests, of the Company and such action or failure to act was not in violation of this Agreement and does not constitute willful misconduct or gross negligence. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid. The standards set forth in this Section 9.2 shall replace any fiduciary duties that a Covered Person may otherwise have to the Company or any Member under the Act or otherwise.

9.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person on behalf of the Company; provided, however, that this indemnity shall not extend to any conduct which constitutes willful misconduct or gross negligence; provided, further, that any indemnity under this Section 9.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

9.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit

12

or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be ultimately determined by a final non-appealable judgment of a court of competent jurisdiction that the Covered Person is not entitled to be indemnified as authorized in Section 9.3.

9.5 Outside Businesses. Any Covered Person may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Covered Persons shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. No Covered Persons shall be obligated to present any particular investment opportunity to the Company, even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and any Covered Person shall have the right to take for its own account (individually or as a Member or fiduciary) or to recommend to others any such particular investment opportunity. Any contract approved by the Manager between the Company and/or any of its Affiliates and the Manager and/or any of its Affiliates must be on reasonable terms comparable to those which could be obtained from an unaffiliated third party in arm’s length negotiations.

9.6 Covered Person. For purposes of this Agreement, “Covered Person” shall mean the Manager, a Member, any Affiliate of the Manager or a Member, any officers, directors, shareholders, Members, members, employees, representatives or agents of the Manager or a Member, or their respective Affiliates, or any employee or agent of the Company or its Affiliates.

ARTICLE X

SECURITIES LAWS AND SPECIAL LIMITATIONS ON TRANSFER

10.1 Matters Relating to Securities Laws. Each Member acknowledges, represents and warrants to the Company: (i) that the Member has such knowledge and experience in financial and business matters that the Member is capable of evaluating the merits and risks of the investment involved of a Membership Interest and has so evaluated same; (ii) that the Member is aware that this investment is speculative and represents a substantial risk of loss; (iii) that the Member is able to bear the economic risk of such investment, even if this results in a complete loss of this investment; (iv) that, in connection with the Member’s acquisition of a Membership Interest, the Member has been fully informed as to the circumstances under which the Member is required to take and hold such Membership Interest pursuant to the Securities Act of 1933, as amended, and the applicable state securities laws (“Blue Sky Laws”); and (v) that the Member understands that its or his Membership Interest is not registered under the Securities Act of 1933, as amended, or any Blue Sky Law and may not be transferred, as amended, unless such Membership Interest is subsequently registered under the Securities Act of 1933, as amended, and any applicable Blue Sky Laws or exemptions from such registration requirement are then available.

13

10.2 No Obligation to Register Interests. Each Member understands that the Company and the Manager are under no obligation to register such Membership Interest under the Securities Act of 1933, as amended, or any Blue Sky Laws or to comply with any applicable exemption under the Securities Act of 1933, as amended, or any Blue Sky Laws.

10.3 Special Indemnity. Each Member, at his or its expense, shall indemnify and hold harmless the Company and the Manager from and in respect of all loss, damage or liability arising or resulting from or attributable to any breach by such Member of the representations and warranties set forth in Section 10.1 that are untrue or without adequate factual basis to be considered true and not misleading.

ARTICLE XI

MISCELLANEOUS

11.1 Notices. All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be mailed by regular mail, postage prepaid, to the Members at the addresses listed on Schedule I attached hereto, or at such other address as a Member may specify to the Company in a written notice pursuant to this Section 11.1.

11.2 Entire Agreement. This document constitutes the entire Agreement and understanding by the Members and supercedes all prior agreements and undertakings, if any, with respect hereto.

11.3 Amendment. This Agreement may be amended only upon the written consent of (i) the Manager and (ii) the Requisite Non-Affiliate Members; provided, however, that no amendment to this Agreement that would decrease the Percentage Interest of any Member, increase or extend any financial obligation or liability of a Member beyond that set forth herein or otherwise have a material adverse effect solely or disproportionally on such Member’s rights hereunder shall be effected without the written consent of such Member; provided, further, that no amendment to this Agreement that would materially adversely affect the rights or obligations of any Member hereunder shall be effective without the consent of the Members owning at least 85% of the Percentage Interests; and provided, further, that notwithstanding anything to the contrary set forth in this Agreement, the Manager without the consent of any Member may amend Schedule I hereto to reflect the withdrawal of any Member, or the Transfer by any Member of part or all of its Membership Interest, in each case made in accordance with the terms of this Agreement.

11.4 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, including the Act, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

14

(b) Each party hereto irrevocably submits to the jurisdiction of any Delaware state or federal court in any action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action may be heard and determined in such Delaware state or federal court. Each party hereto hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of any inconvenient forum to the maintenance of such action or proceeding. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.

(c) Each party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement.

11.5 Captions. The titles and captions contained herein are for convenience only and shall not be deemed part of this Agreement.

11.6 Numbers and Gender. Where the context so indicates, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular.

11.7 Counterparts. This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

11.8 Certain Definitions.

“Adjusted Invested Capital” means with respect to a Member, the sum of all Capital Contributions made by such Member less all distributions to such Member under Section 5.2(a) and to the extent that such Capital Contributions have not been returned under Section 5.2(a), the Capital Contributions returned under Section 7.1.

“Affiliate” means, with respect to any Person, any Person that directly or indirectly controls, is controlled by or is under common control with such Person. The term “control” means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or otherwise.

“Bank Account” means the account in which the Manager will hold the funds received from the Members in respect of the Investment Closing Date.

“Business Day” means each day of the calendar year on which (i) banks located in the City of New York, State of New York are not required or authorized to close and (ii) the New York “Stock Exchange is not closed.

“Capital Contribution” means, with respect to any Member, the amount of capital contributed by such Member to the Company pursuant to any provision of this Agreement.

15

“Class A Member” shall have the meaning ascribed to such term in the Holding Operating Agreement.

“Class A Membership Interest” shall have the meaning ascribed to such term in the Holding Operating Agreement.

“Closing Date” shall have the meaning ascribed to such term in the Purchase Agreement.

“Fair Market Value” shall mean, as of any determination date, (a) with respect to common stock (or equivalent equity interests), including Acquisition Common Stock, (i) an amount per share equal to (i) the last sale price of shares of such common stock (or equivalent equity interests), regular way, on such date or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchange on which such shares of common stock (or equivalent equity interests) are then listed or admitted to trading, or (ii) if such common stock (or equivalent equity interests) are not then listed or admitted to trading on any national securities exchange, the last sale price of such shares of common stock (or equivalent equity interests), regular way, on such date, or, if no such sale takes place on such date, the average of the reported closing bid and asked prices thereof on such date, as quoted in the Nasdaq National Market or the Nasdaq SmallCap Market or as published by the National Quotation Bureau, Incorporated or any similar organization, or if no prices for shares of common stock (or equivalent equity interests) are then quoted in the Nasdaq National Market or the Nasdaq SmallCap Market or published by the National Quotation Bureau, Incorporated or any similar successor organization, as reported by any member firm of the New York Stock Exchange selected by the Manager and the Requisite Non-Affiliate Members, or (iii) if no shares of common stock are then listed or admitted to trading on any national securities exchange or quoted or published in the over-the-counter market, the Fair Value thereof; and (b) with respect to any other securities or property, the Fair Value thereof.

“Fair Value” shall mean with respect to any securities or other property, the fair value thereof as of the date on which the determination is to be made, based upon the value of the consideration that is or would be paid for such securities or other property in an arm’s length sale in which neither the purchaser nor seller is under a compulsion to purchase or sell (a) as reasonably determined by the Manager, written notice of which shall be provided to the Members, or (b) if the Requisite Non-Affiliate Members object in writing to the Manager’s determination upon receipt of such notice, determined by an independent investment banking, accounting or financial consulting firm selected and retained by the Manager, subject to the prior written approval of the Requisite Non-Affiliate Members, which approval shall not be unreasonably withheld or delayed.

“Incentive Allocations” means the allocations with respect to the Manager set forth in Sections 4.1(c) and 4.1(d).

“Investment” means the Class A Membership Interests purchased by the Company.

16

“Membership Interest” means, with respect to a Member, the Member’s entire interest in the Company, and the property, assets, business and capital thereof, including (i) the share of the profits, losses and distributions of the Company allocable to a Member under the provisions of the Agreement and (ii) the Member’s right to vote or consent hereunder, any rights to information provided hereunder or under the Act and any and all other rights provided hereunder or under the Act.

“Net Profits” and “Net Losses” means for each fiscal year or other period, an amount equal to the Company’s taxable income or loss, respectively, for such fiscal year or period, determined in accordance with Section 703 (a) of the Code plus any income that is exempt from tax and less any expenditures of the Company not deductible in computing its taxable income and not properly chargeable to Capital Accounts of the Members.

“Percentage Interest” of any Member means the proportion which a Member’s Capital Contribution bears to the Capital Contributions of all Members at the time the Percentage Interest is computed.

“Person” means any natural person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity.

“Priority Return” means, with respect to each Member, the amount required to be distributed so that the aggregate distributions to such Member pursuant to Sections 5.2, and 7.1 would result in achieving a pre-tax internal rate of return to such Member on such Member’s Adjusted Invested Capital of 8% per annum, compounded annually. Such rate of return shall be calculated on the basis of the actual number of days elapsed on and after the applicable date of contribution to but not including the applicable date of distribution.

“Registrable Securities” has the meaning given such term in the Registration Rights Agreement.

“Registration Rights Agreement” shall mean the Registration Rights Agreement to be entered into among Holding, the Class A Members and Acquisition, in the form attached as Exhibit B.

“Regulatory Event” shall mean the receipt by a Non-Affiliate Member of an order, instruction or directive from any governmental, regulatory or self-regulatory agency or commission with jurisdiction over such Non-Affiliate Member, including without limitation the National Association of Insurance Commissioners, or the application of any applicable law or regulation as a result of which the Non-Affiliate Member is required to divest itself of the Interests.

“Requisite Non-Affiliate Members” means, at any time, Non-Affiliate Members holding at least sixty-six and two-thirds percent (66-2/3%) of the Percentage Interests held by the Non-Affiliate Members.

17

“Transfer” means, when used as a noun, any sale, hypothecation, pledge, assignment, or other transfer, directly or indirectly, and when used as a verb, to sell, hypothecate, pledge, assign, or otherwise transfer, directly or indirectly.

* * *

18

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first above written.

VERITAS CAPITAL INVESTMENTS II, LLC
By:	/s/ Robert B. McKeon
	Robert B. McKeon
	Authorized Signatory
CARLISLE VENTURES, INC.
By:	/s/ Richard A. Strait
	Richard A. Strait
	Vice President

Signature Page to VCDI Holding LLC Limited Liability Company Operating Agreement

SCHEDULE I

Name and Address	Commitment
Veritas Capital Investments II, LLC 660 Madison Avenue New York, New York 10021	$	30,000
Carlisle Ventures, Inc. 720 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Attn: Investment Operations	$	14,000,000

S-1

EX-3.9

Exhibit 3.9

CERTIFICATE OF FORMATION

OF

DIV HOLDING LLC

FIRST: The name of the limited liability company is DIV Holding LLC.

SECOND: The address of its registered office in the State of Delaware is 615 South DuPont Highway, County of Kent, City of Dover, in the State of Delaware, 19901. The name of its registered agent at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 10th day of January, 2005.

DIV HOLDING LLC
By:	/s/ Christian H. Mittweg
Name:	Christian H. Mittweg
Title:	Authorized Person

EX-3.10

Exhibit 3.10

AMENDED AND RESTATED LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

of

DIV HOLDING LLC

Dated as of April 28, 2005

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS	1
ARTICLE II FORMATION	7
ARTICLE III CLASSES OF MEMBERSHIP, CONTRIBUTIONS AND CAPITAL ACCOUNTS	8
ARTICLE IV ALLOCATIONS AND DISTRIBUTIONS	10
ARTICLE V RIGHTS AND DUTIES OF MEMBERS	14
ARTICLE VI INDEMNIFICATION OF MEMBERS	16
ARTICLE VII MANAGEMENT	17
ARTICLE VIII DISPOSITION OF MEMBERSHIP INTERESTS; OTHER RIGHTS	19
ARTICLE IX ACCOUNTING AND RECORDS; CERTAIN TAX MATTERS	21
ARTICLE X WITHDRAWALS; ACTION FOR PARTITION; BREACHES	22
ARTICLE XI DISSOLUTION AND WINDING UP	23
ARTICLE XII AMENDMENT	24
ARTICLE XIII MISCELLANEOUS PROVISIONS	24
SCHEDULE A - Class A Members; Capital Contributions; Percentage Interest

Amended and Restated Limited Liability Company Operating Agreement

of

DIV HOLDING LLC

This Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC (the “Company”), a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Act”), is entered into and shall be effective as of April 28, 2005, by and among The Veritas Capital Fund II, L.P. (“Veritas”), those employees and non-employee directors of DynCorp International Inc. (f/k/a DI Acquisition Corp.), a Delaware corporation (“DI Corp.”), and/or the Subsidiaries of DI Corp. (DI Corp., together with its Subsidiaries being hereinafter collectively referred to as the “DI Group”) listed on the signature page of this Agreement or who may hereafter be admitted as Additional Members (collectively, the “DI Members”), and the other Persons listed as Members on the signature page of this Agreement (each a “Member” and, collectively with Veritas and the DI Members, the “Members”).

WHEREAS, pursuant to the Limited Liability Company Operating Agreement of DIV Holding LLC, dated as of February 11, 2005 (the “Existing Operating Agreement”), among Veritas and the other Persons listed as Class A Members named therein (collectively, the “Original Members”), the Company was originally formed; and

WHEREAS, the Original Members desire to amend and restate the Existing Operating Agreement in its entirety upon the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained herein, the Original Members hereby agree that the Existing Operating Agreement is hereby amended and restated in its entirety as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement unless the context clearly indicates otherwise, the following terms shall have the following meanings:

“Act” is defined in the Preamble.

“Additional Members” means those Persons admitted as Additional Class A Members or Additional Class B Members of the Company pursuant to Section 3.3.

“Additional Class A Members” means those Persons admitted as Class A Members of the Company pursuant to Section 3.3.

“Additional Class B Members” means those Persons admitted as Class B Members of the Company pursuant to Section 3.3.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person.

“Agreement” means this Amended and Restated Limited Liability Company Operating Agreement, as originally executed and as amended from time to time, as the context requires. Words such as “herein”, “hereinafter”, “hereto”, “hereby” and “hereunder”, when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires.

“Available Cash” means the gross cash proceeds of the Company from all sources less all amounts used to pay or establish reserves for all Company expenses, all as determined by the Manager. “Available Cash” shall not be reduced by depreciation, amortization, cost recovery deductions or similar allowances, but shall be increased by any reductions of reserves previously established pursuant to the first sentence of this definition.

“Bankruptcy” means, with respect to a Person, the occurrence of any of the following events: (a) the filing by that Person of a petition commencing a voluntary case in bankruptcy under applicable bankruptcy laws; (b) entry against that Person of an order for relief under applicable bankruptcy laws; (c) written admission by that Person of its inability to pay its debts as they mature, or an assignment by that Person for the benefit of creditors; or (d) appointment of a receiver for the property or affairs of that Person.

“Business Day” means each day of the calendar year other than days on which banks are required or authorized to close in the State of Delaware.

“Capital Account” means the account maintained for a Member determined in accordance with Article III.

“Capital Contribution” means the amount of capital to be contributed by the Members to the Company as set forth on Schedule A or Schedule B, as the case may be, as it may be modified or supplemented from time to time pursuant to Sections 3.3, 3.5 and 3.6.

“Certificate of Formation” means the document filed with the Secretary of State of Delaware and through which the Company is formed and any duly authorized, executed and filed amendments or restatements thereof.

“Change of Control” is defined in Section 4.2(b).

“Class A Member” means a Member identified on Schedule A at the time of reference.

“Class A Membership Interest” means each Class A Membership Interest described in Section 3.1.

“Class A Percentage Interest” means, with respect to any Class A Member, the Percentage Interest held by such Class A Member in its capacity as a Class A Member, as set forth opposite such Class A Member’s name on Schedule A, as it may be modified or supplemented from time to time pursuant to Section 3.6 of this Agreement.

2

“Class B Member” means a Member identified on Schedule B at the time of reference.

“Class B Membership Interest” means each Class B Membership Interest described in Section 3.1.

“Class B Percentage Interest” means, with respect to any Class B Member, the Percentage Interest held by such Class B Member in its capacity as a Class B Member, as set forth opposite such Class B Member’s name on Schedule B, as it may be modified or supplemented from time to time in accordance with Sections 3.3 and 4.2(d).

“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Company” is defined in the Preamble.

“DI Corp.” is defined in the Preamble.

“DI Group” is defined in the Preamble.

“DI Shares” means shares of common stock, par value $0.01 per share, of DI Corp.

“Distribution” means a transfer of property to a Member on account of a Membership Interest as described in Article IV.

“Fair Market Value” means as of any determination date, (a) with respect to common stock (or equivalent equity interests), including the DI Shares, an amount per share equal to (i) the last sale price of shares of such common stock (or equivalent equity interests), regular way, on such date or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchange on which such shares of common stock (or equivalent equity interests) are then listed or admitted to trading, or (ii) if such common stock (or equivalent equity interests) are not then listed or admitted to trading on any national securities exchange, the last sale price of such shares of common stock (or equivalent equity interests), regular way, on such date, or, if no such sale takes place on such date, the average of the reported closing bid and asked prices thereof on such date, as quoted in the Nasdaq National Market or the Nasdaq SmallCap Market or as published by the National Quotation Bureau, Incorporated or any similar organization, or if no prices for shares of common stock (or equivalent equity interests) are then quoted in the Nasdaq National Market or the Nasdaq SmallCap Market or published by the National Quotation Bureau, Incorporated or any similar successor organization, as reported by any member firm of the New York Stock Exchange selected by the Manager and the Requisite Non-Affiliate Members, or (iii) if no shares of common stock are then listed or admitted to trading on any national securities exchange or quoted or published in the over-the-counter market, the Fair Value thereof; and (b) with respect to any other securities or property, the Fair Value thereof. The actual price at which shares of common stock (or equivalent equity interests) are sold to the public pursuant to a registration statement filed under the Securities Act shall be deemed to be the Fair Market Value thereof.

3

“Fair Value” shall mean with respect to any securities or other property, the fair value thereof as of the date on which the determination is to be made, based upon the value of the consideration that is or would be paid for such securities or other property in an arm’s length sale in which neither the purchaser nor seller is under a compulsion to purchase or sell, (a) as reasonably determined by the Manager, followed by written notice of such determination and the basis thereof to the Class A Members within twenty (20) Business Days of the date as of which such determination was made, or (b) if any Class A Member objects in writing to the Manager’s determination within twenty (20) Business Days of receipt of such notice, as determined by an independent investment banking, accounting or financial consulting firm selected and retained by the Manager, subject to the prior written approval of the objecting Class A Member, which approval shall not be unreasonably withheld or delayed. The Company shall be responsible for the fees and expenses of any such investment banking, accounting or financial consulting firm.

“Fiscal Year” means the fiscal year of the Company, as determined by the Manager.

“Invested Capital” means the aggregate amount of the Capital Contributions made by a Class A Member.

“Invested Capital Contribution Date” means the date any Class A Member made a contribution of Invested Capital.

“Issuance Adjustment Amount” means with respect to any Class A Member, as of any Issuance Date, such Member’s Class A Percentage Interest immediately prior to such Issuance Date multiplied by the difference between (i) the Fair Market Value of the Company on such Issuance Date and (ii) the Fair Market Value of the Company on the immediately preceding Issuance Date plus all Capital Contributions since such Issuance Date, less all amounts distributed to the Members after such immediately preceding Issuance Date, provided that, with respect to the first Issuance Date, the Fair Market Value of the Company on the immediately preceding Issuance Date shall equal the Members’ aggregate Invested Capital on the date the initial Capital Contributions were made. If additional Class A Membership Interests are issued on more than one date, a Member’s Issuance Adjustment Amount shall be aggregated to reflect such Member’s Issuance Adjustment Amounts from each Issuance Date.

“Issuance Date” means each date as of which an Additional Class A Member is admitted or an additional Capital Contribution is made pursuant to Section 3.3.

“Manager” means the Member that will have the authority and powers set forth in Article VII.

“Marketable Securities” means any capital stock, bonds, notes, debentures, trust receipts, partnership interests, instruments or evidences of indebtedness commonly referred to as securities, warrants or options that (a) are of a class listed or quoted for trading on one or more national securities exchanges or on the Nasdaq National Market or the Nasdaq SmallCap Market (or successors thereto) on such date and (b) either (i) have been registered under the Securities Act for issuance to the Members or (ii) are subject to registration rights reasonably satisfactory to the Class A Members.

4

“Member” means each Person who is a Class A Member or a Class B Member.

“Membership Interest” means the rights of a Member in Distributions (liquidating or otherwise) and allocations of the profits, losses, gains, deductions, and credits of the Company.

“Net Profits” and “Net Loss” means, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a) any income of the Company that is exempt from federal income tax not otherwise taken into account in computing Net Profits or Net Loss shall be added to such taxable income or loss; and

(b) any expenditures of the Company described in Code Section 705(b)(2)(B) or treated as Code Section 705(b)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Net Profits or Net Loss shall be subtracted from such taxable income or loss.

“Percentage Interest” means, with respect to any Member, the total percentage interest set forth opposite each Member’s name on Schedule A or Schedule B, as the case may be, as such percentage interest may be modified or supplemented from time to time pursuant to Section 3.6 of this Agreement.

“Permitted Transferee” is defined in Section 8.1.

“Person” means an individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

“Piggyback Registration” has the meaning given such term in the Registration Rights Agreement.

“Priority Return” means a sum sufficient to result in a pre-tax 8% per annum internal rate of return (compounded annually) on the Unreturned Invested Capital of the Class A Members. Such rate of return shall be calculated commencing from the Invested Capital Contribution Date.

“Proceeding” means any administrative, judicial, or adversary proceeding, including, without limitation, litigation, arbitration, administrative adjudication, mediation, and appeal or review of any of the foregoing.

“Reduction Percentage” is defined in Section 4.2(a).

“Registrable Securities” has the meaning given such term in the Registration Rights Agreement.

5

“Registration Rights Agreement” shall mean the Registration Rights Agreement to be entered into among the Company, the Class A Members and DI Corp., in the form attached as Exhibit A.

“Regulations” means, except where the context indicates otherwise, the permanent, temporary, proposed, or proposed and temporary regulations of the Department of the Treasury under the Code, as such regulations may be lawfully changed from time to time (including corresponding provisions of succeeding regulations).

“Return” means, as to any Member, a per annum internal rate of return (compounded annually) on such Unreturned Invested Capital calculated commencing from the Invested Capital Contribution Date applicable to such Member.

“Rule 144” is defined in Section 5.2(i).

“Sale Transaction” is defined in Section 8.2.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means, with respect to any Person, any corporation or other entity of which more than 50% of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person.

“Termination Date” is defined in Section 4.2(a).

“Transfer” means, as a noun, any voluntary or involuntary transfer, sale, or other disposition and, as a verb, voluntarily or involuntarily to sell, assign, transfer, grant, give away, hypothecate, pledge or otherwise dispose of and shall include any transfer by will, gift or intestate succession.

“VCDI” means VCDI Holding LLC, a Delaware limited liability company.

“Veritas” is defined in the Preamble.

“Unreturned Issuance Adjustment Amount” means, with respect to each Class A Member, such Class A Member’s positive Issuance Adjustment Amount, less all distributions with respect to such Issuance Adjustment Amount pursuant to Section 4.4(d), provided that in no event shall a Member’s Unreturned Issuance Adjustment Amount be less than zero.

“Unreturned Invested Capital” means, with respect to any Class A Member, such Class A Member’s Invested Capital less all distributions made with respect to such Member’s Unreturned Invested Capital pursuant to Section 4.4(a).

6

ARTICLE II

FORMATION

This Limited Liability Company Operating Agreement of DIV Holding LLC is entered into and shall be effective as of the date first above written by and among the Members set forth on the signature pages hereof, pursuant to the provisions of the Act, on the following terms and conditions:

2.1 Organization. The Members hereby organize the Company as a Delaware limited liability company pursuant to the provisions of the Act.

2.2 Name. The name of the Company is “DIV Holding LLC”. All business conducted in the State of Delaware shall be conducted under such name. All business of the Company shall be conducted under that name or under any other name, but in any case, only to the extent permitted by applicable law.

2.3 Term. The Company shall be dissolved and its affairs wound up in accordance with the Act and this Agreement on December 31, 2025, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.4 Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate of Formation as filed in the office of the Secretary of State of Delaware. The Company may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Company shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be.

2.5 Principal Office. The principal office of the Company shall be located c/o Veritas at 660 Madison Avenue, New York, New York 10021, or at such other place as may be determined by Veritas. The Company may also have such other offices as Veritas may determine.

2.6 Purpose and Limitation on Activities.

(a) The purpose of the Company is to hold, directly or indirectly, the DI Shares, to exercise all of the rights of a holder of the DI Shares and to take any actions reasonably related to the foregoing.

(b) The Company (i) has not engaged and shall not engage in any business or activities other than the business and activities set forth in Section 2.6(a), (ii) does not have and shall not have any employees, and (iii) has not incurred and shall not incur any liabilities other than liabilities reasonably related to the performance of the Company’s obligations under this Agreement and the operation of the Company.

7

(c) The Company, in its capacity as the sole or controlling stockholder DI Corp, shall not permit DI Corp to issue, at any time, any additional DI Shares for consideration less than the Fair Market Value of such DI Shares at the date of issuance.

2.7 Statutory Compliance. The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware. The Manager shall make all filings and disclosures required by, and shall otherwise cause the Company to comply with, all such laws. The Manager, as authorized person within the meaning of the Act, shall execute and file in the appropriate records any assumed or fictitious name certificates and other documents and instruments as may be necessary or appropriate with respect to the formation of, and conduct of business by, the Company.

2.8 Preservation of Status as Limited Liability Company. The Manager shall use its reasonable commercial efforts to cause the Company: (i) to maintain its existence as a legal entity separate from the Members and any other Person; (ii) to not commingle its assets with assets of any other Person and to hold all of its assets in its own name; (iii) to conduct its business and own its properties in its own name and comply in all material respects with organizational formalities to maintain its separate existence; (iv) to correct any known misunderstanding regarding its separate identity; and (v) to observe in all material respects the formalities required of a limited liability company under Delaware law.

2.9 Title to Property. All real and personal property owned by the Company shall be owned by the Company as an entity and no Member shall have any ownership interest in such property in its individual name or right, and each Member’s interest in the Company shall be deemed personal property for all purposes. The Company shall hold all of its real and personal property in the name of the Company and not in the name of any Member.

2.10 Payments of Individual Obligations. The Company’s credit and assets shall be used solely for the benefit of the Company, and no asset of the Company shall be transferred or encumbered for or in payment of any individual obligation of a Member.

ARTICLE III

CLASSES OF MEMBERSHIP, CONTRIBUTIONS AND CAPITAL ACCOUNTS

3.1 Two Classes of Membership Interest. The Company shall have two classes of Membership Interests, Class A Membership Interests and Class B Membership Interests. Each of the Class A Membership Interests and Class B Membership Interests shall have identical rights, obligations and privileges, except as otherwise provided in this Agreement.

3.2 Contributions. The names, addresses, Capital Contributions and Class A Percentage Interests of the Class A Members are set forth on Schedule A. The names, addresses, Capital Contributions and Class B Percentage Interests of the Class B Members are set forth on Schedule B.

3.3 Additional Members. Following formation, the Company may admit one or more Additional Class A Members or Additional Class B Members from time to time by an amendment to this Agreement approved in writing by Veritas and the Additional Members in

8

accordance with this Agreement, and no other consent or approval of any other Members shall be required in connection therewith. The Capital Contributions shall be determined by the Manager; provided, however, that no Person shall be admitted as an Additional Class A Member or allocated a Class A Membership Interest except upon the payment of a Capital Contribution in the form of cash or securities or other property. Upon the admission to the Company of any Additional Members who are allocated Membership Interests in accordance with this Section 3.3, the Membership Interests of the other Members in the class of Membership Interests to which the Additional Member is added shall be reduced accordingly on a pro rata basis in accordance with Section 3.6 ; provided, however, that in the event of the admission of Additional Class B Members, the Class B Membership Interests shall be reduced on a pro rata basis only if, at the time of such admission, the aggregate Class B Percentage Interests would exceed 7.5%. Schedule A and Schedule B shall be amended from time to time in accordance with the provisions of this Section 3.3 and Section 3.6 effective as of the effective date of the admission of an Additional Member to the Company. As a condition to being admitted to the Company, each Additional Member shall execute an agreement to be bound by the terms and conditions of this Agreement. In no event shall the aggregate Class B Percentage Interests exceed 7.5%.

3.4 Maintenance of Capital Accounts. The Company shall establish and maintain Capital Accounts for each Member. Each Member’s Capital Account shall be credited with (i) the amount of any money actually contributed by the Member to the capital of the Company, (ii) the Fair Market Value of any property actually contributed by the Member (net of liabilities assumed by the Company or subject to which the Company takes such property), and (iii) the Member’s share of Net Profits (or items of income or gain). Each Member’s Capital Account shall be decreased by (i) the amount of any money actually distributed to the Member from the capital of the Company, (ii) the Fair Market Value of any property actually distributed to the Member (net of liabilities of the Company assumed by the Member or subject to which the Member takes such property), and (iii) the Member’s share of Net Loss (or items of loss, expense or deduction).

In the event any Member Transfers any Membership Interest in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred Membership Interest.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations and any amendment or successor provision thereto.

3.5 Additional Capital Contributions. Other than contributions by Additional Members, no Member shall be required to make any Capital Contributions to the Company in excess of the amounts set forth in Schedule A. Subject to Section 3.6, Veritas and/or its Transferees or designees may make additional Capital Contributions to the Company without the consent or approval of any other Member. No other Member may make an additional Capital Contribution without the prior written consent of Veritas, and any additional Capital Contribution shall be in the form of cash or securities or other property. At such time as any Member makes an additional Capital Contribution to the Company, the Membership Interests of the other Members shall be reduced accordingly on a pro rata basis in accordance with Section3.6.

9

3.6 Adjustments to Class A Percentage Interests. Upon the admission of Additional Class A Members in accordance with Section 3.3 or the making of an additional Capital Contribution by a Class A Member in accordance with Section 3.5, each Class A Member’s Class A Percentage Interest shall be adjusted, so that the Class A Percentage Interest of such Class A Member equals (i) the aggregate Class A Percentage Interests multiplied by (ii) (A) the sum of such Class A Member’s Unreturned Invested Capital and the Issuance Adjustment Amount, if any, divided by (B) the aggregate Unreturned Invested Capital and Issuance Adjustment Amount of all of the Class A Members. Upon the issuance of additional Class B Membership Interests or a reallocation of a Class B Member’s Percentage Interest to the Class A Members in accordance with Section 4.2(d), each Class A Member’s Class A Percentage Interest shall be adjusted, so that the Class A Percentage Interest of such Class A Member equals (i) the difference between 100% and the aggregate Class B Percentage Interests outstanding immediately following such issuance of additional Class B Membership Interests or such reallocation of a Class B Member’s Percentage Interest multiplied by (ii) such Member’s Class A Percentage Interest immediately prior to such issuance or reallocation. Schedule A shall be amended from time to time in accordance with the foregoing provisions of this Section 3.6. No later than fifteen (15) Business Days following the Issuance Date, the Manager shall provide all of the Class A Members with written notice of any adjustment to the Class A Percentage Interests pursuant to this Section 3.6, together with a detailed statement of the basis on which such an adjustment was made, including any determination of the Fair Market Value of the Company as of any Issuance Date or of the Fair Market Value of any securities or property contributed to the Company as an additional Capital Contribution under Section 3.5.

3.7 Other Matters.

(a) Except as otherwise provided in this Agreement, no Member shall demand or receive a return of his, her or its Capital Contributions or withdraw from the Company. No Member shall have the right to withdraw any part of his, her or its Capital Contributions from the Company prior to its liquidation and termination, unless such withdrawal is permitted under this Agreement.

(b) No Member shall receive any interest, salary, or drawing with respect to his, her or its Capital Contributions or his, her or its Capital Account or for services rendered on behalf of the Company or otherwise in his, her or its capacity as a Member.

ARTICLE IV

ALLOCATIONS AND DISTRIBUTIONS

4.1 Allocation of Net Profits and Net Loss of the Company. Net Profits and Net Loss of the Company in each Fiscal Year shall be allocated to the Members as follows:

(a) Net Profits. Net Profits shall be allocated among the Members as follows:

(i) first to offset any Net Loss allocated to a Member,

10

(ii) next to the Class A Members pro rata in accordance with their respective Class A Percentage Interests in an amount equal to their Priority Return not previously offset by allocations pursuant to this Section 4.1(a)(ii),

(iii) next to the Class B Members pro rata in accordance with their respective Class B Percentage Interests until the Class B Members have been allocated, pursuant to this Section 4.1(a)(iii) an amount equal to the product of (A) the aggregate Class B Percentage Interests and (B) the sum of the aggregate amount of the Priority Return allocated under Section 4.1(a)(ii) plus the aggregate amount allocated pursuant to this Section 4.1(a)(iii),

(iv) next to the Class A Members and the Class B Members in accordance with the amounts distributable to them under Section 4.4(d) to the extent such amount has not been previously offset by allocations pursuant to this Section 4.1(a)(iv), and

(v) thereafter among the Members pro rata in accordance with their respective Percentage Interests.

(b) Net Loss. Net Loss shall be allocated in proportion to the Members’ positive Capital Account balances; provided, however, that Net Loss shall first be allocated to the extent any Member has received Net Income allocations pursuant to Section 4.1(a)(ii) in excess of such Member’s Priority Return as adjusted pursuant to Section 4.7, to such Members pro rata in accordance with such excess until each such Member has been allocated Net Loss equal to such excess.

4.2 Reduction of Class B Percentage Interests. (a) Subject to Section 4.2(b), in the event that prior to February 11, 2010 or the fifth anniversary of the date the subject Class B Member became a full-time employee or non-employee director of the DI Group, as the case may be (the “Employment/Directorship Date”), whichever is later, the employment of a Class B Member by the DI Group on a full time basis terminates for any reason or a Class B Member’s directorship with the DI Group terminates for any reason, then as of the date of such termination of employment or termination of directorship, as the case may be (the “Termination Date”), the Class B Percentage Interest of such Class B Member shall be reduced by the following percentage (the “Reduction Percentage”):

11

Termination Date	Reduction Percentage
Prior to February 11, 2006 or the first anniversary of the Employment/Directorship Date, whichever is later	100	%
After February 11, 2006 or the first anniversary of the Employment/Directorship Date, whichever is later, but prior to February 11, 2007 or the second anniversary of the Employment/Directorship Date, whichever is later	80	%
After February 11, 2007 or the second anniversary of the Employment/Directorship Date, whichever is later, but prior to February 11, 2008 or the third anniversary of the Employment/Directorship Date, whichever is later	60	%
After February 11, 2008 or the third anniversary of the Employment/Directorship Date, whichever is later, but prior to February 11, 2009 or the fourth anniversary of the Employment/Directorship Date, whichever is later	40	%
After February 11, 2009 or the fourth anniversary of the Employment/Directorship Date, whichever is later, but prior to February 11, 2010 or the fifth anniversary of the Employment/Directorship Date, whichever is later	20	%
After February 11, 2010 or the fifth anniversary of the Employment/Directorship Date, whichever is later	0	%

By way of example, if a Class B Member whose Employment/Directorship Date was prior to February 11, 2005 were to terminate his employment with the DI Group on December 31, 2008, his Class B Percentage Interest would be reduced by 40%.

(b) Upon a Change of Control, the Reduction Percentage shall be 0%. For purposes of this Agreement, “Change of Control” means the occurrence of any of the following events:

(i) the Company ceases to be the record or beneficial owner (as such term is defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of a majority in the aggregate of the total voting power of all classes of capital stock of DI Corp. then outstanding and normally entitled to vote on the election of directors; or

(ii) the sale of all or substantially all of the assets of the DI Group to a third party not Affiliated with Veritas.

12

(c) In the event that the employment duties of a Class B Member (or the Transferor of such Class B Member) to the DI Group are changed, the Class B Percentage Interest of such Class B Member may be increased or decreased by an amount determined in the reasonable discretion of the Manager, subject to the last sentence of Section 3.6.

(d) Upon a reduction in the Class B Percentage Interest of a Class B Member in accordance with Section 4.2(a), Schedule B shall be amended to reflect such reduction, and the portion of such Class B Member’s Class B Percentage Interest which is so reduced shall be allocated to the Class A Members in proportion to their respective Class A Percentage Interests. In the event of such a reduction, such Class B Member shall be entitled to no payment whatsoever as compensation for such reduction in his or her Class B Percentage Interest.

4.3 Available Cash. Any distributions of Available Cash shall be made as soon as practicable following the receipt thereof by the Company.

4.4 Distributions. Available Cash shall be distributed to the Members as follows:

(a) first, to the Class A Members in proportion to their Unreturned Invested Capital until such time as they have received cumulative distributions under this Section 4.4(a) equal to all of their Invested Capital;

(b) second, subject to Section 4.7, to the Class A Members in proportion to their unpaid Priority Returns until such time as they have received cumulative distributions under this Section 4.4(b) equal to their Priority Return;

(c) third, to the Class B Members pro rata in accordance with their respective Class B Percentage Interests until such time as they have received pursuant to this Section 4.4(c) an amount equal to the product of (i) the aggregate Class B Percentage Interests and (ii) the sum of the aggregate amount distributed to the Class A Members under Section 4.4(b) plus the aggregate amount distributed to the Class B Members pursuant to this Section 4.4(c);

(d) fourth, to the Class A Members as a group, to the extent of their aggregate Percentage Interests pro rata in accordance with their Unreturned Issuance Adjustment Amount and to the Class B Members as a group, to the extent of their aggregate Percentage Interests in accordance with their respective Class B Percentage Interests until each Class A Member’s Unreturned Issuance Adjustment Amount equals zero; and

(e) thereafter, to the Members pro rata in accordance with their respective Percentage Interests.

4.5 Distributions Other Than Cash. The Company may, in the sole discretion of the Manager, make distributions of marketable securities or other property other than cash. Upon a distribution of marketable securities or other property other than cash, such marketable securities or other in kind property shall be deemed to have been sold at their Fair Market Value on the date of such distribution and the proceeds of such sale shall be deemed to have been distributed to the Members for all purposes of this Agreement.

13

4.6 Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation to the Company or the Members shall be treated as amounts distributed to the Members pursuant to this Section 4.6 for all purposes under this Agreement. The Company is authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over to any federal, state, or local government any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state or local law and shall allocate such amounts to the Members with respect to which such amount was withheld.

4.7 Priority Return Adjustment. If, upon the admission of Additional Class A Members in accordance with Section 3.3 or the making of an additional Capital Contribution by a Class A Member, the Fair Market Value of the Company at such time is less than the aggregate Unreturned Invested Capital plus any accrued Priority Returns, then the Manager in its reasonable discretion may amend this Agreement to (a) reduce in whole or in part the Priority Return accrued prior to the Issuance Date and to reduce the Priority Return after such date so that the Priority Return relates only to the Class A Member’s Unreturned Invested Capital less the Issuance Adjustment Amount, (b) provide for Priority Returns with respect to the additional Capital Contributions as it may reasonably determine and (c) make such other changes which are necessary and appropriate to implement clauses (a) and (b); provided, however, that, without the prior written consent of VCDI, if the Class A Member being admitted or making an additional Capital Contribution is Veritas or an Affiliate of Veritas, the Manager shall not have the right to amend this Agreement (i) to reduce the Priority Return after such date so that the Priority Return relates only to the Class A Member’s Unreturned Invested Capital less the Issuance Adjustment Amount or to provide for priority returns with respect to such additional Capital Contributions if, as a result of any such actions pursuant to this clause (i) Veritas or such Affiliate of Veritas will receive a Return on its additional Capital Contribution that exceeds the Return that any other Class A Member will be entitled to receive under this Agreement on its Unreturned Invested Capital, assuming that such Class Member had contributed its Unreturned Invested Capital on the Invested Capital Contribution Date on which Veritas or such Affiliate of Veritas made its additional Capital Contribution and in the same amount as such additional Capital Contribution, or (ii) to reduce in whole or in part the Priority Return accrued prior to the Issuance Date.

ARTICLE V

RIGHTS AND DUTIES OF MEMBERS

5.1 Liability of Members. No Member shall be liable as such for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

5.2 Representations and Warranties. As of the date of this Agreement, each of the Members hereby represents and warrants to each of the other Members and the Company as follows:

14

(a) The Membership Interest being acquired by such Member is being purchased for such Member’s own account and not with a view to, or for sale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or any applicable state securities laws. Such Member understands that his, her or its Membership Interest has not been registered under the Securities Act or any state securities laws by reason of their contemplated issuance in transactions exempt from the registration and prospectus delivery requirements thereof and that the reliance of the Company and others upon such exemptions is predicated in part by the representations and warranties of such Member contained herein. No other Person has any right with respect to or interest in the Membership Interest acquired by such Member, nor has such Member agreed to give any Person any such interest or right in the future.

(b) Such Member has the requisite power and authority (whether corporate or otherwise) and legal capacity to enter into, and to carry out his, her or its obligations under, this Agreement. The execution and delivery by such Member of this Agreement and the consummation by such Member of the transactions contemplated hereby have been duly authorized by all necessary action (corporate or otherwise) on the part of such Member.

(c) This Agreement has been duly executed and delivered by such Member and constitutes a valid and binding obligation enforceable against such Member in accordance with its terms.

(d) Such Member is not subject to, or obligated under, any provision of (i) any agreement, contract, arrangement or understanding, (ii) any license, franchise or permit, or (iii) any law, regulation, order, judgment or decree, that would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance or other lien on any of such Member’s assets would be created, by such Member’s execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

(e) No authorization, consent or approval of, waiver or exemption by, or filing or registration with, any public body, court or other governmental authority or any other third party is necessary on such Member’s part for the consummation of the transactions contemplated by this Agreement that has not previously been obtained by such Member.

(f) No Person has or will have, as a result of any act or omission by such Member, any right, interest or valid claim against the Company or any other Member for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with any of the transactions contemplated by this Agreement.

(g) Neither such Member nor any of its Affiliates (other than certain Affiliates of Carlisle Ventures, Inc., a member of VCDI) is, nor will the Company as a result of such Member Holding an interest in the Company be, an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

(h) Such Member is acquiring his, her or its Membership Interest based upon his, her or its own investigation, and the exercise by such Member of his, her or its rights and the performance of his, her or its obligations under this Agreement will be based upon his, her or its own investigation, analysis and expertise. Such Member has knowledge and experience in

15

financial and business matters such that such Member is capable of evaluating the merits and risks of the investment contemplated by this Agreement and such Member is able to bear the economic risk of his, her or its investment in the Company (including a complete loss of his, her or its investment). During negotiation of the transactions contemplated herein, such Member has been afforded full and free access to books, financial statements, records, contracts, documents and other information concerning the Company and the DI Group and has been afforded the opportunity to ask questions concerning the business, operations, financial condition, assets and liabilities of the Company and the DI Group and other relevant matters as such Member has deemed necessary or desirable and has been provided with all such information as has been requested.

(i) Such Member recognizes that no public market exists for the Membership Interest acquired hereunder, and no representation has been made to such Member that any such public market will exist in the future. Such Member understands that he, she or it must bear the economic risk of such Member’s investment in the Company indefinitely unless such Member’s Membership Interest is registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Membership Interest is registered or qualified under applicable state securities laws or an exemption from such registration or qualification is available, and that the Company has no obligation or intention of so registering or qualifying such Membership Interest. Such Member understands that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow such Member to dispose of or otherwise Transfer any or all of such Member’s Membership Interest, in the amounts or at the times any such Member might desire. Such Member understands that at the present time Rule 144 (other than Rule 144(k) promulgated under the Securities Act by the Securities and Exchange Commission (“Rule 144”)) is not applicable to the sale of any or all of such Member’s Membership Interest because such Membership Interest is not registered under Section 12 of the Securities Exchange Act of 1934, as amended, and the information concerning the Company specified in Rule 144 is not publicly available. Such Member acknowledges that the Company is not presently under any obligation to register the Membership Interests under Section 12 of the Securities Exchange Act of 1934, as amended, or to make publicly available the information specified in Rule 144 and that it may never be required to do so.

ARTICLE VI

INDEMNIFICATION OF MEMBERS

6.1 General. The Company, its receiver or its trustee (to the extent of the Company’s assets) shall indemnify, save harmless, and pay all judgments and claims against each Member or any officers or directors of such Member relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Member, officer or director in connection with the business of the Company, including attorneys’ fees and expenses incurred by such Member, officer or director in connection with the defense of any action based on any such act or omission, which attorneys’ fees and expenses may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act) as permitted by law.

16

6.2 Company Expenses. The Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities reasonably incurred by any Member who for the benefit of the Company and consistent with its purpose, makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Company, which action shall have been consented to by the Manager, and who suffers any financial loss as the result of such action.

6.3 Limitations.

(a) Notwithstanding anything to the contrary in Sections 6.1 and 6.2 above, no Member shall be indemnified from any liability for fraud, bad faith, willful misconduct, or gross negligence.

(b) Notwithstanding anything to the contrary in Sections 6.1, 6.2 and 6.3(a) above, in the event that any provision of such Sections is determined to be invalid in whole or in part, the remainder of such Sections shall be enforceable to the maximum extent permitted by law.

ARTICLE VII

MANAGEMENT

7.1 Management and Authority.

(a) The Manager. The Company shall be managed by Veritas (the “Manager”). The Manager shall have such rights, duties and powers as are specified in this Agreement and the Act.

(b) General Rights, Duties and Powers of the Manager. The Manager is the general manager and chief executive officer of the Company and, subject to Section 7.1(d), shall have complete and exclusive control over the management of the business of the Company.

(c) Specific Powers and Duties of the Manager. In addition to the general powers given to the Manager by law and by this Agreement, except as expressly limited by the provisions of this Agreement, the Manager shall have the power to enter into, make, sign, seal, deliver and perform all agreements, contracts, documents, instruments and other undertakings and to engage in all activities and transactions as may be necessary or desirable, in the sole discretion of the Manager, in order to carry out the purpose of the Company, all on behalf of the Company, including, without limitation, the following:

(i) to admit Additional Members, in accordance with Section 3.3;

(ii) to acquire, hold, sell, transfer, exchange, pledge and dispose of DI Shares, directly or indirectly, and exercise all rights, powers, privileges, and other incidents of ownership or possession with respect thereto (including voting such stock);

(iii) to open, maintain and close bank accounts and draw checks or other orders for the payment of money;

17

(iv) to borrow or raise monies on behalf of the Company and/or the DI Group and to secure the payment or performance of obligations of the Company and/or the DI Group by mortgage, hypothecation, pledge or other security assignment of all or any part of the assets of the Company and/or the DI Group; and

(v) subject to Section 2.6, to otherwise hold, sell or deal in any manner with the assets of the Company and/or the DI Group for the benefit of the Company.

(d) Notwithstanding the preceding provisions of this Section 7.1 or any other provision of this Agreement, the Manager may not do any of the following:

(i) any act in contravention of this Agreement or the Company’s certificate of formation;

(ii) any act which would make it impossible to carry on the ordinary operations of the Company, except as otherwise provided in this Agreement;

(iii) cause or permit any action to be taken under this Agreement that adversely affects, or might reasonably be expected adversely to affect, the rights of any Class A Member in a manner different from or disproportionate to the other Class A Members;

(iv) engage, or permit its Affiliates to engage, in any transaction with the Company other than the transactions expressly contemplated by this Agreement; or

(v) designate, delegate or otherwise transfer any duties or obligations of the Manager to any other Person (other than an Affiliate of Veritas).

7.2 Manager’s Standard of Care. The Manager’s duty of care in the performance of its duties to the Company and the other Members is limited to the performance of such duties in good faith and with that degree of care that an ordinarily prudent Person in a like position would use under similar circumstances. In performing such duties, the Manager shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case presented or prepared by (i) one or more agents or employees of the Company, or (ii) counsel, public accountants or other Persons as to matters that the Manager believes to be within such Person’s professional or expert competence. Except in the case of gross negligence or willful misconduct, the Manager shall not be liable to the Company or any Member for damages for any act or omission taken or suffered by the Manager in connection with this Agreement or the conduct of the business of the Company.

7.3 Compensation of Manager.

(a) The Manager shall not receive any fees for its services in administering the Company.

(b) The Manager shall be entitled to reimbursement from the Company for all reasonable and necessary out-of-pocket costs and expenses incurred by it, in its reasonable discretion, for or on behalf of the Company.

18

ARTICLE VIII

DISPOSITION OF MEMBERSHIP INTERESTS; OTHER RIGHTS

8.1 Restrictions on Transfer. No Member, other than Veritas and its Affiliates, may directly or indirectly Transfer all or a portion of his, her or its Membership Interest except to a Permitted Transferee or as otherwise expressly provided in this Agreement, provided that any Transfer by Veritas or its Affiliates shall be subject to the terms of Section 8.2 below. Any purported Transfer in violation of this Agreement shall be null and void ab initio and the Company shall not recognize any such Transfer or accord to any purported transferee any rights as a Member of the Company. Each Class A Member shall have the right to Transfer any or all of the Class A Membership Interest owned by him, her or it, to a Permitted Transferee, provided that at the time of any such Transfer, each such Transferee agrees in writing (in form and substance satisfactory to the Company) to be bound by all of the provisions of this Agreement applicable to the Transferring Member so long as he, she or it continues to own any of the Class A Membership Interest so Transferred. As used herein, “Permitted Transferee” means (a) in the case of a Class A Member which is a natural Person, such individual Class A Member’s spouse or issue, including adopted children, or to a trust for the exclusive benefit of such individual Class A Member’s spouse or issue and (b) in the case of a Class A Member which is not a natural Person, such Class A Member’s Affiliates.

8.2 Tag-Along Rights. In the event of a proposed Sale Transaction, neither Veritas nor any of its Affiliates shall Transfer any portion of its Membership Interest until the other Members have been given the opportunity, at their option, exercisable within 15 Business Days after the date of written notice by Veritas and/or such Affiliate of the proposed Sale Transaction, to sell to the proposed transferee at the same price and upon the same terms and conditions offered to Veritas and/or such Affiliate, up to that percentage of the Membership Interest held by the other Members as is equivalent to the percentage of the Membership Interest held by Veritas and/or such Affiliate that Veritas and/or such Affiliate proposes to Transfer. In order to be entitled to exercise their rights to sell their Membership Interests pursuant to this Section 8.2, the other Members must agree to make to the transferee substantially the same representations, warranties, covenants, indemnities and agreements as Veritas agrees to make in connection with the proposed Sale Transaction; provided, however, that no Member shall be obligated to indemnify the transferee for more than its pro rata share of any losses incurred by the transferee or in an amount that exceeds the aggregate purchase price received by such Member for the Membership Interests Transferred by such Member pursuant to this Section 8.2.

As used herein, “Sale Transaction” means the Transfer by Veritas and/or any of its Affiliates, in one transaction or a series of transactions (other than pursuant to a public offering under the Securities Act or pursuant to Rule 144), of all or any portion of its Membership Interests to one or more Persons or group of Persons (other than an Affiliate).

8.3 Drag-Along Rights. In the event of a proposed Sale Transaction pursuant to which Veritas and/or its Affiliates propose to Transfer all or substantially all of the Membership Interests held by Veritas and its Affiliates solely in exchange for cash and/or Marketable Securities (a “Qualifying Sale Transaction”) Veritas and/or its Affiliates may require that each other Member Transfer his, her or its Membership Interest in such Qualifying Sale

19

Transaction. Each Member will receive in such Qualifying Sale Transaction in respect of his, her or its Membership Interest his, her or its pro rata portion of the entire consideration to be received by all the Members in or following the Qualifying Sale Transaction. Veritas and/or such Affiliates shall notify the other Members at least 15 Business Days in advance of entering into a definitive agreement in connection with a proposed Qualifying Sale Transaction. In any such agreement, the other Members will be required to make substantially the same representations, warranties, covenants, indemnities and agreements Veritas and/or its Affiliates agree to make in connection with the proposed Qualifying Sale Transaction (provided that no such other Member shall in any event be obligated to agree to any noncompetitive or nonsolicitation covenants or to indemnify the transferee for more than its pro rata share of any losses incurred by the transferee or in an amount that exceeds the aggregate purchase price received by such Member for the Membership Interests Transferred by such Member pursuant to this Section 8.3).

8.4 Legends. If at any time Membership Interests are represented by certificates, then each such certificate shall have stamped, printed or typed thereon, in addition to any other legend required by law, the following legends:

THIS CERTIFICATE AND THE MEMBERSHIP INTEREST REPRESENTED HEREBY ARE SUBJECT TO AND SHALL BE TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF A CERTAIN AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF DIV HOLDING LLC DATED AS OF APRIL 28, 2005, AMONG THE MEMBERS NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY.

THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE MEMBERSHIP INTEREST UNDER THE ACT AND APPLICABLE STATE LAWS OR AN EXEMPTION THEREFROM.

8.5 Registration Rights. In the event that the Company, or any direct or indirect Subsidiary of the Company other than DI Corp, effects a registration of its equity securities under the Securities Act, the Company shall or, in its capacity as sole or controlling stockholder of such Subsidiary, shall cause such Subsidiary to enter into a registration rights agreement, substantially in the form of the Registration Rights Agreement, pursuant to which the Company or such Subsidiary grants the Class A Members substantially the same registration rights with respect to such equity securities as the Class A Members have been granted with respect to the Registrable Securities under the Registration Rights Agreement.

20

ARTICLE IX

ACCOUNTING AND RECORDS; CERTAIN TAX MATTERS

9.1 Records to be Maintained.

(a) The Company shall maintain at its principal office separate books of account for the Company which shall reflect a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received, and all income derived in connection with the operation of the Company business in accordance with generally accepted accounting principles consistently applied and, to the extent inconsistent therewith, in accordance with this Agreement. Each Member shall, at his, her or its sole expense, have the right, at any time without notice to any other Member, to examine, copy, and audit the Company’s books and records during normal business hours. Such right may be exercised through any agent or employee of a Member designated by such Member or by an independent public accountant designated by such Member.

(b) The Company shall maintain the following records at its principal office:

(i) A current list of the full name and last known address of each Member;

(ii) A copy of the Certificate of Formation and all amendments thereto;

(iii) Copies of the Company’s federal, foreign, state and local income tax returns and reports, if any, for the six most recent years;

(iv) Copies of this Agreement, including all amendments thereto;

(v) Any financial statements of the Company and its consolidated subsidiaries for the six most recent Fiscal Years;

(vi) A writing or other data compilation from which information can be obtained through retrieval devices in reasonably usable form setting forth the following:

(A) the amount of cash and a description and statement of the agreed value of any securities or property contributed by each Member and which each Member has agreed to contribute;

(B) any right of a Member to receive, or of the Company to make, Distributions to a Member which include a return of all or any part of Member’s Capital Contribution; and

(C) any events upon the happening of which the Company is to be dissolved and its affairs wound up.

21

9.2 Reports.

(a) The Company shall be responsible for the preparation of financial reports of the Company and the coordination of financial matters of the Company with the Company’s accountants.

(b) Within ninety (90) days after the end of each Fiscal Year and within sixty (60) days after the end of any fiscal quarter, the Company shall cause each Member to be furnished with a copy of a consolidated balance sheet of the Company and its subsidiaries as of the last day of the applicable period, a consolidated statement of income or loss of the Company and its subsidiaries for such period, and a consolidated statement of cash flow for the Company and its subsidiaries for such period. Annual statements shall also include a statement of the Members’ Capital Accounts and changes therein for such Fiscal Year. Annual statements shall be reviewed by the Company’s accountants.

(c) The Company shall deliver to each Class A Member copies of the annual and quarterly financial statements of DI Corp and the DI Group, as soon as reasonably practicable after the same are available to DI Corp.

9.3 Tax Returns; Information. The Company shall arrange for the preparation of all income and other tax returns of the Company and shall cause the same to be filed in a timely manner. As soon as practicable following the end of each fiscal year, the Company shall furnish to each Member a copy of each such return, together with any schedules or other information each Member may require in connection with such Member’s own tax affairs.

9.4 Tax Matters Member. Veritas is specifically authorized to act as the Tax Matters Partner under the Code and in any similar capacity under state or local law.

ARTICLE X

WITHDRAWALS; ACTION FOR PARTITION; BREACHES

10.1 Waiver of Partition. No Member shall, either directly or indirectly, take any action to require partition, file a bill for Company accounting or appraisement of the Company or of any of its assets or properties or cause the sale of any Company property; and, notwithstanding any provisions of applicable law to the contrary, each Member (and each of his, her or its legal representatives, successors, or assigns) hereby irrevocably waives any and all rights it may have to maintain any action for partition or to compel any sale with respect to his, her or its Membership Interest, or with respect to any assets or properties of the Company, except as expressly provided in this Agreement.

10.2 Covenant Not to Withdraw or Dissolve. Notwithstanding any provision of the Act, but except as otherwise provided in this Agreement, each Member hereby covenants and agrees that the Members have entered into this Agreement based on their mutual expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, each Member hereby covenants and agrees not to (a) take any action to file a certificate of dissolution or its equivalent with respect to itself, (b) take any action that would cause voluntary bankruptcy of such Member, (c) withdraw or attempt to withdraw from the Company, (d) exercise any

22

power under the Act to dissolve the Company, (e) transfer all or any portion of his, her or its Membership Interest in the Company, (f) petition for judicial dissolution of the Company, or (g) demand a return of such Member’s contributions or profits (or a bond or other security for the return of such contributions or profits) without the unanimous consent of the Members.

ARTICLE XI

DISSOLUTION AND WINDING UP

11.1 Dissolution; Liquidating Events. The Company shall be dissolved and its affairs wound up upon the first to occur of the following events:

(a) the expiration of the term provided in Section 3.3, unless the business of the Company is continued with the written consent of the Manager;

(b) the determination the Manager; and

(c) the sale of substantially all of the assets of the Company.

11.2 Effect of Dissolution. Upon dissolution, the Company shall cease carrying on as distinguished from the winding up of the Company business, but the Company is not terminated, but continues until the winding up of the affairs of the Company is completed and the certificate of dissolution has been issued by the Secretary of State of the State of Delaware.

11.3 Distribution of Assets on Dissolution. Upon the winding up of the Company, the Company’s assets shall be distributed:

(a) to creditors, including Members who are creditors to the extent required by law, in satisfaction of Company liabilities; and

(b) to Members in accordance with Section 4.4. Such Distributions shall be in cash or property (which shall be distributed proportionately) or partly in both, as determined in good faith by the Manager.

11.4 Winding Up and Certificate of Dissolution. The winding up of the Company shall be completed when all debts of the Company have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining assets of the Company have been distributed to the Members. Upon the completion of winding up of the Company, a certificate of dissolution shall be delivered to the Secretary of State of the State of Delaware for filing. The certificate of dissolution shall set forth the information required by the Act.

ARTICLE XII

AMENDMENT

12.1 Amendment. Except as otherwise herein provided, this Agreement may be amended only upon the written consent of (i) Veritas, (ii) VCDI and (iii) the Members owning

23

at least 51% of the Percentage Interests; provided, however, that except as otherwise herein provided, no amendment to this Agreement that would decrease the Percentage Interest of any Member shall be effected without the written consent of such Member; and provided, further, that Veritas without the consent of any Member may amend Schedule A and Schedule B hereto to reflect the admission or withdrawal of any Member, or the transfer by any Member of part or all of its Membership Interest, in each case made in accordance with the terms of this Agreement.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

13.1 Entire Agreement. This Agreement represents the entire agreement among all the Members and between the Members and the Company with respect to the subject matter hereof, and supersedes any and all prior agreements and understandings with respect to the subject matter hereof.

13.2 Loans by Members; Transactions with Affiliates. Subject to the following sentence, loans by Members shall be made voluntarily and only upon such terms and conditions as the Manager may determine in its reasonable discretion. The Company will not enter into any transaction with Veritas or any Affiliate of Veritas, including the purchase, sale or exchange of property or the rendering of any service, except upon fair and reasonable terms no less favorable to the Company than would be obtained in a comparable arms-length transaction with a Person that is not an Affiliate.

13.3 No Partnership Intended for Nontax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under any partnership or limited partnership act. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

13.4 Rights Of Creditors and Third Parties under Agreement. This Agreement is entered into among the Company and the Members for the exclusive benefit of the Company, its Members, and their successors and assigns. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any other agreement between the Company and any Member with respect to any Capital Contribution or otherwise.

13.5 No Employment or Service Contract. Nothing in this Agreement shall confer upon any Member any right to continue in the service of the DI Group (or any Affiliate thereof) for any period of time or restrict in any way the rights of the DI Group (or any Affiliate thereof) to terminate any such Member’s employment or directorship at any time for any reason whatsoever, with or without cause.

24

13.6 No Waiver. The failure of the Company, Veritas or any Member (or assignees of the Company, Veritas or such Member) in any instance to exercise any rights granted under this Agreement shall not constitute a waiver of any other rights that may subsequently arise under the provisions of this Agreement or any other agreement between or among the Company, Veritas and a Member. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

13.7 Notices. Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and sent by overnight courier, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a hard copy of the telephone conversation or facsimilied communication sent by overnight courier, charges prepaid, addressed as reflected on Schedule A or Schedule B or to such other address as such Person may from time to time specify by notice to the Members. Any such notice shall be deemed to be delivered, given, and received as of the date so delivered.

13.8 Binding Effect. Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the Members and their respective successors, transferees and assigns.

13.9 Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Member.

13.10 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

13.11 Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

13.12 Incorporation by Reference. Each Schedule attached to this Agreement and referred to herein is incorporated in this Agreement by reference and made a part hereof as if fully set forth herein.

13.13 Further Action. Each Member agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.

13.14 Variation of Pronouns. All pronouns and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the person or persons may require.

13.15 Governing Law. The laws of the State of Delaware (without reference to its choice of laws principles) shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Members.

25

13.16 Counterpart Execution. This Agreement may be executed in any number of counterparts with the same effect as if all of the Members had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

13.17 Consent to Jurisdiction. Each Member hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York or the United States of America located in the New York City for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby and agrees not to commence any action, suit or proceeding relating hereto except in such courts, and further agrees that service of any process, summons, notice or document by United States registered or certified mail shall be effective service of process for any action, suit or proceeding brought in any court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to personal jurisdiction and the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the courts of the State of New York or the United States of America located in the New York City, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(The remainder of this page is intentionally left blank)

26

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

CLASS A MEMBERS:
THE VERITAS CAPITAL FUND II, L.P.
By:	/s/ Robert B. McKeon
	Authorized Signatory
VCDI HOLDING LLC
By:	/s/ Robert B. McKeon
	Authorized Signatory
VERITAS CAPITAL INVESTMENTS IIA, LLC
By:	/s/ Robert B. McKeon
	Authorized Signatory

The undersigned Member of VCDI Holding LLC hereby

consents to this Amended and Restated Limited Liability

Company Operating Agreement of DIV Holding LLC:

CARLISLE VENTURES, INC.
By:	/s/ Richard A. Strait
	Richard A. Strait
	Vice President

SCHEDULE A

Class A Members	Capital Contribution		Class A Percentage Interest
The Veritas Capital Fund II, L.P. 660 Madison Avenue New York, New York 10021 Attn: Robert B. McKeon	$	38,241,605	38.2416	%
VCDI HOLDING LLC 660 Madison Avenue New York, New York 10021 Attn: Robert B. McKeon	$	14,030,000	14.0300	%
Veritas Capital Investments IIA, LLC 23 Contentment Island Road Darien, Connecticut 06820 Attn: Robert B. McKeon	$	47,728,395	47.7284	%
TOTAL Class A	$	100,000,000	100.0000	%

EX-3.11

Exhibit 3.11

	[LOGO]	DEAN HELLER Secretary of State 206 North Carson Street Carson City, Nevada 19701-1299 (775)684 5708 Website: secretaryofstate.biz
		Articles Of Organization Limited-Liability Company (PURSUANT TO NRS 86)	Entity # E0018012005-0 Document Number: 20050012068-74 Date Filed: 2/8/2005 11:00:18 AM In the office of /s/ Dean Heller
Important: Read attached instructions before completing form.			Dean Heller ABOVE Secretary of State

1.	Name of Limited: Liability Company	DTS Aviation Services LLC
2.	Resident Agent Name and Street Address: [ILLEGIBLE]	The Corporation Trust Company of Nevada
		Name
		6100 Neil Road, Suite 500		Reno	NEVADA	89511
		Physical Street Address		City		Zip Code
		Additional Mailing Address		City	State	Zip Code
3.	Dissolution Date: [ILLEGIBLE]	Latest date upon which the company is to dissolve (if existence is not perpetual):
4.	Management [ILLEGIBLE]	Company shall be managed by	¨  Manager(s) OR	x  Members
5.	Names Addresses of Manager(s) or Members: [ILLEGIBLE]	DynCorp International LLC
		Name
		2100 E. Grand ave		El Sequndo	CA	90245
		Address		City	State	Zip Code
		Name
		Address		City	State	Zip Code
		Name
		Address		City	State	Zip Code
6.	Names Addresses and Signatures of Organizers [ILLEGIBLE]	Hayward D. Fisk
		Name		Signature /s/ Hayward D. Fisk
		6500 West Freeway, Suite 600		Fort Worth	TX	76116
		Address		City	State	Zip Code
7.	Certificate of Acceptance of Appointment of Resident Agent:	I hereby [ILLEGIBLE] the above named limited liability company.
		[ILLEGIBLE]
		Authorized Signature of R.A. or On Behalf of R.A. Company			Date [ILLEGIBLE]

This form must be accompanied by appropriate fees. See attached fee schedule.

EX-3.12

Exhibit 3.12

LIMITED LIABILITY COMPANY OPERATING

AGREEMENT

OF

DTS AVIATION SERVICES LLC

This Limited Liability Company Operating Agreement (this “Agreement”) of DTS Aviation Services LLC, made as of this [11] day of February, 2005, is entered into by DYNCORP INTERNATIONAL LLC (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with Chapter 86 of the Nevada Revised Statutes (“NRS Chapter 86”), and hereby agrees as follows:

RECITALS

WHEREAS, DTS Aviation Services Inc. (the “Corporation”) was formed as a Nevada corporation on February 19, 2004;

WHEREAS, by unanimous written consent, the board of directors of the Corporation adopted a resolution recommended the plan of conversion of the Corporation to a Nevada limited liability to the sole stockholder company;

WHEREAS, by unanimous written consent, the board of directors of the Corporation adopted a resolution adopting and approving the adoption of the Articles of Conversion of the Corporation and the adoption of this Agreement;

WHEREAS, the sole stockholder of the Corporation adopted and approved the plan of conversion of the Corporation to a limited liability company pursuant to NRS 92A.120(b);

WHEREAS, the sole stockholder of the Corporation adopted and approved and the adoption of this Agreement;

WHEREAS, on the date hereof, the Corporation was converted to a limited liability company pursuant to Chapter 92A of the Nevada Revised Statutes by causing the filing with the Secretary of State of the State of Nevada (the “Secretary of State”) of the Articles of Conversion to Limited Liability Company (the “Articles of Conversion”) and all documents required by NRS Chapter 86 for the Formation of a LLC (the “Formation Documents”) (together, the “Conversion”);

WHEREAS, pursuant to this Agreement and the Conversion, the sole stockholder of the Corporation, the Member, is admitted as a member of the Company owning all of the limited liability company interests in the Company; and

WHEREAS, the Member desires to continue the Company as a limited liability company without dissolution under NRS Chapter 86.

ARTICLE I

FORMATION AND TERM

1.1 Name. The name of the limited liability company formed hereby is DTS Aviation Services LLC (the “Company”).

1.2 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity, except insurance, for which limited liability companies may be formed under NRS Chapter 86.

1.3 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Nevada is The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, NV 89511. At any time, the Manager may designate another registered agent pursuant to NRS Chapter 86. A resident agent acceptance form is filed contemporaneously with this Agreement.

1.4 Term. The term of the Company will commence on the date that the original Articles of Organization are filed in the office of the Secretary of State and shall continue until the Company is dissolved in accordance with the provisions of this Agreement and NRS Chapter 86.

1.5 Qualification in Other Jurisdictions. The Manager shall cause the Company to be qualified, formed or registered if necessary under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Manager or any officer of the Company, as authorized person, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE II

POWERS AND MANAGER

2.1 The Company. The Company and the Manager, on behalf of the Company, shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein.

2.2 The Manager. In accordance with NRS 86.161 and NRS 86.291 the business and affairs of the Company shall be vested in a manager, which shall be the Member (when acting in such capacity, the “Manager”). The Manager shall have the complete right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise to act for and on behalf of the Company. An initial list of managers is filed contemporaneously with this Agreement.

2.3 Certificates. The Manager and each officer of the Company is hereby designated as an authorized person, to execute, deliver and file all certificates required or

-2-

permitted by the NRS Chapter 86 to be filed in the office of the Secretary of State. Hayward D. Fisk is hereby designated as an “authorized person” to execute, deliver and file the Certificate of Conversion and the Certificate of Formation with the Secretary of State.

2.4 Officers.

(1) Designation and Appointment. The Manager may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Manager), including employees, agents and other persons who may be designated as “Officers” of the Company, with titles including but not limited to “chairman,” “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” and “chief financial officer,” as and to the extent authorized by the Manager. Any number of offices may be held by the same person. In the Manager’s discretion, the Manager may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Nevada or members of the Company. Any Officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them. The Manager may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager.

(2) Resignation and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Manager. The acceptance by the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed as such, either with or without cause, at any time by the Manager. Designation of any person as an Officer by the Manager pursuant to the provisions of Section 2.4(1) shall not in and of itself vest in such Person any contractual or employment rights with respect to the Company.

(3) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall (i) owe to the Company and the Member duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Nevada, (ii) keep the Manager reasonably apprised of material developments in the business of the Company, and (iii) present to the Manager, at least annually, a review of the Company’s performance, an operating budget for the Company, and a capital budget for the Company.

(4) Chairman. Subject to the powers of the Manager, the Chairman of the Company shall have the powers, perform such tasks and have such responsibilities as are possessed, performed and held by persons employed in the same capacity in companies similar to the Company, and have such additional powers and perform such other duties as may be prescribed by the Manager.

(5) Chief Executive Officer. Subject to the powers of the Manager, the chief executive officer of the Company shall be in general and active charge of the entire

-3-

business and affairs of the Company, and shall be its chief policy making Officer, and have such additional powers and perform such other duties as may be prescribed by the Chairman of the Company or the Manager.

(6) President. The president of the Company shall, subject to the powers of the Manager and the chief executive officer of the Company, have general and active management of the business of the Company, and shall see that all orders and resolutions of the Manager are effectuated. The president of the Company shall have such other powers and perform such other duties as may be prescribed by the chief executive officer of the Company or by the Manager.

(7) Chief Financial Officer. The chief financial officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the Company’s assets, liabilities, receipts, disbursements, gains, losses, capital and the Units. The chief financial officer of the Company shall have custody of the funds and securities of the Company, keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer of the Company shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or the Manager.

(8) Vice President(s). The vice president(s) of the Company shall perform such duties and have such other powers as the chief executive officer of the Company or the Manager may from time to time prescribe. A vice president may be designated as an Executive Vice President, a Senior Vice President, an Assistant Vice President, or a vice president with a functional title.

(9) Secretary.

(i) The secretary of the Company shall attend all meetings of the Manager and the Member, record all the proceedings of the meetings and perform similar duties for the committees of the Manager when required.

(ii) The secretary of the Company shall keep all documents as may be required under the NRS Chapter 86. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the chief executive officer of the Company or the Manager. The secretary of the Company shall have the general duties, powers and responsibilities of a secretary of a Corporation.

(iii) If the Manager chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of seniority, shall in the Company secretary’s absence, disability or inability to act, perform the duties and exercise the powers of the secretary of the Company, and shall perform such other duties as the chief executive officer of the Company or the Manager may from time to time prescribe.

-4-

(10) Treasurer. The treasurer of the Company shall receive, keep, and disburse all moneys belonging to or coming to the Company. The treasurer of the Company shall prepare, or cause to be prepared, detailed reports and records of all expenses, losses, gains, assets, and liabilities of the Company as directed by the chief financial officer of the Company and shall perform such other duties in connection with the administration of the financial affairs of the Company as may from time to time be prescribed by the chief financial officer or the chief executive officer of the Company or by the Manager.

ARTICLE III

CONVERSION; UNITS, CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES

3.1 Conversion. Effective as of the time of the Conversion, (i) the Certificate of Incorporation of the Corporation, dated as of February 19, 2004 and the By-Laws of the Corporation are replaced and superseded in their entirety by this Agreement in respect of all periods beginning on or after the Conversion, (ii) the sole stockholder of the Corporation, DynCorp International LLC, is hereby automatically admitted as the sole member of the Company owning all of the Membership Interests (as defined below) in the Company, (iii) the Member is continuing the business of the Corporation without dissolution in the form of a Nevada limited liability company governed by this Agreement, and (iv) in accordance with NRS Chapter 92A, the Company shall constitute a continuation of the existence of the Corporation in the form of a Nevada limited liability company and, for all purposes of the laws of the State of Nevada, shall be deemed to be the same entity as the Corporation.

3.2 Units. The Membership Interest owned by the Member shall be measured by the number of units (the “Units”) held by the Member. There shall be an aggregate of 100 Units allocated to the Member. The Company may in its discretion issue certificates to the Member representing the Units held by the Member.

3.3 Capital Contributions. The Member shall have deemed to have contributed to the Company an amount equal to the fair market value of the assets of the Corporation less the fair market value of the liabilities of the Corporation. The Member shall not make any other initial contribution to the capital of the Company. The Member may make additional contributions to the capital of the Company from time to time in its discretion.

3.4 Allocations Generally. The Company’s profit and loss shall be allocated to the Member.

3.5 Distributions. Except as provided in Article V, distribution shall be made to the Member at the times and in the aggregate amounts determined by the Manager.

3.6 Capital Accounts. A capital account (a “Capital Account”) shall be maintained for the Member in accordance with the capital accounting rules of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. The Member shall have an initial Capital Account balance equal to the Member’s initial capital contribution to the Company.

-5-

3.7 Classes. There shall be one class of member and one class of manager, subject to the duties and classifications set forth in Article II of this Agreement.

ARTICLE IV

ADMINISTRATIVE PROVISIONS

4.1 Accounting Method. The accounting for purposes of the Company shall be in accordance with accounting principles determined by the Manager.

4.2 No Salaries to Member or Manager. No salary shall be paid to the Member or Manager for services to the Company.

4.3 Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation §301.7701-3 and shall not make an election to be classified as a corporation.

ARTICLE V

DISSOLUTION AND TERMINATION

5.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under NRS 86.495 or (iii) at any time there is no member of the Company unless the Company is continued in accordance with NRS Chapter 86. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

(1) to the satisfaction (whether by payment or the making of reasonable provision for payment) of debts of the Company other than to the Member;

(2) to payment of amounts owed to the Member for amounts borrowed from and not repaid to the Member; and

(3) to the Member.

5.2 Gains or Losses in Winding-Up. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Member in the manner set forth in Section 3.4. Any property distributed in kind in the liquidation of the Company shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Member in the manner set forth in Section 3.4.

5.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Article V, and the certificate of formation of the Company in effect as of the date thereof shall have been canceled in the manner required by the NRS Chapter 86.

-6-

ARTICLE VI

ADMISSION OF A MEMBER

6.1 Admission of a Member. The Member has been admitted as a member of the Company pursuant to this Agreement. No person may be admitted as a Member of the Company unless the Member consents.

ARTICLE VII

GOVERNING LAW

7.1 Governing Law. This Agreement shall be governed by the laws of the State of Nevada.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the NRS Chapter 86, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person (as defined below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

8.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement; provided, however, that any indemnity under this Section 8.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

-7-

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.3.

8.5 Covered Person. For purposes of this Article VIII, “Covered Person” shall mean the Manager, a Member, any affiliate of the Manager or a Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee or agent of the Company or its affiliates.

ARTICLE IX

MISCELLANEOUS

9.1 Notices. All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be mailed by regular mail, postage prepaid, to the Member at the address listed on the signature page, or at such other address as he or she may specify to the Company in a written notice pursuant to this Section 9.1.

9.2 Entire Agreement. This document constitutes the entire Agreement and understanding by the Member with respect to the Company and supercedes all prior agreements and undertakings, if any, with respect hereto.

9.3 Amendment. This Agreement may be amended only upon the written document signed by the Member.

9.4 Captions. The titles and captions contained herein are for convenience only and shall not be deemed part of this Agreement.

9.5 Numbers and Gender. Where the context so indicates, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, and person shall include corporation, firm or any other entity. Without limiting the forgoing, if at any time there shall be only one Manager acting hereunder, references to the Managers shall be deemed to be references to the sole Manager then acting.

9.6 Definition. “Membership Interest” means, with respect to the Member, (i) the Member’s entire interest in the Company, and the property, assets, business and capital thereof, and (ii) the share of the profits, losses and distributions of the Company allocable to the Member under the provisions of the Agreement.

9.7 Other. Each limited liability company interest in the Company shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the States of Nevada

-8-

and New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

-9-

*         *         *

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement of DTS Aviation Services LLC as of the date first written above.

DYNCORP INTERNATIONAL LLC
By:	/s/ Hayward D. Fisk
Name:	Hayward D. Fisk
Title:	Manager, Executive Vice President and Secretary

Address:

2100 E. Grand Avenue

El Segundo, CA 90245

Attn.: Hayward D. Fisk

-10-

EX-3.13

Exhibit 3.13

State of Delaware          

Secretary of State          

Division of Corporations        

Delivered 07:11 PM 02/04/2005

FILED 06:11 PM 02/04/2005    

SRV 050095459 – 2373407 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

DYNCORP AEROSPACE OPERATIONS LLC

This Certificate of Formation of DynCorp Aerospace Operations LLC (the “LLC”), dated as of February 4, 2005, is being duly executed and filed by Hayward D. Fisk, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq).

FIRST: The name of the limited liability company formed hereby is:

DynCorp Aerospace Operations LLC

SECOND: The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle, DE 19801.

THIRD: The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Hayward D. Fisk

Hayward D. Fisk, Authorized Person

EX-3.14

Exhibit 3.14

LIMITED LIABILITY COMPANY AGREEMENT

OF

DYNCORP AEROSPACE OPERATIONS LLC

This Limited Liability Company Agreement (this “Agreement”) of DYNCORP AEROSPACE OPERATIONS LLC, made as of this [11] day of February, 2005, is entered into by DYNCORP INTERNATIONAL LLC (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

RECITALS

WHEREAS, DynCorp Aerospace Operations Inc. (the “Corporation”) was formed as a Delaware corporation on January 27, 1994;

WHEREAS, by unanimous written consent, the board of directors of the Corporation adopted a resolution adopting and approving the conversion of the Corporation to a Delaware limited liability company and the adoption of this Agreement, and recommending the adoption of such conversion and this Agreement to the sole stockholder of the Corporation, pursuant to Section 266 of the General Corporation Law of the State of Delaware (the “GCL”);

WHEREAS, by written consent, the sole stockholder of the Corporation adopted and approved the conversion of the Corporation to a limited liability company and the adoption of this Agreement, pursuant to Section 266 of the GCL;

WHEREAS, on the date hereof, the Corporation was converted to a limited liability company pursuant to Section 18-214 of the Act and Section 266 of the GCL by causing the filing with the Secretary of State of the State of Delaware (the “Secretary of State”) of the Certificate of Conversion to Limited Liability Company (the “Certificate of Conversion”) and a Certificate of Formation of the Company (the “Certificate of Formation”) (together, the “Conversion”);

WHEREAS, pursuant to this Agreement and the Conversion, the sole stockholder of the Corporation, the Member, is admitted as a member of the Company owning all of the limited liability company interests in the Company; and

WHEREAS, the Member desires to continue the Company as a limited liability company without dissolution under the Act.

ARTICLE I

FORMATION AND TERM

1.1 Name. The name of the limited liability company formed hereby is DynCorp Aerospace Operations LLC (the “Company”).

1.2 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

1.3 Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wimington, Delaware 19801. At any time, the Manager (as defined below) may designate another registered office.

1.4 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wimington, Delaware 19801. At any time, the Manager may designate another registered agent.

1.5 Term. The term of the Company will commence on the date that the original Certificate of Formation is filed in the office of the Secretary of State and shall continue until the Company is dissolved in accordance with the provisions of this Agreement and the Act.

1.6 Qualification in Other Jurisdictions. The Manager shall cause the Company to be qualified, formed or registered if necessary under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Manager or any officer of the Company, as authorized person, within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE II

POWERS AND MANAGER

2.1 The Company. The Company and the Manager, on behalf of the Company, shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein.

2.2 The Manager. In accordance with Section 18-402 of the Act, the business and affairs of the Company shall be vested in a manager, which shall be the Member (when acting in such capacity, the “Manager”). The Manager shall have the complete right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise to act for and on behalf of the Company.

-2-

2.3 Certificates. The Manager and each officer of the Company is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file all certificates required or permitted by the Act to be filed in the office of the Secretary of State. Hayward D. Fisk is hereby designated as an “authorized person” within the meaning of the Act to execute, deliver and file the Certificate of Conversion and the Certificate of Formation with the Secretary of State.

2.4 Officers.

(1) Designation and Appointment. The Manager may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Manager), including employees, agents and other persons who may be designated as “Officers” of the Company, with titles including but not limited to “chairman,” “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” and “chief financial officer,” as and to the extent authorized by the Manager. Any number of offices may be held by the same person. In the Manager’s discretion, the Manager may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or members of the Company. Any Officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them. The Manager may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager.

(2) Resignation and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Manager. The acceptance by the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed as such, either with or without cause, at any time by the Manager. Designation of any person as an Officer by the Manager pursuant to the provisions of Section 2.4(1) shall not in and of itself vest in such Person any contractual or employment rights with respect to the Company.

(3) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall (i) owe to the Company and the Member duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware, (ii) keep the Manager reasonably apprised of material developments in the business of the Company, and (iii) present to the Manager, at least annually, a review of the Company’s performance, an operating budget for the Company, and a capital budget for the Company.

(4) Chairman. Subject to the powers of the Manager, the Chairman of the Company shall have the powers, perform such tasks and have such responsibilities as are possessed, performed and held by persons employed in the same capacity in companies similar to the Company, and have such additional powers and perform such other duties as may be prescribed by the Manager.

-3-

(5) Chief Executive Officer. Subject to the powers of the Manager, the chief executive officer of the Company shall be in general and active charge of the entire business and affairs of the Company, and shall be its chief policy making Officer, and have such additional powers and perform such other duties as may be prescribed by the Chairman of the Company or the Manager.

(6) President. The president of the Company shall, subject to the powers of the Manager and the chief executive officer of the Company, have general and active management of the business of the Company, and shall see that all orders and resolutions of the Manager are effectuated. The president of the Company shall have such other powers and perform such other duties as may be prescribed by the chief executive officer of the Company or by the Manager.

(7) Chief Financial Officer. The chief financial officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the Company’s assets, liabilities, receipts, disbursements, gains, losses, capital and the Units. The chief financial officer of the Company shall have custody of the funds and securities of the Company, keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer of the Company shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or the Manager.

(8) Vice President(s). The vice president(s) of the Company shall perform such duties and have such other powers as the chief executive officer of the Company or the Manager may from time to time prescribe. A vice president may be designated as an Executive Vice President, a Senior Vice President, an Assistant Vice President, or a vice president with a functional title.

(9) Secretary.

(i) The secretary of the Company shall attend all meetings of the Manager and the Member, record all the proceedings of the meetings and perform similar duties for the committees of the Manager when required.

(ii) The secretary of the Company shall keep all documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the chief executive officer of the Company or the Manager. The secretary of the Company shall have the general duties, powers and responsibilities of a secretary of a Corporation.

(iii) If the Manager chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of seniority, shall in the Company secretary’s absence, disability or inability to act, perform the duties and exercise the powers of the secretary of the Company, and shall perform such other duties as the chief executive officer of the Company or the Manager may from time to time prescribe.

-4-

(10) Treasurer. The treasurer of the Company shall receive, keep, and disburse all moneys belonging to or coming to the Company. The treasurer of the Company shall prepare, or cause to be prepared, detailed reports and records of all expenses, losses, gains, assets, and liabilities of the Company as directed by the chief financial officer of the Company and shall perform such other duties in connection with the administration of the financial affairs of the Company as may from time to time be prescribed by the chief financial officer or the chief executive officer of the Company or by the Manager.

ARTICLE III

CONVERSION; UNITS, CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES

3.1 Conversion. Effective as of the time of the Conversion, (i) the Certificate of Incorporation of the Corporation, dated as of January 27,1994 and the By-Laws of the Corporation are replaced and superseded in their entirety by this Agreement in respect of all periods beginning on or after the Conversion, (ii) the sole stockholder of the Corporation, DynCorp International LLC, is hereby automatically admitted as the sole member of the Company owning all of the Membership Interests (as defined below) in the Company, (iii) the Member is continuing the business of the Corporation without dissolution in the form of a Delaware limited liability company governed by this Agreement, and (iv) in accordance with Section 18-214(g) of the Act, the Company shall constitute a continuation of the existence of the Corporation in the form of a Delaware limited liability company and, for all purposes of the laws of the State of Delaware, shall be deemed to be the same entity as the Corporation.

3.2 Units. The Membership Interest owned by the Member shall be measured by the number of units (the “Units”) held by the Member. There shall be an aggregate of 100 Units allocated to the Member. The Company may in its discretion issue certificates to the Member representing the Units held by the Member.

3.3 Capital Contributions. The Member shall have deemed to have contributed to the Company an amount equal to the fair market value of the assets of the Corporation less the fair market value of the liabilities of the Corporation. The Member shall not make any other initial contribution to the capital of the Company. The Member may make additional contributions to the capital of the Company from time to time in its discretion.

3.4 Allocations Generally. The Company’s profit and loss shall be allocated to the Member.

3.5 Distributions. Except as provided in Article V, distribution shall be made to the Member at the times and in the aggregate amounts determined by the Manager.

3.6 Capital Accounts. A capital account (a “Capital Account”) shall be maintained for the Member in accordance with the capital accounting rules of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. The Member shall have an initial Capital Account balance equal to the Member’s initial capital contribution to the Company.

-5-

ARTICLE IV

ADMINISTRATIVE PROVISIONS

4.1 Accounting Method. The accounting for purposes of the Company shall be in accordance with accounting principles determined by the Manager.

4.2 No Salaries to Member or Manager. No salary shall be paid to the Member or Manager for services to the Company.

4.3 Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation §301.7701-3 and shall not make an election to be classified as a corporation.

ARTICLE V

DISSOLUTION AND TERMINATION

5.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

(1) to the satisfaction (whether by payment or the making of reasonable provision for payment) of debts of the Company other than to the Member;

(2) to payment of amounts owed to the Member for amounts borrowed from and not repaid to the Member; and

(3) to the Member.

5.2 Gains or Losses in Winding-Up. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Member in the manner set forth in Section 3.4. Any property distributed in kind in the liquidation of the Company shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Member in the manner set forth in Section 3.4.

5.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Article V, and the certificate of formation of the Company in effect as of the date thereof shall have been canceled in the manner required by the Act.

-6-

ARTICLE VI

ADMISSION OF A MEMBER

6.1 Admission of a Member. The Member has been admitted as a member of the Company pursuant to this Agreement. No person may be admitted as a Member of the Company unless the Member consents.

ARTICLE VII

GOVERNING LAW

7.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person (as defined below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

8.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement; provided, however, that any indemnity under this Section 8.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

-7-

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.3.

8.5 Covered Person. For purposes of this Article VIII, “Covered Person” shall mean the Manager, a Member, any affiliate of the Manager or a Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee or agent of the Company or its affiliates.

ARTICLE IX

MISCELLANEOUS

9.1 Notices. All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be mailed by regular mail, postage prepaid, to the Member at the address listed on the signature page, or at such other address as he or she may specify to the Company in a written notice pursuant to this Section 9.1.

9.2 Entire Agreement. This document constitutes the entire Agreement and understanding by the Member with respect to the Company and supercedes all prior agreements and undertakings, if any, with respect hereto.

9.3 Amendment. This Agreement may be amended only upon the written document signed by the Member.

9.4 Captions. The titles and captions contained herein are for convenience only and shall not be deemed part of this Agreement.

9.5 Numbers and Gender. Where the context so indicates, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, and person shall include corporation, firm or any other entity. Without limiting the forgoing, if at any time there shall be only one Manager acting hereunder, references to the Managers shall be deemed to be references to the sole Manager then acting.

9.6 Definition. “Membership Interest” means, with respect to the Member, (i) the Member’s entire interest in the Company, and the property, assets, business and capital thereof, and (ii) the share of the profits, losses and distributions of the Company allocable to the Member under the provisions of the Agreement.

9.7 Other. Each limited liability company interest in the Company shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the States of Delaware

-8-

and New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

*            *             *

-9-

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement of DynCorp Aerospace Operations LLC as of the date first written above.

DYNCORP INTERNATIONAL LLC
By:	/s/ Hayward D. Fisk
Name:	Hayward D. Fisk
Title:	Manager, Executive Vice President and Secretary

Address:

2100 E. Grand Avenue

El Segundo, CA 90245

Attn.: Haward D. Fisk

-10-

EX-3.15

Exhibit 3.15

CERTIFICATE OF FORMATION

OF

DYNCORP INTERNATIONAL OF NIGERIA LLC

FIRST: The name of the limited liability company is DynCorp International of Nigeria LLC.

SECOND: The address of its initial registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The address of its principal office is 8445 Freeport Parkway, Suite 400, Irving, TX 75063.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 22nd day of April, 2005

DYNCORP INTERNATIONAL OF NIGERIA LLC
By:	/s/ H. Montgomery Hougen
Name:	H. Montgomery Hougen
Title:	Authorized Person

EX-3.16

Exhibit 3.16

LIMITED LIABILITY COMPANY AGREEMENT

OF

DYNCORP INTERNATIONAL OF NIGERIA LLC

This Limited Liability Company Agreement (this “Agreement”) of DYNCORP INTERNATIONAL OF NIGERIA LLC (the “Company”), made as of this 22nd day of April 2005, is entered into by DYNCORP INTERNATIONAL LLC (the “Member”).

The Member hereby forms a limited liability company organized pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

ARTICLE I

FORMATION AND TERM

1.1 Name. The name of the limited liability company formed hereby is DYNCORP INTERNATIONAL OF NIGERIA LLC (the “Company”).

1.2 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

1.3 Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. At any time, the Manager (as defined below) may designate another registered office.

1.4 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. At any time, the Manager may designate another registered agent.

1.5 Term. The term of the Company will commence on the date that the Certificate of Formation is filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) and shall continue until the Company is dissolved in accordance with the provisions of this Agreement and the Act.

1.6 Qualification in Other Jurisdictions. The Manager shall cause the Company to be qualified, formed or registered if necessary under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Manager or any officer of the Company, as authorized person, within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE II

POWERS AND MANAGER

2.1 The Company. The Company and the Manager, on behalf of the Company, shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein.

2.2 The Manager. In accordance with Section 18-402 of the Act, the business and affairs of the Company shall be vested in a manager, which shall be the Member (when acting in such capacity, the “Manager”). The Manager shall have the complete right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise to act for and on behalf of the Company.

2.3 Certificates. The Manager and each officer of the Company is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file all certificates required or permitted by the Act to be filed in the office of the Secretary of State. H. Montgomery Hougen, Esq., is hereby designated as an “authorized person” within the meaning of the Act to execute, deliver and file the Certificate of Formation of the Company with the Secretary of State.

2.4 Officers.

(1) Designation and Appointment. The Manager may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Manager), including employees, agents and other persons who may be designated as “Officers” of the Company, with titles including but not limited to “chairman,” “chief executive officer,” “president,” vice president,” “treasurer,” “secretary,” and “chief financial officer,” as and to the extent authorized by the Manager. Any number of offices may be held by the same person. In the Manager’s discretion, the Manager may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or members of the Company. Any Officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them. The Manager may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager.

(2) Resignation and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Manager. The acceptance by the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed as such, either with or without cause, at any time by the Manager. Designation of any person as an Officer by the Manager pursuant to the provisions of Section 2.4(1) shall not in and of itself vest in such Person any contractual or employment rights with respect to the Company.

-2-

(3) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall (i) owe to the Company and the Member duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware, (ii) keep the Manager reasonably apprised of material developments in the business of the Company, and (iii) present to the Manager, at least annually, a review of the Company’s performance, an operating budget for the Company, and a capital budget for the Company.

(4) Chairman. Subject to the powers of the Manager, the Chairman of the Company shall have the powers, perform such tasks and have such responsibilities as are possessed, performed and held by persons employed in the same capacity in companies similar to the Company, and have such additional powers and perform such other duties as may be prescribed by the Manager.

(5) Chief Executive Officer. Subject to the powers of the Manager, the chief executive officer of the Company shall be in general and active charge of the entire business and affairs of the Company, and shall be its chief policy making Officer, and have such additional powers and perform such other duties as may be prescribed by the Chairman of the Company or the Manager.

(6) President. The president of the Company shall, subject to the powers of the Manager and the chief executive officer of the Company, have general and active management of the business of the Company, and shall see that all orders and resolutions of the Manager are effectuated. The president of the Company shall have such other powers and perform such other duties as may be prescribed by the chief executive officer of the Company or by the Manager.

(7) Chief Financial Officer. The chief financial officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the Company’s assets, liabilities, receipts, disbursements, gains, losses, capital and the Units. The chief financial officer of the Company shall have custody of the funds and securities of the Company, keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer of the Company shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or the Manager.

(8) Vice President(s). The vice president(s) of the Company shall perform such duties and have such other powers as the chief executive officer of the Company or the Manager may from time to time prescribe. A vice president may be designated as an Executive Vice President, a Senior Vice President, an Assistant Vice President, or a vice president with a functional title.

-3-

(9) Secretary.

(i) The secretary of the Company shall attend all meetings of the Manager and the Member, record all the proceedings of the meetings and perform similar duties for the committees of the Manager when required.

(ii) The secretary of the Company shall keep all documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the chief executive officer of the Company or the Manager. The secretary of the Company shall have the general duties, powers and responsibilities of a secretary of a Corporation.

(iii) If the Manager chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of seniority, shall in the Company secretary’s absence, disability or inability to act, perform the duties and exercise the powers of the secretary of the Company, and shall perform such other duties as the chief executive officer of the Company or the Manager may from time to time prescribe.

(10) Treasurer. The treasurer of the Company shall receive, keep, and disburse all moneys belonging to or coming to the Company. The treasurer of the Company shall prepare, or cause to be prepared, detailed reports and records of all expenses, losses, gains, assets, and liabilities of the Company as directed by the chief financial officer of the Company and shall perform such other duties in connection with the administration of the financial affairs of the Company as may from time to time be prescribed by the chief financial officer or the chief executive officer of the Company or by the Manager.

ARTICLE III

UNITS, CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES

3.1 Units. The Membership Interest owned by the Member shall be measured by the number of units (the “Units”) held by the Member. There shall be an aggregate of 100 Units allocated to the Member. The Company may, in its discretion, issue certificates to the Member representing the Units held by the Member.

3.2 Capital Contributions. The Member may, in its discretion, make contributions to the capital of the Company from time to time.

3.3 Allocations Generally. The Company’s profit and loss shall be allocated to the Member.

3.4 Distributions. Except as provided in Article V, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Manager.

3.5 Capital Accounts. A capital account (a “Capital Account”) shall be maintained for the Member in accordance with the capital accounting rules of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. The Member shall have an initial Capital Account balance equal to the Member’s initial capital contribution to the Company.

-4-

ARTICLE IV

ADMINISTRATIVE PROVISIONS

4.1 Accounting Method. The accounting for purposes of the Company shall be in accordance with accounting principles determined by the Manager.

4.2 No Salaries to Member or Manager. No salary shall be paid to the Member or Manager for services to the Company.

4.3 Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation §301.7701-3 and shall not make an election to be classified as a corporation.

ARTICLE V

DISSOLUTION AND TERMINATION

5.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.3, during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

(1) to the satisfaction (whether by payment or the making of reasonable provision for payment) of debts of the Company other than to the Member;

(2) to payment of amounts owed to the Member for amounts borrowed from and not repaid to the Member; and

(3) to the Member.

5.2 Gains or Losses in Winding-Up. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Member in the manner set forth in Section 3.3. Any property distributed in kind in the liquidation of the Company shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Member in the manner set forth in Section 3.3.

5.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Article V, and the certificate of formation of the Company in effect as of the date thereof shall have been canceled in the manner required by the Act.

-5-

ARTICLE VI

ADMISSION OF A MEMBER

6.1 Admission of a Member. The Member has been admitted as a member of the Company pursuant to this Agreement. No person may be admitted as a Member of the Company unless the Member consents.

ARTICLE VII

GOVERNING LAW

7.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person (as defined below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

8.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement; provided, however, that any indemnity under this Section 8.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

-6-

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.3.

8.5 Covered Person. For purposes of this Article VIII, “Covered Person” shall mean the Manager, a Member, any affiliate of the Manager or a Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee or agent of the Company or its affiliates.

ARTICLE IX

MISCELLANEOUS

9.1 Notices. All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be mailed by regular mail, postage prepaid, to the Member at the address listed on the signature page, or at such other address as he or she may specify to the Company in a written notice pursuant to this Section 9.1.

9.2 Entire Agreement. This document constitutes the entire Agreement and understanding by the Member with respect to the Company and supercedes all prior agreements and undertakings, if any, with respect hereto.

9.3 Amendment. This Agreement may be amended only upon the written document signed by the Member.

9.4 Captions. The titles and captions contained herein are for convenience only and shall not be deemed part of this Agreement.

9.5 Numbers and Gender. Where the context so indicates, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, and person shall include corporation, firm or any other entity. Without limiting the forgoing, if at any time there shall be only one Manager acting hereunder, references to the Managers shall be deemed to be references to the sole Manager then acting.

9.6 Definition. “Membership Interest” means, with respect to the Member, (i) the Member’s entire interest in the Company, and the property, assets, business and capital thereof, and (ii) the share of the profits, losses and distributions of the Company allocable to the Member under the provisions of the Agreement.

9.7 Other. Each limited liability company interest in the Company shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the States of Delaware

-7-

and New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement of DynCorp International of Nigeria LLC as of the date first written above.

DYNCORP INTERNATIONAL LLC
By:	/s/ Stephen J. Cannon
Name:	Stephen J. Cannon
Title:	President & CEO
	Address:
	c/o DynCorp International LLC
	8445 Freeport Parkway, Suite 400
	Irving, TX 75063

-8-

EX-3.17

Exhibit 3.17

ARTICLES OF ORGANIZATION OF

DYNCORP INTERNATIONAL SERVICES LLC

These Articles of Organization of DynCorp International Services LLC (the “LLC”), dated as of February 4^th, 2005, are being duly executed and filed, to form a limited liability company pursuant to Chapter 12 of Title 13.1 of the Code of Virginia by the undersigned who states as follows:

1.	The name of the limited liability company is:
	DYNCORP INTERNATIONAL SERVICES LLC
2.	A.	The name of the limited liability company’s initial registered agent is CT Corporation System.
	B.	The registered agent is a foreign stock corporation authorized to transact business in Virginia.
3.	The LLC’s initial registered office address, including the street and number, which is identical to the business office of the initial registered agent, is 4701 Cox Road, Suite 301, Glen Allen, VA 23060-6802, County of Henrico.
4.	The LLC’s principal office address is 3110 Fairview Park Drive, Falls Church, VA22042.
5.	Organizer:

/s/ Hayward D. Fisk	2/04/05
Hayward D. Fisk	Date

EX-3.18

Exhibit 3.18

LIMITED LIABILITY COMPANY AGREEMENT

OF

DYNCORP INTERNATIONAL SERVICES LLC

This Limited Liability Company Agreement (this “Agreement”) of DYNCORP INTERNATIONAL SERVICES LLC, made as of this [l1] day of February, 2005, is entered into by DYNCORP INTERNATIONAL LLC (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Virginia Limited Liability Company Act (Va. Code Ann. Chapter 12, Title 13.1 (§ 13.1-1000 et seq.)), as amended from time to time (the “Act”), and hereby agrees as follows:

RECITALS

WHEREAS, DynCorp International Services, Inc. (the “Corporation”) was formed as a Virginia corporation on March 21, 1979;

WHEREAS, by unanimous written consent, the board of directors of the Corporation adopted a resolution adopting and approving the conversion of the Corporation to a Virginia limited liability company, the plan of entity conversion and the adoption of this Agreement, and recommending the adoption of such conversion and this Agreement to the sole stockholder of the Corporation, pursuant to Section 13.1-722.11 of the Virginia Stock Corporation Act (“VSCA”);

WHEREAS, by written consent, the sole stockholder of the Corporation adopted and approved the conversion of the Corporation to a limited liability company, the plan of entity conversion and the adoption of this Agreement, pursuant to Section 13.1-722.11 of the VSCA;

WHEREAS, on the date hereof, the Corporation was converted to a limited liability company pursuant to Section 13.1-722.12 of the VSCA by causing the filing with the Commonwealth of Virginia State Corporation Commission (the “State Corporation Commission”) of the Articles of Entity Conversion of Dyn Marine Services of Virginia, Inc. (the “Articles of Entity Conversion”);

WHEREAS, pursuant to this Agreement and the Articles of Entity Conversion, the sole stockholder of the Corporation, the Member, is admitted as a member of the Company owning all of the limited liability company interests in the Company; and

WHEREAS, the Member desires to continue the Company as a limited liability company without dissolution under the Act.

ARTICLE I

FORMATION AND TERM

1.1 Name. The name of the limited liability company formed hereby is DynCorp International Services LLC (the “Company”).

1.2 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

1.3 Registered Office. The address of the registered office of the Company in the Commonwealth of Virginia is CT Corporation System, 4701 Cox Road, Suite 301, Glen Allen, VA 23060. At any time, the Manager (as defined below) may designate another registered office.

1.4 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the Commonwealth of Virginia is CT Corporation System, 4701 Cox Road, Suite 301, Glen Allen, VA 23060. At any time, the Manager may designate another registered agent.

1.5 Term. The term of the Company will commence on the date that the original Articles of Organization are filed in the office of the State Corporation Commission and shall continue until the Company is dissolved in accordance with the provisions of this Agreement and the Act.

1.6 Qualification in Other Jurisdictions. The Manager shall cause the Company to be qualified, formed or registered if necessary under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Manager or any officer of the Company, as authorized person, within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE II

POWERS AND MANAGER

2.1 The Company. The Company and the Manager, on behalf of the Company, shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein.

2.2 The Manager. In accordance with Section 13.1-1022 of the Act, the business and affairs of the Company shall be vested in a manager, which shall be the Member (when acting in such capacity, the “Manager”). The Manager shall have the complete right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise to act for and on behalf of the Company.

-2-

2.3 Officers.

(1) Designation and Appointment. The Manager may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Manager), including employees, agents and other persons who may be designated as “Officers” of the Company, with titles including but not limited to “chairman,” “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” and “chief financial officer,” as and to the extent authorized by the Manager. Any number of offices may be held by the same person. In the Manager’s discretion, the Manager may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the Commonwealth of Virginia or members of the Company. Any Officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them. The Manager may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager.

(2) Resignation and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Manager. The acceptance by the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed as such, either with or without cause, at any time by the Manager. Designation of any person as an Officer by the Manager pursuant to the provisions of Section 2.3(1) shall not in and of itself vest in such Person any contractual or employment rights with respect to the Company.

(3) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall (i) owe to the Company and the Member duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the Commonwealth of Virginia, (ii) keep the Manager reasonably apprised of material developments in the business of the Company, and (iii) present to the Manager, at least annually, a review of the Company’s performance, an operating budget for the Company, and a capital budget for the Company.

(4) Chairman. Subject to the powers of the Manager, the Chairman of the Company shall have the powers, perform such tasks and have such responsibilities as are possessed, performed and held by persons employed in the same capacity in companies similar to the Company, and have such additional powers and perform such other duties as may be prescribed by the Manager.

(5) Chief Executive Officer. Subject to the powers of the Manager, the chief executive officer of the Company shall be in general and active charge of the entire business and affairs of the Company, and shall be its chief policy making Officer, and have such additional powers and perform such other duties as may be prescribed by the Chairman of the Company or the Manager.

-3-

(6) President. The president of the Company shall, subject to the powers of the Manager and the chief executive officer of the Company, have general and active management of the business of the Company, and shall see that all orders and resolutions of the Manager are effectuated. The president of the Company shall have such other powers and perform such other duties as may be prescribed by the chief executive officer of the Company or by the Manager.

(7) Chief Financial Officer. The chief financial officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the Company’s assets, liabilities, receipts, disbursements, gains, losses, capital and the Units. The chief financial officer of the Company shall have custody of the funds and securities of the Company, keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer of the Company shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or the Manager.

(8) Vice President(s). The vice president(s) of the Company shall perform such duties and have such other powers as the chief executive officer of the Company or the Manager may from time to time prescribe. A vice president may be designated as an Executive Vice President, a Senior Vice President, an Assistant Vice President, or a vice president with a functional title.

(9) Secretary.

(i) The secretary of the Company shall attend all meetings of the Manager and the Member, record all the proceedings of the meetings and perform similar duties for the committees of the Manager when required.

(ii) The secretary of the Company shall keep all documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the chief executive officer of the Company or the Manager. The secretary of the Company shall have the general duties, powers and responsibilities of a secretary of a Corporation.

(iii) If the Manager chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of seniority, shall in the Company secretary’s absence, disability or inability to act, perform the duties and exercise the powers of the secretary of the Company, and shall perform such other duties as the chief executive officer of the Company or the Manager may from time to time prescribe.

(10) Treasurer. The treasurer of the Company shall receive, keep, and disburse all moneys belonging to or coming to the Company. The treasurer of the Company

-4-

shall prepare, or cause to be prepared, detailed reports and records of all expenses, losses, gains, assets, and liabilities of the Company as directed by the chief financial officer of the Company and shall perform such other duties in connection with the administration of the financial affairs of the Company as may from time to time be prescribed by the chief financial officer or the chief executive officer of the Company or by the Manager.

ARTICLE III

CONVERSION; UNITS, CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES

3.1 Conversion. Effective as of the time of the Conversion, (i) the Certificate of Incorporation of the Corporation, dated as of March 21,1979 and the By-Laws of the Corporation are replaced and superseded in their entirety by this Agreement in respect of all periods beginning on or after the Conversion, (ii) the sole stockholder of the Corporation, DynCorp International LLC, is hereby automatically admitted as the sole member of the Company owning all of the Membership Interests (as defined below) in the Company, (iii) the Member is continuing the business of the Corporation without dissolution in the form of a Virginia limited liability company governed by this Agreement, and (iv) in accordance with Section 13.1-722.13 of the Virginia Stock Corporation Act, the Company shall constitute a continuation of the existence of the Corporation in the form of a Virginia limited liability company and, for all purposes of the laws of the Commonwealth of Virginia, shall be deemed to be the same entity as the Corporation.

3.2 Units. The Membership Interest owned by the Member shall be measured by the number of units (the “Units”) held by the Member. There shall be an aggregate of 100 Units allocated to the Member. The Company may in its discretion issue certificates to the Member representing the Units held by the Member.

3.3 Capital Contributions. The Member shall have deemed to have contributed to the Company an amount equal to the fair market value of the assets of the Corporation less the fair market value of the liabilities of the Corporation. The Member shall not make any other initial contribution to the capital of the Company. The Member may make additional contributions to the capital of the Company from time to time in its discretion.

3.4 Allocations Generally. The Company’s profit and loss shall be allocated to the Member.

3.5 Distributions. Except as provided in Article V, distribution shall be made to the Member at the times and in the aggregate amounts determined by the Manager.

3.6 Capital Accounts. A capital account (a “Capital Account”) shall be maintained for the Member in accordance with the capital accounting rules of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. The Member shall have an initial Capital Account balance equal to the Member’s initial capital contribution to the Company.

-5-

ARTICLE IV

ADMINISTRATIVE PROVISIONS

4.1 Accounting Method. The accounting for purposes of the Company shall be in accordance with accounting principles determined by the Manager.

4.2 No Salaries to Member or Manager. No salary shall be paid to the Member or Manager for services to the Company.

4.3 Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation §301.7701-3 and shall not make an election to be classified as a corporation.

ARTICLE V

DISSOLUTION AND TERMINATION

5.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 13.1-1047 of the Act or (iii) automatic cancellation of its Certificate of Organization under Section 13.1-1064. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

(1) to the satisfaction (whether by payment or the making of reasonable provision for payment) of debts of the Company other than to the Member;

(2) to payment of amounts owed to the Member for amounts borrowed from and not repaid to the Member; and

(3) to the Member.

5.2 Gains or Losses in Winding-Up. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Member in the manner set forth in Section 3.4. Any property distributed in kind in the liquidation of the Company shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Member in the manner set forth in Section 3.4.

5.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Article V, and the certificate of cancellation of the Company is filed as required by the Act.

-6-

ARTICLE VI

ADMISSION OF A MEMBER

6.1 Admission of a Member. The Member has been admitted as a member of the Company pursuant to this Agreement. No person may be admitted as a Member of the Company unless the Member consents.

ARTICLE VII

GOVERNING LAW

7.1 Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person (as defined below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

8.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement; provided, however, that any indemnity under this Section 8.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

-7-

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.3.

8.5 Covered Person. For purposes of this Article VIII, “Covered Person” shall mean the Manager, a Member, any affiliate of the Manager or a Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee or agent of the Company or its affiliates.

ARTICLE IX

MISCELLANEOUS

9.1 Notices. All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be mailed by regular mail, postage prepaid, to the Member at the address listed on the signature page, or at such other address as he or she may specify to the Company in a written notice pursuant to this Section 9.1.

9.2 Entire Agreement. This document constitutes the entire Agreement and understanding by the Member with respect to the Company and supercedes all prior agreements and undertakings, if any, with respect hereto.

9.3 Amendment. This Agreement may be amended only upon the written document signed by the Member.

9.4 Captions. The titles and captions contained herein are for convenience only and shall not be deemed part of this Agreement.

9.5 Numbers and Gender. Where the context so indicates, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, and person shall include corporation, firm or any other entity. Without limiting the forgoing, if at any time there shall be only one Manager acting hereunder, references to the Managers shall be deemed to be references to the sole Manager then acting.

9.6 Definition. “Membership Interest” means, with respect to the Member, (i) the Member’s entire interest in the Company, and the property, assets, business and capital thereof, and (ii) the share of the profits, losses and distributions of the Company allocable to the Member under the provisions of the Agreement.

9.7 Other. Each limited liability company interest in the Company shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the [State of New York and the Commonwealth of Virginia] and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

-8-

*            *            *

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement of DynCorp International Services LLC as of the date first written above.

DYNCORP INTERNATIONAL LLC
By:	/s/ Hayward D. Fisk
Name:	Hayward D. Fisk
Title:	Manager, Executive Vice President and Secretary

Address:

2100 E. Grand Avenue

El Segundo, CA 90245

Attn.: Hayward D. Fisk

-9-

EX-3.19

Exhibit 3.19

[LOGO]	State of California Kevin Shelley Secretary of State LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION - CONVERSION	File # 200504210018 FILED In the office of the Secretary of State of the State of California FEB 04 2005 /s/ KEVIN SHELLEY KEVIN SHELLEY, Secretary of State
IMPORTANT – Read all instructions before completing this form.		This Space For Filling Use Only

CONVERTED ENTITY INFORMATION
1.	NAME OF LIMITED LIABILITY COMPANY (End the name with the words “Limited Liability Company,” “Ltd, Liability Company,” “Ltd, Liability Co.,” or the abbreviation “LLC” or “LLC.”) Dyn Marine Services LLC
2.	THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY KILLEA LIMITED LIABILITY COMPANY ACT.
3.	THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (Check only one)
	x  ONE MANAGER	¨  MORE THAN ONE MANAGER	¨  ALL LIMITED LIABILITY COMPANY MEMBER(S)
4.	MAILING ADDRESS OF THE CHIEF EXECUTIVE OFFICE c/o 660 Madison Avenue, 14th floor	CITY AND STATE New York, New York	ZIP CODE                         10021
5.	NAME OF AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both items 5 and 6 must be completed. If the agent is a corporation, the agent must have on the with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and item 5 must be completed (leave item 6 blank)) CT Corporation System
6.	IF AN INDIVIDUAL, ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CA                             CITY N/A		STATE            ZIP CODE                 CA
CONVERTING ENTITY INFORMATION
7.	NAME OF CONVERTING ENTITY Dyn Marine Services, Inc.
8.	FORM OF ENTITY Corporation	9.    JURISDICTION California	10.    CA SECRETARY OF STATE FILE NUMBER, IF ANY C1261974
11.	THE PRINCIPAL TERMS OF THE PLAN OF CONVERSION WERE APPROVED BY A VOTE OF THE NUMBER OF INTERESTS OR SHARES OF EACH CLASS THAT EQUALED OR EXCEEDED THE VOTE REQUIRED. IF A VOTE WAS REQUIRED, PROVIDE THE FOLLOWING FOR EACH CLASS:
	STATE THE CLASS AND NUMBER OF OUTSTANDING INTERESTS ENTITLED TO VOTE		AND         THE PERCENTAGE VOTE REQUIRED OF EACH CLASS
	100 Shares of Common Stock		51%
ADDITIONAL INFORMATION
12.	ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE.
13.	I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN KNOWLEDGE I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.
	/s/ Hayward D. Fisk	2-4-05	Hayward D. Fisk, Vice President and Secretary
	SIGNATURE OF AUTHORIZED PERSON	DATE	TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON
	/s/ Leon J. Level	2-4-05	Leon J. Level, Vice President and Treasurer
	SIGNATURE OF AUTHORIZED PERSON	DATE	TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON
LLC-1A (REV 12/2001)			APPROVED BY SECRETARY OF STATE [SEAL]

EX-3.20

Exhibit 3.20

LIMITED LIABILITY COMPANY AGREEMENT

OF

DYN MARINE SERVICES LLC

This Limited Liability Company Agreement (this “Agreement”) of DYN MARINE SERVICES LLC, made as of this [11] day of February, 2005, is entered into by DYNCORP INTERNATIONAL LLC (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Beverly-Killea Limited Liability Company Act, codified in the California Corporations Code, Section 17000, et seq., as amended from time to time (the “Act”), and hereby agrees as follows:

RECITALS

WHEREAS, Dyn Marine Services, Inc. (the “Corporation”) was formed as a California corporation on November 20, 1984;

WHEREAS, the board of directors of the Corporation has approved a plan of conversion providing for the conversion of the Corporation to a California limited liability company (“Plan of Conversion”) pursuant to Section 1152 of the Corporations Code of the State of California (the “Corporations Code”);

WHEREAS, the sole stockholder of the Corporation has approved the Plan of Conversion providing for the conversion of the Corporation to a California limited liability company pursuant to Section 1152 of the Corporations Code;

WHEREAS, on the date hereof, the Corporation was converted to a California limited liability company pursuant to Section 17540.8 of the Act and Section 1155 of the Corporations Code by causing the filing with the Secretary of State of the State of California (the “Secretary of State”) of the Statement of Conversion to Limited Liability Company (the “Statement of Conversion”) and Articles of Organization of the Company (the “Articles of Organization”) (together, the “Conversion”);

WHEREAS, pursuant to this Agreement and the Conversion, the sole stockholder of the Corporation, the Member, is admitted as a member of the Company owning all of the limited liability company interests in the Company; and

WHEREAS, the Member desires to continue the Company as a limited liability company without dissolution under the Act.

ARTICLE I

FORMATION AND TERM

1.1 Name. The name of the limited liability company formed hereby is Dyn Marine Services LLC (the “Company”).

1.2 Purpose. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

1.3 Registered Office. The address of the registered office of the Company in the State of California is c/o CT Corporation, 818 West 7th Street, 2nd Floor Los Angeles, CA 90017. At any time, the Manager (as defined below) may designate another registered office.

1.4 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of California is CT Corporation, 818 West 7th Street, 2nd Floor Los Angeles, CA 90017. At any time, the Manager may designate another registered agent.

1.5 Term. The term of the Company will commence on the date that the original Articles of Organization are filed in the office of the Secretary of State and shall continue until the Company is dissolved in accordance with the provisions of this Agreement and the Act.

1.6 Qualification in Other Jurisdictions. The Manager shall cause the Company to be qualified, formed or registered if necessary under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Manager or any officer of the Company, as authorized person, within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE II

POWERS AND MANAGER

2.1 The Company. The Company and the Manager, on behalf of the Company, shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein.

2.2 The Manager. In accordance with Section 17151 of the Act, the business and affairs of the Company shall be vested in a manager, which shall be the Member (when acting in such capacity, the “Manager”). The Manager shall have the complete right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise to act for and on behalf of the Company.

-2-

2.3 Certificates, Statements and Related Documents. The Manager and each officer of the Company is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file all certificates required or permitted by the Act to be filed in the office of the Secretary of State. Each of Hayward D. Fisk and Leon J. Level is hereby designated as an “authorized person” within the meaning of the Act to execute, deliver and file the Statement of Conversion and Articles of Organization with the Secretary of State.

2.4 Officers.

(1) Designation and Appointment. The Manager may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Manager), including employees, agents and other persons who may be designated as “Officers” of the Company, with titles including but not limited to “chairman,” “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” and “chief financial officer,” as and to the extent authorized by the Manager. Any number of offices may be held by the same person. In the Manager’s discretion, the Manager may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of California or members of the Company. Any Officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them. The Manager may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager.

(2) Resignation and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Manager. The acceptance by the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed as such, either with or without cause, at any time by the Manager. Designation of any person as an Officer by the Manager pursuant to the provisions of Section 2.4(1) shall not in and of itself vest in such Person any contractual or employment rights with respect to the Company.

(3) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall (i) owe to the Company and the Member duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of California, (ii) keep the Manager reasonably apprised of material developments in the business of the Company, and (iii) present to the Manager, at least annually, a review of the Company’s performance, an operating budget for the Company, and a capital budget for the Company.

(4) Chairman. Subject to the powers of the Manager, the Chairman of the Company shall have the powers, perform such tasks and have such responsibilities as are possessed, performed and held by persons employed in the same capacity in companies similar to the Company, and have such additional powers and perform such other duties as may be prescribed by the Manager.

-3-

(5) Chief Executive Officer. Subject to the powers of the Manager, the chief executive officer of the Company shall be in general and active charge of the entire business and affairs of the Company, and shall be its chief policy making Officer, and have such additional powers and perform such other duties as may be prescribed by the Chairman of the Company or the Manager.

(6) President. The president of the Company shall, subject to the powers of the Manager and the chief executive officer of the Company, have general and active management of the business of the Company, and shall see that all orders and resolutions of the Manager are effectuated. The president of the Company shall have such other powers and perform such other duties as may be prescribed by the chief executive officer of the Company or by the Manager.

(7) Chief Financial Officer. The chief financial officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the Company’s assets, liabilities, receipts, disbursements, gains, losses, capital and the Units. The chief financial officer of the Company shall have custody of the funds and securities of the Company, keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer of the Company shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or the Manager.

(8) Vice President(s). The vice president(s) of the Company shall perform such duties and have such other powers as the chief executive officer of the Company or the Manager may from time to time prescribe. A vice president may be designated as an Executive Vice President, a Senior Vice President, an Assistant Vice President, or a vice president with a functional title.

(9) Secretary.

(i) The secretary of the Company shall attend all meetings of the Manager and the Member, record all the proceedings of the meetings and perform similar duties for the committees of the Manager when required.

(ii) The secretary of the Company shall keep all documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the chief executive officer of the Company or the Manager. The secretary of the Company shall have the general duties, powers and responsibilities of a secretary of a Corporation.

(iii) If the Manager chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of seniority, shall in the Company secretary’s absence, disability or inability to act, perform the duties and exercise the powers of the secretary of the Company, and shall perform such other duties as the chief executive officer of the Company or the Manager may from time to time prescribe.

-4-

(10) Treasurer. The treasurer of the Company shall receive, keep, and disburse all moneys belonging to or coming to the Company. The treasurer of the Company shall prepare, or cause to be prepared, detailed reports and records of all expenses, losses, gains, assets, and liabilities of the Company as directed by the chief financial officer of the Company and shall perform such other duties in connection with the administration of the financial affairs of the Company as may from time to time be prescribed by the chief financial officer or the chief executive officer of the Company or by the Manager.

ARTICLE III

CONVERSION; UNITS, CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES

3.1 Conversion. Effective as of the time of the Conversion, (i) the Articles of Incorporation of the Corporation, dated as of                          ,              and the By-Laws of the Corporation are replaced and superseded in their entirety by this Agreement in respect of all periods beginning on or after the Conversion, (ii) the sole stockholder of the Corporation, DynCorp International LLC, is hereby automatically admitted as the sole member of the Company owning all of the Membership Interests (as defined below) in the Company, (iii) the Member is continuing the business of the Corporation without dissolution in the form of a California limited liability company governed by this Agreement, and (iv) in accordance with Section 1158 of the Corporations Code, the Company shall constitute a continuation of the existence of the Corporation in the form of a California limited liability company and, for all purposes of the laws of the State of California (other than as set forth in Section 1158 of the Corporations Code), shall be deemed to be the same entity as the Corporation.

3.2 Units. The Membership Interest owned by the Member shall be measured by the number of units (the “Units”) held by the Member. There shall be an aggregate of 100 Units allocated to the Member. The Company may in its discretion issue certificates to the Member representing the Units held by the Member.

3.3 Capital Contributions. The Member shall have deemed to have contributed to the Company an amount equal to the fair market value of the assets of the Corporation less the fair market value of the liabilities of the Corporation. The Member shall not make any other initial contribution to the capital of the Company. The Member may make additional contributions to the capital of the Company from time to time in its discretion.

3.4 Allocations Generally. The Company’s profit and loss shall be allocated to the Member.

3.5 Distributions. Except as provided in Article V, distribution shall be made to the Member at the times and in the aggregate amounts determined by the Manager.

3.6 Capital Accounts. A capital account (a “Capital Account”) shall be maintained for the Member in accordance with the capital accounting rules of Section 704(b) of

-5-

the Code and the Treasury Regulations promulgated thereunder. The Member shall have an initial Capital Account balance equal to the Member’s initial capital contribution to the Company.

ARTICLE IV

ADMINISTRATIVE PROVISIONS

4.1 Accounting Method. The accounting for purposes of the Company shall be in accordance with accounting principles determined by the Manager.

4.2 No Salaries to Member or Manager. No salary shall be paid to the Member or Manager for services to the Company.

4.3 Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation §301.7701-3 and shall not make an election to be classified as a corporation.

ARTICLE V

DISSOLUTION AND TERMINATION

5.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 17351 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

(1) to the satisfaction (whether by payment or the making of reasonable provision for payment) of debts of the Company other than to the Member;

(2) to payment of amounts owed to the Member for amounts borrowed from and not repaid to the Member; and

(3) to the Member.

5.2 Gains or Losses in Winding-Up. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Member in the manner set forth in Section 3.4. Any property distributed in kind in the liquidation of the Company shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Member in the manner set forth in Section 3.4.

5.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the

-6-

Company shall have been distributed to the Member in the manner provided for in this Article V, and the certificate of formation of the Company in effect as of the date thereof shall have been canceled in the manner required by the Act.

ARTICLE VI

ADMISSION OF A MEMBER

6.1 Admission of a Member. The Member has been admitted as a member of the Company pursuant to this Agreement. No person may be admitted as a Member of the Company unless the Member consents.

ARTICLE VII

GOVERNING LAW

7.1 Governing Law. This Agreement shall be governed by the laws of the State of California.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person (as defined below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

8.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement; provided, however, that any indemnity under this Section 8.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

-7-

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.3.

8.5 Covered Person. For purposes of this Article VIII, “Covered Person” shall mean the Manager, a Member, any affiliate of the Manager or a Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee or agent of the Company or its affiliates.

ARTICLE IX

MISCELLANEOUS

9.1 Notices. All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be mailed by regular mail, postage prepaid, to the Member at the address listed on the signature page, or at such other address as he or she may specify to the Company in a written notice pursuant to this Section 9.1.

9.2 Entire Agreement. This document constitutes the entire Agreement and understanding by the Member with respect to the Company and supercedes all prior agreements and undertakings, if any, with respect hereto.

9.3 Amendment. This Agreement may be amended only upon the written document signed by the Member.

9.4 Captions. The titles and captions contained herein are for convenience only and shall not be deemed part of this Agreement.

9.5 Numbers and Gender. Where the context so indicates, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, and person shall include corporation, firm or any other entity. Without limiting the forgoing, if at any time there shall be only one Manager acting hereunder, references to the Managers shall be deemed to be references to the sole Manager then acting.

9.6 Definition. “Membership Interest” means, with respect to the Member, (i) the Member’s entire interest in the Company, and the property, assets, business and capital thereof, and (ii) the share of the profits, losses and distributions of the Company allocable to the Member under the provisions of the Agreement.

9.7 Other. Each limited liability company interest in the Company shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the States of California

-8-

and New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted and approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

-9-

*    *    *

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement of Dyn Marine Services of Virginia LLC as of the date first written above.

DYNCORP INTERNATIONAL LLC
By:	/s/ Hayward D. Fisk
Name:	Hayward D. Fisk
Title:	Manager, Executive Vice President and Secretary
Address:
2100 E. Grand Avenue
El Segundo, CA 90245
Attn.: Hayward D. Fisk

-10-

EX-3.21

Exhibit 3.21

ARTICLES OF ORGANIZATION OF

DYN MARINE SERVICES OF VIRGINIA LLC

These Articles of Organization of Dyn Marine Services of Virginia LLC (the “LLC”), dated as of February 4^th, 2005, are being duly executed and filed, to form a limited liability company pursuant to Chapter 12 of Title 13.1 of the Code of Virginia by the undersigned who states as follows:

1.	The name of the limited liability company is:
DYN MARINE SERVICES OF VIRGINIA LLC
2.	A.	The name of the limited liability company’s initial registered agent is CT Corporation System.
	B.	The registered agent is a foreign stock corporation authorized to transact business in Virginia.
3.	The LLC’s initial registered office address, which is identical to the business office of the initial registered agent, is 4701 Cox Road, Suite 301, Glen Allen, VA 23060-6802, County of Henrico.
4.	The LLC’s principal office address is 3110 Fairview Park Drive, Falls Church, VA 22042.
5.	Organizer:

/s/ Hayward D. Fisk	2/04/05
Hayward D. Fisk	Date

EX-3.22

Exhibit 3.22

LIMITED LIABILITY COMPANY AGREEMENT

OF

DYN MARINE SERVICES OF VIRGINIA LLC

This Limited Liability Company Agreement (this “Agreement”) of DYN MARINE SERVICES OF VIRGINIA LLC, made as of this [11] day of February, 2005, is entered into by DYNCORP INTERNATIONAL LLC (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Virginia Limited Liability Company Act (Va. Code Ann. Chapter 12, Title 13.1 (§ 13.1-1000 et seq.)), as amended from time to time (the “Act”), and hereby agrees as follows:

RECITALS

WHEREAS, Dyn Marine Services of Virginia, Inc. (the “Corporation”) was formed as a Virginia corporation on December 14, 1994;

WHEREAS, by unanimous written consent, the board of directors of the Corporation adopted a resolution adopting and approving the conversion of the Corporation to a Virginia limited liability company, the plan of entity conversion and the adoption of this Agreement, and recommending the adoption of such conversion and this Agreement to the sole stockholder of the Corporation, pursuant to Section 13.1-722.11 of the Virginia Stock Corporation Act (“VSCA”):

WHEREAS, by written consent, the sole stockholder of the Corporation adopted and approved the conversion of the Corporation to a limited liability company, the plan of entity conversion and the adoption of this Agreement, pursuant to Section 13.1-722.11 of the VSCA;

WHEREAS, on the date hereof, the Corporation was converted to a limited liability company pursuant to Section 13.1-722.12 of the VSCA by causing the filing with the Commonwealth of Virginia State Corporation Commission (the “State Corporation Commission”) of the Articles of Entity Conversion of Dyn Marine Services of Virginia, Inc. (the “Articles of Entity Conversion”);

WHEREAS, pursuant to this Agreement and the Articles of Entity Conversion, the sole stockholder of the Corporation, the Member, is admitted as a member of the Company owning all of the limited liability company interests in the Company; and

WHEREAS, the Member desires to continue the Company as a limited liability company without dissolution under the Act.

ARTICLE I

FORMATION AND TERM

1.1 Name. The name of the limited liability company formed hereby is Dyn Marine Services of Virginia LLC (the “Company”).

1.2 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

1.3 Registered Office. The address of the registered office of the Company in the Commonwealth of Virginia is CT Corporation System, 4701 Cox Road, Suite 301, Glen Allen, VA 23060. At any time, the Manager (as defined below) may designate another registered office.

1.4 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the Commonwealth of Virginia is CT Corporation System, 4701 Cox Road, Suite 301, Glen Allen, VA 23060. At any time, the Manager may designate another registered agent.

1.5 Term. The term of the Company will commence on the date that the original Articles of Organization are filed in the office of the State Corporation Commission and shall continue until the Company is dissolved in accordance with the provisions of this Agreement and the Act.

1.6 Qualification in Other Jurisdictions. The Manager shall cause the Company to be qualified, formed or registered if necessary under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Manager or any officer of the Company, as authorized person, within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE II

POWERS AND MANAGER

2.1 The Company. The Company and the Manager, on behalf of the Company, shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein.

2.2 The Manager. In accordance with Section 13.1-1022 of the Act, the business and affairs of the Company shall be vested in a manager, which shall be the Member (when acting in such capacity, the “Manager”). The Manager shall have the complete right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise to act for and on behalf of the Company.

-2-

2.3 Officers.

(1) Designation and Appointment. The Manager may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Manager), including employees, agents and other persons who may be designated as “Officers” of the Company, with titles including but not limited to “chairman,” “chief executive officer,” “president,” vice president,” “treasurer,” “secretary,” and “chief financial officer,” as and to the extent authorized by the Manager. Any number of offices may be held by the same person. In the Manager’s discretion, the Manager may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the Commonwealth of Virginia or members of the Company. Any Officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them. The Manager may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager.

(2) Resignation and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Manager. The acceptance by the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed as such, either with or without cause, at any time by the Manager. Designation of any person as an Officer by the Manager pursuant to the provisions of Section 2.3(1) shall not in and of itself vest in such Person any contractual or employment rights with respect to the Company.

(3) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall (i) owe to the Company and the Member duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the Commonwealth of Virginia, (ii) keep the Manager reasonably apprised of material developments in the business of the Company, and (iii) present to the Manager, at least annually, a review of the Company’s performance, an operating budget for the Company, and a capital budget for the Company.

(4) Chairman. Subject to the powers of the Manager, the Chairman of the Company shall have the powers, perform such tasks and have such responsibilities as are possessed, performed and held by persons employed in the same capacity in companies similar to the Company, and have such additional powers and perform such other duties as may be prescribed by the Manager.

(5) Chief Executive Officer. Subject to the powers of the Manager, the chief executive officer of the Company shall be in general and active charge of the entire business and affairs of the Company, and shall be its chief policy making Officer, and have such additional powers and perform such other duties as may be prescribed by the Chairman of the Company or the Manager.

-3-

(6) President. The president of the Company shall, subject to the powers of the Manager and the chief executive officer of the Company, have general and active management of the business of the Company, and shall see that all orders and resolutions of the Manager are effectuated. The president of the Company shall have such other powers and perform such other duties as may be prescribed by the chief executive officer of the Company or by the Manager.

(7) Chief Financial Officer. The chief financial officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the Company’s assets, liabilities, receipts, disbursements, gains, losses, capital and the Units. The chief financial officer of the Company shall have custody of the funds and securities of the Company, keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer of the Company shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or the Manager.

(8) Vice President(s). The vice president(s) of the Company shall perform such duties and have such other powers as the chief executive officer of the Company or the Manager may from time to time prescribe. A vice president may be designated as an Executive Vice President, a Senior Vice President, an Assistant Vice President, or a vice president with a functional title.

(9) Secretary.

(i) The secretary of the Company shall attend all meetings of the Manager and the Member, record all the proceedings of the meetings and perform similar duties for the committees of the Manager when required.

(ii) The secretary of the Company shall keep all documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the chief executive officer of the Company or the Manager. The secretary of the Company shall have the general duties, powers and responsibilities of a secretary of a Corporation.

(iii) If the Manager chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of seniority, shall in the Company secretary’s absence, disability or inability to act, perform the duties and exercise the powers of the secretary of the Company, and shall perform such other duties as the chief executive officer of the Company or the Manager may from time to time prescribe.

(10) Treasurer. The treasurer of the Company shall receive, keep, and disburse all moneys belonging to or coming to the Company. The treasurer of the Company

-4-

shall prepare, or cause to be prepared, detailed reports and records of all expenses, losses, gains, assets, and liabilities of the Company as directed by the chief financial officer of the Company and shall perform such other duties in connection with the administration of the financial affairs of the Company as may from time to time be prescribed by the chief financial officer or the chief executive officer of the Company or by the Manager.

ARTICLE III

CONVERSION; UNITS, CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES

3.1 Conversion. Effective as of the time of the Conversion, (i) the Certificate of Incorporation of the Corporation, dated as of December 13, 1994 and the By-Laws of the Corporation are replaced and superseded in their entirety by this Agreement in respect of all periods beginning on or after the Conversion, (ii) the sole stockholder of the Corporation, DynCorp International LLC, is hereby automatically admitted as the sole member of the Company owning all of the Membership Interests (as defined below) in the Company, (iii) the Member is continuing the business of the Corporation without dissolution in the form of a Virginia limited liability company governed by this Agreement, and (iv) in accordance with Section 13.1-722.13 of the Virginia Stock Corporation Act, the Company shall constitute a continuation of the existence of the Corporation in the form of a Virginia limited liability company and, for all purposes of the laws of the Commonwealth of Virginia, shall be deemed to be the same entity as the Corporation.

3.2 Units. The Membership Interest owned by the Member shall be measured by the number of units (the “Units”) held by the Member. There shall be an aggregate of 100 Units allocated to the Member. The Company may in its discretion issue certificates to the Member representing the Units held by the Member.

3.3 Capital Contributions. The Member shall have deemed to have contributed to the Company an amount equal to the fair market value of the assets of the Corporation less the fair market value of the liabilities of the Corporation. The Member shall not make any other initial contribution to the capital of the Company. The Member may make additional contributions to the capital of the Company from time to time in its discretion.

3.4 Allocations Generally. The Company’s profit and loss shall be allocated to the Member.

3.5 Distributions. Except as provided in Article V, distribution shall be made to the Member at the times and in the aggregate amounts determined by the Manager.

3.6 Capital Accounts. A capital account (a “Capital Account”) shall be maintained for the Member in accordance with the capital accounting rules of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. The Member shall have an initial Capital Account balance equal to the Member’s initial capital contribution to the Company.

-5-

ARTICLE IV

ADMINISTRATIVE PROVISIONS

4.1 Accounting Method. The accounting for purposes of the Company shall be in accordance with accounting principles determined by the Manager.

4.2 No Salaries to Member or Manager. No salary shall be paid to the Member or Manager for services to the Company.

4.3 Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation §301.7701-3 and shall not make an election to be classified as a corporation.

ARTICLE V

DISSOLUTION AND TERMINATION

5.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 13.1-1047 of the Act or (iii) automatic cancellation of its Certificate of Organization under Section 13.1-1064. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

(1) to the satisfaction (whether by payment or the making of reasonable provision for payment) of debts of the Company other than to the Member;

(2) to payment of amounts owed to the Member for amounts borrowed from and not repaid to the Member; and

(3) to the Member.

5.2 Gains or Losses in Winding-Up. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Member in the manner set forth in Section 3.4. Any property distributed in kind in the liquidation of the Company shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Member in the manner set forth in Section 3.4.

5.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Article V, and the certificate of cancellation of the Company is filed as required by the Act.

-6-

ARTICLE VI

ADMISSION OF A MEMBER

6.1 Admission of a Member. The Member has been admitted as a member of the Company pursuant to this Agreement. No person may be admitted as a Member of the Company unless the Member consents.

ARTICLE VII

GOVERNING LAW

7.1 Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts obligations and liabilities of the Company, and no Covered Person (as defined below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

8.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement; provided, however, that any indemnity under this Section 8.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

-7-

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.3.

8.5 Covered Person. For purposes of this Article VIII, “Covered Person” shall mean the Manager, a Member, any affiliate of the Manager or a Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee or agent of the Company or its affiliates.

ARTICLE IX

MISCELLANEOUS

9.1 Notices. All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be mailed by regular mail, postage prepaid, to the Member at the address listed on the signature page, or at such other address as he or she may specify to the Company in a written notice pursuant to this Section 9.1.

9.2 Entire Agreement. This document constitutes the entire Agreement and understanding by the Member with respect to the Company and supercedes all prior agreements and undertakings, if any, with respect hereto.

9.3 Amendment. This Agreement may be amended only upon the written document signed by the Member.

9.4 Captions. The titles and captions contained herein are for convenience only and shall not be deemed part of this Agreement.

9.5 Numbers and Gender. Where the context so indicates, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, and person shall include corporation, firm or any other entity. Without limiting the forgoing, if at any time there shall be only one Manager acting hereunder, references to the Managers shall be deemed to be references to the sole Manager then acting.

9.6 Definition. “Membership Interest” means, with respect to the Member, (i) the Member’s entire interest in the Company, and the property, assets, business and capital thereof, and (ii) the share of the profits, losses and distributions of the Company allocable to the Member under the provisions of the Agreement.

9.7 Other. Each limited liability company interest in the Company shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the [State of New York and the Commonwealth of Virginia] and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

-8-

*            *            *

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement of Dyn Marine Services LLC as of the date first written above.

DYNCORP INTERNATIONAL LLC
By:	/s/ Hayward D. Fisk
Name:	Hayward D. Fisk
Title:	Manager, Executive Vice President and Secretary

Address:

2100 E. Grand Avenue

El Segundo, CA 90245

Attn.: Hayward D. Fisk

-9-

EX-3.23

Exhibit 3.23

State of Delaware          

Secretary of State          

Division of Corporations    

Delivered 07:11 PM 02/04/2005

FILED 06:09 PM 02/04/2005  

SRV 050095452 – 3463655 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

SERVICES INTERNATIONAL LLC

This Certificate of Formation of Services International LLC (the “LLC”), dated as of February 4, 2005, is being duly executed and filed by Hayward D. Fisk, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq).

FIRST: The name of the limited liability company formed hereby is:

Services International LLC

SECOND: The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle, DE 19801.

THIRD: The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Hayward D. Fisk

Hayward D. Fisk, Authorized Person

EX-3.24

Exhibit 3.24

LIMITED LIABILITY COMPANY AGREEMENT

OF

SERVICES INTERNATIONAL LLC

This Limited Liability Company Agreement (this “Agreement”) of SERVICES INTERNATIONAL LLC, made as of this [11] day of February, 2005, is entered into by DYNCORP INTERNATIONAL LLC (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

RECITALS

WHEREAS, DynCorp Aerospace Operations Inc. (the “Corporation”) was formed as a Delaware corporation on December 4, 2001;

WHEREAS, by unanimous written consent, the board of directors of the Corporation adopted a resolution adopting and approving the conversion of the Corporation to a Delaware limited liability company and the adoption of this Agreement, and recommending the adoption of such conversion and this Agreement to the sole stockholder of the Corporation, pursuant to Section 266 of the General Corporation Law of the State of Delaware (the “GCL”);

WHEREAS, by written consent, the sole stockholder of the Corporation adopted and approved the conversion of the Corporation to a limited liability company and the adoption of this Agreement, pursuant to Section 266 of the GCL;

WHEREAS, on the date hereof, the Corporation was converted to a limited liability company pursuant to Section 18-214 of the Act and Section 266 of the GCL by causing the filing with the Secretary of State of the State of Delaware (the “Secretary of State”) of the Certificate of Conversion to Limited Liability Company (the “Certificate of Conversion”) and a Certificate of Formation of the Company (the “Certificate of Formation”) (together, the “Conversion”);

WHEREAS, pursuant to this Agreement and the Conversion, the sole stockholder of the Corporation, the Member, is admitted as a member of the Company owning all of the limited liability company interests in the Company; and

WHEREAS, the Member desires to continue the Company as a limited liability company without dissolution under the Act.

ARTICLE I

FORMATION AND TERM

1.1 Name. The name of the limited liability company formed hereby is Services International LLC (the “Company”).

1.2 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

1.3 Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wimington, Delaware 19801. At any time, the Manager (as defined below) may designate another registered office.

1.4 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wimington, Delaware 19801. At any time, the Manager may designate another registered agent.

1.5 Term. The term of the Company will commence on the date that the original Certificate of Formation is filed in the office of the Secretary of State and shall continue until the Company is dissolved in accordance with the provisions of this Agreement and the Act.

1.6 Qualification in Other Jurisdictions. The Manager shall cause the Company to be qualified, formed or registered if necessary under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Manager or any officer of the Company, as authorized person, within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE II

POWERS AND MANAGER

2.1 The Company. The Company and the Manager, on behalf of the Company, shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein.

2.2 The Manager. In accordance with Section 18-402 of the Act, the business and affairs of the Company shall be vested in a manager, which shall be the Member (when acting in such capacity, the “Manager”). The Manager shall have the complete right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise to act for and on behalf of the Company.

-2-

2.3 Certificates. The Manager and each officer of the Company is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file all certificates required or permitted by the Act to be filed in the office of the Secretary of State. Hayward D. Fisk is hereby designated as an “authorized person” within the meaning of the Act to execute, deliver and file the Certificate of Conversion and the Certificate of Formation with the Secretary of State.

2.4 Officers.

(1) Designation and Appointment. The Manager may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Manager), including employees, agents and other persons who may be designated as “Officers” of the Company, with titles including but not limited to “chairman,” “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” and “chief financial officer,” as and to the extent authorized by the Manager. Any number of offices may be held by the same person. In the Manager’s discretion, the Manager may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or members of the Company. Any Officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them. The Manager may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager.

(2) Resignation and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Manager. The acceptance by the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed as such, either with or without cause, at any time by the Manager. Designation of any person as an Officer by the Manager pursuant to the provisions of Section 2.4(1) shall not in and of itself vest in such Person any contractual or employment rights with respect to the Company.

(3) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall (i) owe to the Company and the Member duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware, (ii) keep the Manager reasonably apprised of material developments in the business of the Company, and (iii) present to the Manager, at least annually, a review of the Company’s performance, an operating budget for the Company, and a capital budget for the Company.

(4) Chairman. Subject to the powers of the Manager, the Chairman of the Company shall have the powers, perform such tasks and have such responsibilities as are possessed, performed and held by persons employed in the same capacity in companies similar to the Company, and have such additional powers and perform such other duties as may be prescribed by the Manager.

-3-

(5) Chief Executive Officer. Subject to the powers of the Manager, the chief executive officer of the Company shall be in general and active charge of the entire business and affairs of the Company, and shall be its chief policy making Officer, and have such additional powers and perform such other duties as may be prescribed by the Chairman of the Company or the Manager.

(6) President. The president of the Company shall, subject to the powers of the Manager and the chief executive officer of the Company, have general and active management of the business of the Company, and shall see that all orders and resolutions of the Manager are effectuated. The president of the Company shall have such other powers and perform such other duties as may be prescribed by the chief executive officer of the Company or by the Manager.

(7) Chief Financial Officer. The chief financial officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the Company’s assets, liabilities, receipts, disbursements, gains, losses, capital and the Units. The chief financial officer of the Company shall have custody of the funds and securities of the Company, keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer of the Company shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or the Manager.

(8) Vice President(s). The vice president(s) of the Company shall perform such duties and have such other powers as the chief executive officer of the Company or the Manager may from time to time prescribe. A vice president may be designated as an Executive Vice President, a Senior Vice President, an Assistant Vice President, or a vice president with a functional title.

(9) Secretary.

(i) The secretary of the Company shall attend all meetings of the Manager and the Member, record all the proceedings of the meetings and perform similar duties for the committees of the Manager when required.

(ii) The secretary of the Company shall keep all documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the chief executive officer of the Company or the Manager. The secretary of the Company shall have the general duties, powers and responsibilities of a secretary of a Corporation.

(iii) If the Manager chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of seniority, shall in the Company secretary’s absence, disability or inability to act, perform the duties and exercise the powers of the secretary of the Company, and shall perform such other duties as the chief executive officer of the Company or the Manager may from time to time prescribe.

-4-

(10) Treasurer. The treasurer of the Company shall receive, keep, and disburse all moneys belonging to or coming to the Company. The treasurer of the Company shall prepare, or cause to be prepared, detailed reports and records of all expenses, losses, gains, assets, and liabilities of the Company as directed by the chief financial officer of the Company and shall perform such other duties in connection with the administration of the financial affairs of the Company as may from time to time be prescribed by the chief financial officer or the chief executive officer of the Company or by the Manager.

ARTICLE III

CONVERSION; UNITS, CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES

3.1 Conversion. Effective as of the time of the Conversion, (i) the Certificate of Incorporation of the Corporation, dated as of December 4, 2001 and the By-Laws of the Corporation are replaced and superseded in their entirety by this Agreement in respect of all periods beginning on or after the Conversion, (ii) the sole stockholder of the Corporation, DynCorp International LLC, is hereby automatically admitted as the sole member of the Company owning all of the Membership Interests (as defined below) in the Company, (iii) the Member is continuing the business of the Corporation without dissolution in the form of a Delaware limited liability company governed by this Agreement, and (iv) in accordance with Section 18-214(g) of the Act, the Company shall constitute a continuation of the existence of the Corporation in the form of a Delaware limited liability company and, for all purposes of the laws of the State of Delaware, shall be deemed to be the same entity as the Corporation.

3.2 Units. The Membership Interest owned by the Member shall be measured by the number of units (the “Units”) held by the Member. There shall be an aggregate of 100 Units allocated to the Member. The Company may in its discretion issue certificates to the Member representing the Units held by the Member.

3.3 Capital Contributions. The Member shall have deemed to have contributed to the Company an amount equal to the fair market value of the assets of the Corporation less the fair market value of the liabilities of the Corporation. The Member shall not make any other initial contribution to the capital of the Company. The Member may make additional contributions to the capital of the Company from time to time in its discretion.

3.4 Allocations Generally. The Company’s profit and loss shall be allocated to the Member.

3.5 Distributions. Except as provided in Article V, distribution shall be made to the Member at the times and in the aggregate amounts determined by the Manager.

3.6 Capital Accounts. A capital account (a “Capital Account”) shall be maintained for the Member in accordance with the capital accounting rules of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. The Member shall have an initial Capital Account balance equal to the Member’s initial capital contribution to the Company.

-5-

ARTICLE IV

ADMINISTRATIVE PROVISIONS

4.1 Accounting Method. The accounting for purposes of the Company shall be in accordance with accounting principles determined by the Manager.

4.2 No Salaries to Member or Manager. No salary shall be paid to the Member or Manager for services to the Company.

4.3 Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation §301.7701-3 and shall not make an election to be classified as a corporation.

ARTICLE V

DISSOLUTION AND TERMINATION

5.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

(1) to the satisfaction (whether by payment or the making of reasonable provision for payment) of debts of the Company other than to the Member;

(2) to payment of amounts owed to the Member for amounts borrowed from and not repaid to the Member; and

(3) to the Member.

5.2 Gains or Losses in Winding-Up. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Member in the manner set forth in Section 3.4. Any property distributed in kind in the liquidation of the Company shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Member in the manner set forth in Section 3.4.

5.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Article V, and the certificate of formation of the Company in effect as of the date thereof shall have been canceled in the manner required by the Act.

-6-

ARTICLE VI

ADMISSION OF A MEMBER

6.1 Admission of a Member. The Member has been admitted as a member of the Company pursuant to this Agreement. No person may be admitted as a Member of the Company unless the Member consents.

ARTICLE VII

GOVERNING LAW

7.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person (as defined below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

8.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement; provided, however, that any indemnity under this Section 8.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

-7-

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.3.

8.5 Covered Person. For purposes of this Article VIII, “Covered Person” shall mean the Manager, a Member, any affiliate of the Manager or a Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee or agent of the Company or its affiliates.

ARTICLE IX

MISCELLANEOUS

9.1 Notices. All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be mailed by regular mail, postage prepaid, to the Member at the address listed on the signature page, or at such other address as he or she may specify to the Company in a written notice pursuant to this Section 9.1.

9.2 Entire Agreement. This document constitutes the entire Agreement and understanding by the Member with respect to the Company and supercedes all prior agreements and undertakings, if any, with respect hereto.

9.3 Amendment. This Agreement may be amended only upon the written document signed by the Member.

9.4 Captions. The titles and captions contained herein are for convenience only and shall not be deemed part of this Agreement.

9.5 Numbers and Gender. Where the context so indicates, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, and person shall include corporation, firm or any other entity. Without limiting the forgoing, if at any time there shall be only one Manager acting hereunder, references to the Managers shall be deemed to be references to the sole Manager then acting.

9.6 Definition. “Membership Interest” means, with respect to the Member, (i) the Member’s entire interest in the Company, and the property, assets, business and capital thereof, and (ii) the share of the profits, losses and distributions of the Company allocable to the Member under the provisions of the Agreement.

9.7 Other. Each limited liability company interest in the Company shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the States of Delaware

-8-

and New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws approved by the American Bar Association on February 14, 1995.

-9-

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement of Services International LLC as of the date first written above.

DYNCORP INTERNATIONAL LLC
By:	/s/ Hayward D. Fisk
Name:	Hayward D. Fisk
Title:	Manager, Executive Vice President and Secretary
Address:
2100 E. Grand Avenue El Segundo, CA 90245 Attn.: Hayward D. Fisk

-10-

EX-3.25

Exhibit 3.25

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

• First: The name of the limited liability company is Worldwide Humanitarian Services LLC.

• Second: The address of its registered office in the State of Delaware is 2711 Centerville Road Suite 400 in the City of Wilmington, DE 19808. The name of its Registered agent at such address is Corporation Service Company.

• Third: (Use this paragraph only if the company is to have a specific effective date of dissolution.) “The latest date on which the limited liability company is to dissolve is                     .”

• Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation of Worldwide Humanitarian Services LLC this 8 day of May, 2001.

BY:	/s/ H. M. Hougen
	Authorized Person(s)
NAME:	H. M. Hougen
	Type or Print

        STATE OF DELAWARE

        SECRETARY OF STATE

DIVISION OF CORPORATIONS

  FILED 09:00 AM 05/08/2001

        010221448 – 3389501

EX-3.26

Exhibit 3.26

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

WORLDWIDE HUMANITARIAN SERVICES LLC

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of WORLDWIDE HUMANITARIAN SERVICES LLC (the “Company”), a limited liability company organized pursuant to the Delaware Limited Liability Company Act (6 Del. C. 18-101, et seq.), as amended from time to time (the “Act”), is entered into and shall be effective as of this 11th day of February 2005, is entered into by DYNCORP INTERNATIONAL LLC (the “Member”).

RECITALS

WHEREAS, the Company was originally formed pursuant to the Operating Agreement, dated as of May 8, 2001 (the “Existing Operating Agreement”), entered into by the Member; and

WHEREAS, the Member desires to amend the terms of the Existing Operating Agreement by entering into an amended and restated limited liability company agreement of the Company upon the terms and conditions set forth herein:

NOW THEREFORE, in consideration of the mutual terms, covenants and conditions herein, it is hereby agreed that the Existing Operating Agreement is hereby amended and restated in its entirety as follows:

ARTICLE I

FORMATION AND TERM

1.1 Name. The name of the limited liability company formed hereby is WORLDWIDE HUMANITARIAN SERVICES LLC (the “Company”).

1.2 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

1.3 Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. At any time, the Manager (as defined below) may designate another registered office.

1.4 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company. At any time, the Manager may designate another registered agent.

1.5 Term. The term of the Company will commence on the date that the original Certificate of Formation is filed in the office of the Secretary of State and shall continue until the Company is dissolved in accordance with the provisions of this Agreement and the Act.

1.6 Qualification in Other Jurisdictions. The Manager shall cause the Company to be qualified, formed or registered if necessary under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Manager or any officer of the Company, as authorized person, within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE II

POWERS AND MANAGER

2.1 The Company. The Company and the Manager, on behalf of the Company, shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein.

2.2 The Manager. In accordance with Section 18-402 of the Act, the business and affairs of the Company shall be vested in a manager, which shall be the Member (when acting in such capacity, the “Manager”). The Manager shall have the complete right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise to act for and on behalf of the Company.

2.3 Certificates. The Manager and each officer of the Company is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file all certificates required or permitted by the Act to be filed in the office of the Secretary of State.

2.4 Officers.

(1) Designation and Appointment. The Manager may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Manager), including employees, agents and other persons who may be designated as “Officers” of the Company, with titles including but not limited to “chairman,” “chief executive officer,” “president,” vice president,” “treasurer,” “secretary,” and “chief financial officer,” as and to the extent authorized by the Manager. Any number of offices may be held by the same person. In the Manager’s discretion, the Manager may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or members of the Company. Any Officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them. The Manager may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager.

-2-

(2) Resignation and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Manager. The acceptance by the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed as such, either with or without cause, at any time by the Manager. Designation of any person as an Officer by the Manager pursuant to the provisions of Section 2.4(1) shall not in and of itself vest in such Person any contractual or employment rights with respect to the Company.

(3) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall (i) owe to the Company and the Member duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware, (ii) keep the Manager reasonably apprised of material developments in the business of the Company, and (iii) present to the Manager, at least annually, a review of the Company’s performance, an operating budget for the Company, and a capital budget for the Company.

(4) Chairman. Subject to the powers of the Manager, the Chairman of the Company shall have the powers, perform such tasks and have such responsibilities as are possessed, performed and held by persons employed in the same capacity in companies similar to the Company, and have such additional powers and perform such other duties as may be prescribed by the Manager.

(5) Chief Executive Officer. Subject to the powers of the Manager, the chief executive officer of the Company shall be in general and active charge of the entire business and affairs of the Company, and shall be its chief policy making Officer, and have such additional powers and perform such other duties as may be prescribed by the Chairman of the Company or the Manager.

(6) President. The president of the Company shall, subject to the powers of the Manager and the chief executive officer of the Company, have general and active management of the business of the Company, and shall see that all orders and resolutions of the Manager are effectuated. The president of the Company shall have such other powers and perform such other duties as may be prescribed by the chief executive officer of the Company or by the Manager.

(7) Chief Financial Officer. The chief financial officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the Company’s assets, liabilities, receipts, disbursements, gains, losses, capital and the Units. The chief financial officer of the Company shall have custody of the funds and securities of the Company, keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer of the Company shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or the Manager.

-3-

(8) Vice President(s). The vice president(s) of the Company shall perform such duties and have such other powers as the chief executive officer of the Company or the Manager may from time to time prescribe. A vice president may be designated as an Executive Vice President, a Senior Vice President, an Assistant Vice President, or a vice president with a functional title.

(9) Secretary.

(i) The secretary of the Company shall attend all meetings of the Manager and the Member, record all the proceedings of the meetings and perform similar duties for the committees of the Manager when required.

(ii) The secretary of the Company shall keep all documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the chief executive officer of the Company or the Manager. The secretary of the Company shall have the general duties, powers and responsibilities of a secretary of a Corporation.

(iii) If the Manager chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of seniority, shall in the Company secretary’s absence, disability or inability to act, perform the duties and exercise the powers of the secretary of the Company, and shall perform such other duties as the chief executive officer of the Company or the Manager may from time to time prescribe.

(10) Treasurer. The treasurer of the Company shall receive, keep, and disburse all moneys belonging to or coming to the Company. The treasurer of the Company shall prepare, or cause to be prepared, detailed reports and records of all expenses, losses, gains, assets, and liabilities of the Company as directed by the chief financial officer of the Company and shall perform such other duties in connection with the administration of the financial affairs of the Company as may from time to time be prescribed by the chief financial officer or the chief executive officer of the Company or by the Manager.

ARTICLE III

UNITS, CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES

3.1 Units. The Membership Interest owned by the Member shall be measured by the number of units (the “Units”) held by the Member. There shall be an aggregate of 100 Units allocated to the Member. The Company may in its discretion issue certificates to the Member representing the Units held by the Member.

3.2 Capital Contributions. The Member may make additional contributions to the capital of the Company from time to time in its discretion.

-4-

3.3 Allocations Generally. The Company’s profit and loss shall be allocated to the Member.

3.4 Distributions. Except as provided in Article V, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Manager.

3.5 Capital Accounts. A capital account (a “Capital Account”) shall be maintained for the Member in accordance with the capital accounting rules of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. The Member shall have an initial Capital Account balance equal to the Member’s initial capital contribution to the Company.

ARTICLE IV

ADMINISTRATIVE PROVISIONS

4.1 Accounting Method. The accounting for purposes of the Company shall be in accordance with accounting principles determined by the Manager.

4.2 No Salaries to Member or Manager. No salary shall be paid to the Member or Manager for services to the Company.

4.3 Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation §301.7701-3 and shall not make an election to be classified as a corporation.

ARTICLE V

DISSOLUTION AND TERMINATION

5.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

(1) to the satisfaction (whether by payment or the making of reasonable provision for payment) of debts of the Company other than to the Member;

(2) to payment of amounts owed to the Member for amounts borrowed from and not repaid to the Member; and

(3) to the Member.

5.2 Gains or Losses in Winding-Up. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Member in

-5-

the manner set forth in Section 3.4. Any property distributed in kind in the liquidation of the Company shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Member in the manner set forth in Section 3.4.

5.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Article V, and the certificate of formation of the Company in effect as of the date thereof shall have been canceled in the manner required by the Act.

ARTICLE VI

ADMISSION OF A MEMBER

6.1 Admission of a Member. The Member has been admitted as a member of the Company pursuant to this Agreement. No person may be admitted as a Member of the Company unless the Member consents.

ARTICLE VII

GOVERNING LAW

7.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person (as defined below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

-6-

8.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement; provided, however, that any indemnity under this Section 8.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.3.

8.5 Covered Person. For purposes of this Article VIII, “Covered Person” shall mean the Manager, a Member, any affiliate of the Manager or a Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee or agent of the Company or its affiliates.

ARTICLE IX

MISCELLANEOUS

9.1 Notices. All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be mailed by regular mail, postage prepaid, to the Member at the address listed on the signature page, or at such other address as he or she may specify to the Company in a written notice pursuant to this Section 9.1.

9.2 Entire Agreement. This document constitutes the entire Agreement and understanding by the Member with respect to the Company and supercedes all prior agreements and undertakings, if any, with respect hereto.

9.3 Amendment. This Agreement may be amended only upon the written document signed by the Member.

9.4 Captions. The titles and captions contained herein are for convenience only and shall not be deemed part of this Agreement.

9.5 Numbers and Gender. Where the context so indicates, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, and person shall include corporation, firm or any other entity. Without limiting the forgoing, if at any time there shall be only one Manager acting hereunder, references to the Managers shall be deemed to be references to the sole Manager then acting.

-7-

9.6 Definition. “Membership Interest” means, with respect to the Member, (i) the Member’s entire interest in the Company, and the property, assets, business and capital thereof, and (ii) the share of the profits, losses and distributions of the Company allocable to the Member under the provisions of the Agreement.

9.7 Other. Each limited liability company interest in the Company shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the States of Delaware and New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

*        *        *

-8-

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amended and Restated Limited Liability Company Agreement of Worldwide Humanitarian Services LLC as of the date first written above.

DYNCORP INTERNATIONAL LLC
By:	/s/ Robert B. McKeon
Name:	Robert B. McKeon
Title:	Sole Member of Board of Managers
Address:
C/o DynCorp International LLC
3190 Fairview Park Drive, Suite 300
Falls Church, Virginia 22042
Attn.: R. Y. Morrel

-9-

EX-4.1

Exhibit 4.1

EXECUTION COPY

DYNCORP INTERNATIONAL LLC

DIV CAPITAL CORPORATION

AND EACH OF THE GUARANTORS PARTY HERETO

9.50% SENIOR SUBORDINATED NOTES DUE 2013

INDENTURE

Dated as of February 11, 2005

The Bank of New York

Trustee

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(2)	7.06; 7.07
(c)	7.06; 12.02
(d)	7.06
314(a)	4.03;12.02; 12.05
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05; 12.02
(c)	7.01
(d)	7.01
(e)	6.11
316(a) (last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.04
318(a)	12.01
(b)	N.A.
(c)	12.01

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions.	1
Section 1.02	Other Definitions.	23
Section 1.03	Incorporation by Reference of Trust Indenture Act.	23
Section 1.04	Rules of Construction.	24
ARTICLE 2
THE NOTES
Section 2.01	Form and Dating.	24
Section 2.02	Execution and Authentication.	25
Section 2.03	Registrar and Paying Agent.	26
Section 2.04	Paying Agent to Hold Money in Trust.	26
Section 2.05	Holder Lists.	27
Section 2.06	Transfer and Exchange.	27
Section 2.07	Replacement Notes.	39
Section 2.08	Outstanding Notes.	39
Section 2.09	Treasury Notes.	39
Section 2.10	Temporary Notes.	40
Section 2.11	Cancellation.	40
Section 2.12	Defaulted Interest.	40
Section 2.13	CUSIP Numbers.	40
ARTICLE 3
REDEMPTION AND PREPAYMENT
Section 3.01	Notices to Trustee.	41
Section 3.02	Selection of Notes to Be Redeemed or Purchased.	41
Section 3.03	Notice of Redemption or Purchase.	41
Section 3.04	Effect of Notice of Redemption or Purchase.	42
Section 3.05	Deposit of Redemption or Purchase Price.	42
Section 3.06	Notes Redeemed or Purchased in Part.	43
Section 3.07	Optional Redemption.	43
Section 3.08	Mandatory Redemption.	44
Section 3.09	Offer to Purchase by Application of Excess Proceeds.	44
ARTICLE 4
COVENANTS
Section 4.01	Payment of Notes.	46
Section 4.02	Maintenance of Office or Agency.	46
Section 4.03	Reports.	47
Section 4.04	Compliance Certificate.	48
Section 4.05	Taxes.	48
Section 4.06	Stay, Extension and Usury Laws.	48
Section 4.07	Restricted Payments.	49
Section 4.08	Dividend and Other Payment Restrictions Affecting Subsidiaries.	52
Section 4.09	Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.	54

i

Section 4.10	Asset Sales.	57
Section 4.11	Transactions with Affiliates.	58
Section 4.12	Liens.	60
Section 4.13	Business Activities.	60
Section 4.14	Corporate Existence.	60
Section 4.15	Offer to Repurchase Upon Change of Control.	60
Section 4.16	No Layering of Debt.	62
Section 4.17	Payments for Consent.	62
Section 4.18	Additional Subsidiary Guarantees.	63
Section 4.19	Designation of Restricted and Unrestricted Subsidiaries.	63
Section 4.20	Limitation on the Conduct of Business of DIV Capital	63
ARTICLE 5
SUCCESSORS
Section 5.01	Merger, Consolidation, or Sale of Assets.	64
Section 5.02	Successor Corporation Substituted.	65
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default.	65
Section 6.02	Acceleration.	67
Section 6.03	Other Remedies.	67
Section 6.04	Waiver of Past Defaults.	67
Section 6.05	Control by Majority.	68
Section 6.06	Limitation on Suits.	68
Section 6.07	Rights of Holders of Notes to Receive Payment.	68
Section 6.08	Collection Suit by Trustee.	68
Section 6.09	Trustee May File Proofs of Claim.	68
Section 6.10	Priorities.	69
Section 6.11	Undertaking for Costs.	69
ARTICLE 7
TRUSTEE
Section 7.01	Duties of Trustee.	70
Section 7.02	Rights of Trustee.	71
Section 7.03	Individual Rights of Trustee.	72
Section 7.04	Trustee’s Disclaimer.	72
Section 7.05	Notice of Defaults.	72
Section 7.06	Reports by Trustee to Holders of the Notes.	72
Section 7.07	Compensation and Indemnity.	72
Section 7.08	Replacement of Trustee.	73
Section 7.09	Successor Trustee by Merger, etc.	74
Section 7.10	Eligibility; Disqualification.	74
Section 7.11	Preferential Collection of Claims Against Company.	74
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance.	74
Section 8.02	Legal Defeasance and Discharge.	75
Section 8.03	Covenant Defeasance.	75
Section 8.04	Conditions to Legal or Covenant Defeasance.	76

ii

Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.	77
Section 8.06	Repayment to Company.	77
Section 8.07	Reinstatement.	78
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes.	78
Section 9.02	With Consent of Holders of Notes.	79
Section 9.03	Compliance with Trust Indenture Act.	80
Section 9.04	Revocation and Effect of Consents.	80
Section 9.05	Notation on or Exchange of Notes.	80
Section 9.06	Trustee to Sign Amendments, etc.	81
ARTICLE 10
SUBORDINATION
Section 10.01	Agreement to Subordinate.	81
Section 10.02	Liquidation; Dissolution; Bankruptcy.	81
Section 10.03	Default on Designated Senior Debt.	81
Section 10.04	Acceleration of Notes.	82
Section 10.05	When Distribution Must Be Paid Over.	82
Section 10.06	Notice by Issuers.	83
Section 10.07	Subrogation.	83
Section 10.08	Relative Rights.	83
Section 10.09	Subordination May Not Be Impaired by Company.	84
Section 10.10	Distribution or Notice to Representative.	84
Section 10.11	Rights of Trustee and Paying Agent.	84
Section 10.12	Authorization to Effect Subordination.	84
ARTICLE 11
SUBSIDIARY GUARANTEES
Section 11.01	Guarantee.	84
Section 11.02	Subordination of Subsidiary Guarantee.	85
Section 11.03	Limitation on Guarantor Liability.	86
Section 11.04	Execution and Delivery of Subsidiary Guarantee.	86
Section 11.05	Guarantors May Consolidate, etc., on Certain Terms.	86
Section 11.06	Releases.	87
ARTICLE 12
SATISFACTION AND DISCHARGE
Section 12.01	Satisfaction and Discharge.	88
Section 12.02	Application of Trust Money.	89
Section 12.03	Repayment to the Company.	89
ARTICLE 13
MISCELLANEOUS
Section 13.01	Trust Indenture Act Controls.	90
Section 13.02	Notices.	90
Section 13.03	Communication by Holders of Notes with Other Holders of Notes.	91
Section 13.04	Certificate and Opinion as to Conditions Precedent.	91
Section 13.05	Statements Required in Certificate or Opinion.	91

iii

Section 13.06	Rules by Trustee and Agents.	92
Section 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders.	92
Section 13.08	Governing Law.	92
Section 13.09	No Adverse Interpretation of Other Agreements.	92
Section 13.10	Successors.	92
Section 13.11	Severability.	92
Section 13.12	Counterpart Originals.	92
Section 13.13	Table of Contents, Headings, etc.	92

EXHIBITS
Exhibit A1	FORM OF NOTE
Exhibit A2	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF NOTATION OF GUARANTEE
Exhibit E	FORM OF SUPPLEMENTAL INDENTURE

iv

INDENTURE dated as of February 11, 2005 among DynCorp International, a Delaware limited liability company (the “Company”), DIV Capital Corporation, a Delaware corporation (“Co-Issuer,” and together with the Company, the “Issuers”), the Guarantors (as defined) and The Bank of New York, a New York banking corporation, as trustee.

The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 9.50% Senior Subordinated Notes due 2013 (the “Notes”), the proceeds of which have been used as part of the financing for the acquisition of the Company by DI Finance Sub LLC (which was merged with and into the Company immediately prior to the execution of this Indenture):

ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the transactions contemplated by the Purchase Agreement dated as of December 12, 2004 among Computer Sciences Corporation and DynCorp and the Veritas Capital Fund II, L.P. and DI Acquisition Corp., including the borrowings under the Credit Agreement and the offering of the Notes.

“Additional Notes” means additional Notes (other than the Initial Notes and the Exchange Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

1

“Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the Note; or

(2) the excess of: (a) the present value at such redemption date of (i) the redemption price of the Note at February 15, 2009, (such redemption price being set forth in the table appearing in Section 3.07(c) hereof) plus (ii) all required interest payments due on the Note through February 15, 2009, (excluding accrued but unpaid interest to the applicable redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of the Note, if greater.

“Applicable Procedures” means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer, redemption or exchange.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole shall be governed by Sections 4.15 and 5.01 of this Indenture and not by Section 4.10 of this Indenture; and

(2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries (other than directors’ qualifying Equity Interests or Equity Interests required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary).

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $1.0 million;

(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

(4) the licensing of intellectual property or other general intangibles to third persons on customary terms as determined by the Board of Directors in good faith and the ordinary course of business;

(5) the sale or disposition of any property or equipment that has become damaged, worn-out or obsolete, in the ordinary course of business;

(6) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property for use in a Permitted Business;

(7) the sale or other disposition of cash or Cash Equivalents;

(8) a Restricted Payment that does not violate Section 4.07 of this Indenture or a Permitted Investment; and

2

(9) the sale, lease, sub-lease, license, sub-license, consignment, conveyance or other disposition of equipment, inventory or other assets in the ordinary course of business, including leases with a duration of no greater than 24 months with respect to facilities that are temporarily not in use or pending their disposition, or accounts receivable in connection with the compromise, settlement or collection thereof.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee or board of directors of the sole member or of the managing member thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

3

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than 360 days from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better at the time of acquisition;

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having at the time of acquisition one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Service and, in each case, maturing within nine months after the date of acquisition;

(6) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and at the time of acquisition thereof, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Services or Moody’s Investors Service, Inc.;

(7) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition; and

(8) local currencies held by the Company or any of its Restricted Subsidiaries, from time to time in the ordinary course of business and consistent with past practice.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than a Principal;

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than a Principal

4

or a Related Party of a Principal, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares;

(4) after an initial public offering of the Company or any direct or indirect parent of the Company, the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

(5) the first day on which the Company ceases to own 100% of the outstanding Equity Interests of DIV Capital.

“Clearstream” means Clearstream Banking, S.A. and any successor thereto.

“Co-Issuer” means DIV Capital Corporation, and any and all successors thereto.

“Company” means DynCorp International LLC, a Delaware limited liability company, and any and all successors thereto.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(5) Subordinated Management Fees, to the extent such Subordinated Management Fees were deducted in computing such Consolidated Net Income; plus

(6) nonrecurring charges or expenses made or incurred in connection with any restructuring, to the extent deducted in computing such Consolidated Net Income, provided that the aggregate amount of such charges or expenses may not exceed $5.0 million in any twelve-month period; plus

(7) nonrecurring, non-cash charges that were deducted in computing such Consolidated Net, Income; minus

5

(8) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) the cumulative effect of a change in accounting principles will be excluded;

(4) notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries;

(5) non-cash compensation charges or other non-cash expenses or charges arising from the grant of or issuance or repricing of stock, stock options or other equity-based awards to directors, officers or employees of the Company and its Restricted Subsidiaries will be excluded; and

(6) transaction costs and restructuring charges incurred in connection with the Acquisition, in an aggregate amount not to exceed $10,000,000, will be excluded.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1) was a member of such Board of Directors on the date of this Indenture; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means that certain Credit Agreement, dated as of the date hereof, by and among the Company DI Finance Sub LLC, DI Acquisition Corp., the other guarantors party thereto, the lenders party thereto, Goldman Sachs Credit Partners L.P., as Administrative Agent, Collateral Agent, Joint Lead Arranger and Joint Book Runner and Bear, Stearns & Co. Inc. as Joint Lead Arranger and Joint Book Runner and Bear Stearns Corporate Lending Inc., including any related notes, Guarantees,

6

collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings or letters of credit thereunder or adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement), indentures or commercial paper facilities, in each case with banks or other institutional lenders or a trustee providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or issuance of Notes, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), substituted or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Custodian” means the Trustee, as custodian with respect to the Notes issuable or issued in whole or in part in global form, or any successor entity thereto appointed as Custodian hereunder and having become such pursuant to the applicable provisions of this Indenture.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 or Section 2.10 hereof, substantially in the form of Exhibit A1 hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Noncash Consideration” means the Fair Market Value of noncash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an officers’ certificate, setting for the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

“Designated Senior Debt” means:

(1) any Indebtedness outstanding under the Credit Agreement; and

(2) after payment in full of all Obligations under the Credit Agreement, any other Senior Debt permitted under this Indenture the principal amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the

7

Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a public or private offering of Qualified Capital Stock of the Company.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system and any successor thereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture).

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase,

8

redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of the four-quarter reference period;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period, whether paid or accrued; plus

9

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal,

in each case, determined on a consolidated basis in accordance with GAAP.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of this Indenture.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A1 hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01(b), 2.06(b)(3), 2.06(b)(4), 2.06(d) or 2.06(f) hereof.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof), and the payment for which the United States pledges its full faith and credit.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means each of:

(1) DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, Dyn Marine Services LLC, Dyn Marine Services of Virginia LLC, Services International LLC, Worldwide Humanitarian Services LLC; and

(2) any other Subsidiary of the Company that executes a Subsidiary Guarantee in accordance with the provisions of this Indenture,

10

and their respective successors and assigns, in each case, until the Subsidiary Guarantee of such Person has been released in accordance with the provisions of this Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designated for the purpose of fixing, hedging or swapping interest rate risk;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Holder” means a Person in whose name a Note is registered.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) (other than letters of credit issued in respect of trade payables entered into in the ordinary course);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the first $320,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

11

“Initial Purchasers” means Goldman, Sachs & Co. and Bear, Stearns & Co. Inc.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c) hereof. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 4.07(c) hereof. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Letter of Transmittal” means the letter of transmittal, or its electronic equivalent in accordance with the Applicable Procedures to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (or loss), together with any related provision for taxes on such gain (but not loss), realized in connection with:

(a) any Asset Sale (without giving effect to the $1,000,000 threshold provided in the definition thereof); or

(b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

12

(2) any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Senior Debt, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, including cash escrows in connection with purchase price adjustments, reserves or indemnities (until released).

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which (a) the explicit terms provide that there is no recourse against any assets of the Company or any of its Restricted Subsidiaries or (b) the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof.

13

“Opinion of Counsel” means an opinion from legal counsel that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Parent” means DI Acquisition Corp., a Delaware corporation and DIV Holdings LLC, a Delaware limited liability company.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Business” means any business engaged in by the Company or any of its Restricted Subsidiaries on the date of the original issuance of the Notes and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the date of original issuance of the Notes.

“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary of the Company;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(6) any Investment acquired by the Company or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of a Person or the good faith settlement of delinquent obligations of a Person, or

(b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Investments represented by Hedging Obligations;

14

(8) loans or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount not to exceed $1.0 million at any one time outstanding;

(9) repurchases of the Notes;

(10) any Investment of the Company or any of its Restricted Subsidiaries existing on the date of the indenture;

(11) guarantees otherwise permitted by the terms of this Indenture;

(12) receivables owing to the Company or any Restricted Subsidiary, prepaid expenses, and deposits, if created, acquired or entered into in the ordinary course of business;

(13) payroll, business-related travel, and similar advances to cover matters that are expected at the time of such advances to be ultimately treated as expenses for accounting purposes and that are made in the ordinary course of business;

(14) Investments in joint ventures engaged in a Permitted Business having an aggregate value (measured on the date such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (14) since the date of the indenture not to exceed $20.0 million; and

(15) other Investments in any Person other than an Affiliate of the Company having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) that are at the time outstanding, not to exceed $5.0 million.

“Permitted Junior Securities” means:

(1) Equity Interests in the Company or any Guarantor; or

(2) debt securities that are subordinated to all Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Debt under this Indenture.

“Permitted Liens” means:

(1) Liens on assets of the Company or any of its Restricted Subsidiaries securing Senior Debt that was permitted by the terms of this Indenture to be incurred;

(2) Liens in favor of the Company or the Guarantors;

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to and were not incurred in connection with or in the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary;

15

(4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4) hereof covering only the assets acquired with or financed by such Indebtedness;

(7) Liens existing on the date of this Indenture;

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(11) Liens created for the benefit of (or to secure) the Notes (or the Subsidiary Guarantees);

(12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the Indebtedness being refinanced arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);

(13) Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to indebtedness and other obligations that do not exceed $5.0 million at any one time outstanding;

(14) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(15) Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security and employee health and disability benefits, or casualty—liability insurance or self insurance including Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith;

16

(16) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made in conformity with GAAP;

(17) Liens securing Hedging Obligations incurred pursuant to clause (8) of the definition of “Permitted Debt;”

(18) any extension, renewal or replacement, in whole or in part, of any Lien described in clauses (3), (4), (6), (7) or (20) of the definition of “Permitted Liens”; provided that any such extension, renewal or replacement is no more restrictive in any material respect that the Lien so extended, renewed or replaced and does not extend to any additional property or assets, in conformity with GAAP;

(19) any interest or title of a lessor under any operating lease; and

(20) Liens securing Indebtedness incurred pursuant to clause (14) of the definition of “Permitted Debt.”

“Permitted Payments to Parent” means, without duplication as to amounts:

(1) payments to the Parent to permit the Parent to pay reasonable accounting, legal and administrative expenses of the Parent when due, in an aggregate amount not to exceed $750,000 per annum; and

(2) for so long as the Company is a member of a group filing a consolidated or combined tax return with the Parent, payments to the Parent in respect of an allocable portion of the tax liabilities of such group that is attributable to the Company and its Subsidiaries (“Tax Payments”) and to pay franchise or similar taxes and fees of Parent required to maintain Parent’s corporate existence. The Tax Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that the Company would owe if the Company were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Company and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that the Parent actually owes to the appropriate taxing authority. Any Tax Payments received from the Company shall be paid over to the appropriate taxing authority within 60 days of the Parent’s receipt of such Tax Payments or refunded to the Company.

“Permitted Refinancing Indebtedness” means:

(1) any Indebtedness of the Company or any of its Restricted Subsidiaries (other than Disqualified Stock) issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than Disqualified Stock and intercompany Indebtedness); provided that:

(a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

17

(b) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(c) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(d) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(2) any Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, replace, defease or discharge other Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries (other than Indebtedness or Disqualified Stock held by the Company or any of its Restricted Subsidiaries including intercompany Indebtedness); provided that:

(a) the liquidation or face value of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness, or the liquidation or face value of the Disqualified Stock, as applicable, so renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest or dividends thereon and the amount of any reasonably determined premium incurred in connection therewith);

(b) such Permitted Refinancing Indebtedness has a final redemption date equal to or later than the final maturity or redemption date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness or Disqualified Stock being renewed, refunded, refinanced, replaced, defeased or discharged;

(c) such Permitted Refinancing Indebtedness has a final redemption date equal to or later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness or Disqualified Stock being; and

(d) such Disqualified Stock is issued either by the Company or by the Restricted Subsidiary who is the issuer of the Indebtedness or Disqualified Stock being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Principals” means Veritas Capital Management II, LLC or any Affiliate thereof.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

18

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Stock.

“Qualified Proceeds” means any of the following or any combination of the following:

(1) Cash Equivalents;

(2) the Fair Market Value of assets that are used or useful in the Permitted Business; and

(3) the Fair Market Value of the Capital Stock of any Person engaged primarily in a Permitted Business if, in connection with the receipt by the Company or any of its Restricted Subsidiaries of such Capital Stock, such Person becomes a Restricted Subsidiary or such Person is merged or consolidated into the Company or any Restricted Subsidiary.

“Registration Rights Agreement” means the Exchange and Registration Rights Agreement, dated as of February 11, 2005, among the Issuers, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements among the Issuers, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2 hereto deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Related Party” means:

(1) any controlling stockholder, partner, member, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

“Replacement Assets” means (1) assets that will be used or useful in a Permitted Business, (2) all or substantially all of the assets of a Permitted Business or a majority of the Voting Stock of any Person

19

engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary or (3) a Permitted Investment under clause (15) of the definition of Permitted Investment that is otherwise permitted under this Indenture.

“Representatives” means the trustee, agent or representatives, if any, for any Senior Debt.

“Responsible Officer” when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Debt” means:

(1) all Indebtedness of the Issuers or any Guarantor outstanding under Credit Facilities (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization of the Company or any Guarantor, regardless of whether or not a claim for post-filing interest is allowed in such proceedings) and all Hedging Obligations with respect thereto whether outstanding on the date of the indentures or incurred thereafter;

(2) any other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Subsidiary Guarantee; and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2).

20

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or owing by the Company;

(2) any intercompany Indebtedness of the Company or any of its Subsidiaries to the Company or any of its Affiliates;

(3) any trade payables;

(4) the portion of any Indebtedness that is incurred in violation of this Indenture; or

(5) Indebtedness which is classified as non-recourse in accordance with GAAP or any unsecured claim arising in respect thereof by reason of the application of Section 1111(b)(1) of the Bankruptcy Code.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture.

“Special Interest” means all special interest then owing pursuant to the Registration Rights Agreement.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Management Fees” means management fees not in excess of $300,000 per annum, provided that such management fee may increase by an amount equal to $300,000 per annum upon the consummation of each acquisition by the Company or any of its Restricted Subsidiaries of all of the Capital Stock of any Person or all or substantially all of the assets or any business unit or division of any Person, in each case, engaged primarily in a Permitted Business and such Person becomes a Restricted Subsidiary or such assets, business unit or division are acquired by a Restricted Subsidiary subject to a maximum aggregate amount of management fees of $2,000,000 in any twelve-month period, which in the event of a bankruptcy of the Company shall be subordinated to the prior payment in full, in cash, of all Obligations due in respect of the Notes (including interest after the commencement of any bankruptcy proceeding at the rate specified in the Notes) and payment of which shall be suspended during the continuance of a payment default in respect of the Notes.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

21

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to February 15, 2009; provided, however, that if the period from the redemption date to February 15, 2009, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” means The Bank of New York until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries unless such guarantee or credit support is released upon its designation as an Unrestricted Subsidiary.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

22

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

Section 1.02 Other Definitions.

Term	Defined in Section
“Affiliate Transaction”	4.11
“Asset Sale Offer”	3.09
“Authentication Order”	2.02
“Change of Control Offer”	4.15
“Change of Control Payment”	4.15
“Change of Control Payment Date”	4.15
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“incur”	4.09
“Legal Defeasance”	8.02
“Offer Amount”	3.09
“Offer Period”	3.09
“Paying Agent”	2.03
“Payment Blockage Notice”	10.03
“Payment Default”	6.01
“Permitted Debt”	4.09
“Purchase Date”	3.09
“Redemption Date”	3.07
“Registrar”	2.03
“Restricted Payments”	4.07

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes and the Subsidiary Guarantees;

23

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Subsidiary Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Subsidiary Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein have the meanings so assigned to them either in the TIA or SEC rule.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular;

(5) “will” shall be interpreted to express a command;

(6) provisions apply to successive events and transactions; and

(7) references to sections of or rules under the Securities Act, the Exchange Act or the TIA will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating.

(a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibits A1 and A2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage to which the Issuers are subject, if any. Each Note will be dated the date of its authentication. The Notes shall be issued in denominations of $2,000 and integral multiples of $1,000.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

24

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A1 hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions thereof and transfers of interest therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period will be terminated upon the receipt by the Trustee of:

(1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(2) an Officers’ Certificate from the Issuers.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(3) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

At least one Officer must sign the Notes for each of the Issuers by manual or facsimile signature.

25

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual signature of the Trustee or its authenticating agent as provided below. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited.

The Issuers may, pursuant to Article 4 and the terms of this Indenture and applicable law, issue Additional Notes and Exchange Notes under this Indenture. The Notes issued on the date of this Indenture and any Additional Notes subsequently issued shall be treated as a single class for all purposes of this Indenture.

The Trustee will, upon receipt of a written order of the Company signed by at least one Officer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.03 Registrar and Paying Agent.

The Issuers will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes, and the Trustee hereby agrees to so initially act.

Section 2.04 Paying Agent to Hold Money in Trust.

The Issuers will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Special Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default

26

continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it for the purpose of making payments on the Notes to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuers or a Subsidiary of the Issuers) will have no further liability for the money, as Paying Agent, other than to account to the Trustee and the Issuers for any funds disbursed. If the Issuers or a Subsidiary of the Issuers acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any Event of Default under Sections 6.01(7) and 6.01(8) hereof relating to the Issuers, the Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Issuers will furnish or cause the Registrar to furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with TIA § 312(a).

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuers for Definitive Notes if:

(1) the Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;

(2) the Issuers in their sole discretion determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes.

Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

27

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. None of the Issuers, the Trustee nor any agent of the Issuers or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act.

28

Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

29

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

30

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

31

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

32

(E) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note and in the case of clause (C) above, the Regulation S Global Note.

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

33

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

34

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate:

(1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company; and

35

(2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company.

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

(g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS

36

HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.01 AND SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note will bear a Legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

37

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

(3) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(4) Neither the Registrar nor the Issuers will be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of the Notes to be redeemed under Section 3.02 hereof and ending at the close of business on the day of such mailing;

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part;

(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date; or

(D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection wit ha Change of Control Offer or an Asset Sale Offer.

(5) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium and Special Interest, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(6) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile;

(8) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any transfer of any interest in any Note (including any transfers between or among depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine compliance as to form with the express requirements hereof;

38

(9) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note, including reasonable fees and expenses of its counsel and of the Trustee and its counsel.

Every replacement Note issued in accordance with this Section 2.07 is an additional obligation of the Issuers and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers or any Guarantor, or by any Affiliate of the Issuers or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in conclusively relying on any such direction, waiver or consent, only Notes that the a Responsible Officer of the Trustee knows are so owned will be so disregarded.

39

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11 Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of such canceled Notes (subject to the record retention requirement of the Exchange Act) in accordance with its customary procedures. Certification of the destruction of all canceled Notes will be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Issuers default in a payment of interest on the Notes, they will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuers will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13 CUSIP Numbers.

The Company, in issuing the Notes, shall use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and the reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

40

ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth:

(1) the clause of this Indenture pursuant to which the redemption or purchase shall occur;

(2) the redemption or purchase date;

(3) the principal amount of Notes to be redeemed or purchased; and

(4) the redemption or purchase price.

Any optional redemption referenced in such Officers’ Certificate may be cancelled by the Company at any time prior to a notice of redemption being mailed to any Holder and thereafter shall be null and void.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase on a pro rata basis except:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

(2) if otherwise required by law.

In the event of partial redemption, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee will promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption or Purchase.

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption or purchase date, the Issuers will mail or cause to be mailed, by first class mail, a notice of redemption or purchase to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued

41

in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 hereof. Failure to give notice of redemption, or any defect therein to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption of any other Note redeemed in accordance with the provisions of this Indenture.

The notice will identify the Notes to be redeemed or purchased and will state:

(1) the redemption or purchase date;

(2) the redemption or purchase price;

(3) if any Note is being redeemed or purchased in part, the portion of the principal amount of such Note to be redeemed or purchased and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed or unpurchased portion of the original Note will be issued in the name of the Holder of such original Note (unless such unredeemed or unpurchased portion is equal to less than $2,000 in principal amount) or transferred by book entry transfer upon cancellation of the original Note;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption or purchase must be surrendered to the Paying Agent to collect the redemption or purchase price and become due on the date fixed for redemption or purchase;

(6) that, unless the Issuers default in paying the redemption or purchase price, interest and Special Interest, if any, on Notes or portions of Notes called for redemption or purchase ceases to accrue on and after the redemption or purchase date;

(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption or purchase are being redeemed or purchased; and

(8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Issuers’ request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Issuers have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption or Purchase.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

On or prior to 10:00 am Eastern time on any redemption or purchase date, the Issuers will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Special Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly, and in any event within two Business Days after the

42

redemption or purchase date, return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Special Interest, if any, on, all Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuers will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. No Notes in denominations of $2,000 or less shall be redeemed in part or purchased in part unless all of the Notes held by the Holder are to be redeemed or purchased.

Section 3.07 Optional Redemption.

(a) At any time prior to February 15, 2008, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 109.500% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Issuers or a contribution to the common equity capital of the Company from the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that:

(1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution.

(b) Except pursuant to the preceding paragraph, the Notes will not be redeemable at the Issuers’ option prior to February 15, 2009. The Company is not prohibited from acquiring the Notes by means other than a redemption, whether pursuant to an issuer tender offer, open market transactions or otherwise, so long as such acquisition does not otherwise violate the terms of this Indenture.

(c) On or after February 15, 2009, the Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2009	104.750	%
2010	102.375	%
2011 and thereafter	100.000	%

43

Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(d) At any time prior to February 15, 2009, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer (an “Asset Sale Offer”) to all Holders to purchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that Holder’s Notes. The Company will follow the procedures specified below.

The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made pursuant to Section 4.01 hereof.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state:

(1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open;

44

(2) the Offer Amount, the purchase price and the Purchase Date;

(3) that any Note not tendered or accepted for payment will continue to accrue interest;

(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date;

(5) that Holders electing to have any Notes purchased pursuant to an Asset Sale Offer may elect to have such Notes purchased in denominations of $2,000 or integral multiples of $1,000 only;

(6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business at least three Business Days preceding the Purchase Date;

(7) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or integral multiples of $1,000, will be purchased); and

(9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion (to the extent that such unpurchased portion is equal to $2,000 in principal amount or an integral multiple of $1,000) of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof properly tendered and not withdrawn pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes properly tendered and not withdrawn, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each Holder of the Notes properly tendered, and not withdrawn, an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each new Note will be in a principal amount of $2,000 or integral

45

multiples of $1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on, or as soon as practicable after, the Purchase Date.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Issuers will pay or cause to be paid the principal of, premium, if any, and interest and Special Interest, if any, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Special Interest, if any will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. Such Paying Agent shall return to the Company promptly, and in any event, no later than three Business Days following the date of payment, any money (including accrued interest) that exceeds such amount of principal, premium, if any, and interest paid on the Notes. The Issuers will pay all Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday.

The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

Section 4.02 Maintenance of Office or Agency.

The Issuers will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers fail to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuers of their obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

46

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03 Reports.

(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations (together with extensions granted by the SEC):

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

Notwithstanding the foregoing, such requirements will be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of a Shelf Registration Statement by the filing with the SEC of the registration statement relating to the Exchange Offer and/or the Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that any such registration statements are filed within the time periods specified in the Registration Rights Agreement.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC.

(b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

(c) For so long as any Notes remain outstanding, if at any time the Company and the Guarantors are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03,

47

they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Delivery of such reports, information and documents to the Trustee pursuant to such provisions is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with the covenants hereunder.

Section 4.04 Compliance Certificate.

(a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 60 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

(b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of the Issuers’ independent registered public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Issuers have violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c) So long as any of the Notes are outstanding, the Issuers will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Section 4.05 Taxes.

The Issuers will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Issuers and each of the Guarantors covenant (to the extent that it may lawfully do so) that they will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or

48

advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company);

(2) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except (i) a payment of interest or principal at the Stated Maturity thereof or (ii) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of such purchase, repurchase or other acquisition; or

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the date of this Indenture

49

(excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7) and (8) of paragraph (b) of this Section 4.07), is less than the sum, without duplication of:

(A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of this Indenture to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B) 100% of the aggregate Qualified Proceeds received by the Company since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus

(C) to the extent that any Restricted Investment that was made after the date of this Indenture is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus

(D) to the extent that any Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary after the date of this Indenture, the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation; plus

(E) 50% of any dividends received by the Company or a Restricted Subsidiary of the Company that is a Guarantor after the date of this Indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period.

(b) The provisions of Section 4.07(a) hereof will not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(B) of Section 4.07(a) hereof;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

50

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

(5) so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former officer, director, consultant or employee of the Company or any of its Restricted Subsidiaries, and any dividend payment or other distribution by the Company or a Restricted Subsidiary to a direct or indirect parent holding company of the Company utilized for the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of such direct or indirect parent holding company held by any current or former officer, director, employee or consultant of the Company or any of its Restricted Subsidiaries or, in each case to the extent applicable, their respective estates, spouses, former spouses or family members, in each case, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or benefit plan of any kind; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1.0 million in any calendar year period (with unused amounts in any immediately preceding calendar year period being carried over to the succeeding calendar year subject to a maximum carry-over amount of $2.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests of the Company and, to the extent contributed to the Company as common equity capital, Equity Interests of any of the Company’s direct or indirect parent entities, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent entities that occurs after the date of this Indenture, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3)(B) of Section 4.07(a) hereof, plus

(b) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the date of this Indenture, less

(c) the amount of any Restricted Payments previously made pursuant to clauses (a) and (b) of this clause (5);

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options or warrants to the extent such Equity Interests represent a portion of the exercise price of those stock options or warrants;

(7) so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of the Company issued on or after the date of the indenture in accordance with the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof;

(8) Permitted Payments to Parent;

(9) so long as no Default has occurred and is continuing or would be caused thereby, upon the occurrence of a Change of Control and within 60 days after completion of a Change of Control Offer pursuant to Section 4.15 hereof (including the purchase of all Notes tendered), any

51

purchase or redemption of Indebtedness of the Company that is contractually subordinated to the Notes or any Subsidiary Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Change of Control, at a purchase price not greater than 101% of the outstanding principal amount thereof (plus accrued and unpaid interest); provided that, prior to such repayment or repurchase, the Company shall have made the Change of Control Offer with respect to the Notes as required by Section 4.15 hereof, and the Company shall have repurchased all the Notes validly tendered for payment and not withdrawn in connection with such Change of Control Offer;

(10) so long as no Default has occurred and is continuing or would be caused thereby, within 60 days after the completion of an Asset Sale Offer pursuant to Section 4.10 hereof (including the purchase of all Notes tendered), any purchase or redemption of Indebtedness of the Company that is contractually subordinated to the Notes or any Subsidiary Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Asset Sale, at a purchase price not greater than 100% of the outstanding principal amount thereof (plus accrued and unpaid interest) with any Excess Proceeds that remain after consummation of an Asset Sale Offer; provided that, prior to such repayment or repurchase, the Company shall have made the Asset Sale Offer with respect to the Notes as required by Section 4.10 hereof, and the Company shall have repurchased all Notes validly tendered for payment and not withdrawn in connection with such Asset Sale Offer;

(11) payment of fees and reimbursement of other expenses to the Permitted Holders in connection with the Acquisition; and

(12) so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $15.0 million since the date of this Indenture.

(c) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 4.07 will be determined by the Board of Directors of the Company whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $15.0 million.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries or, with respect to any other interest or participation in, or measured by, its profits, pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

52

(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;

(2) this Indenture, the Notes and the Subsidiary Guarantees;

(3) applicable law, rule, regulation or order;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

(5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;

(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) customary limitations on the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, lease agreements, licenses and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

53

(12) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis; and

(13) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (1) and (2) of this Section 4.08(b) above.

Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Issuers and the Guarantors may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

(b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Company (and the Guarantee thereof by the Guarantors) of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1)(with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $420.0 million less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any of its Restricted Subsidiaries since the date hereof to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to Section 4.10 hereof;

(2) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness;

(3) the incurrence by the Issuers and the Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees to be issued on the date of this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount,

54

including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed $10.0 million at any time outstanding;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses (2), (4), (5), (12) or (14) of this Section 4.09(b);

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:

(a) if the Company, DIV Capital or any Guarantor is the obligor on such Indebtedness and the payee is not the Company, DIV Capital or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company or DIV Capital, or the Subsidiary Guarantee, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and

(b) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(9) the guarantee by the Issuers or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, completion and surety bonds, completion guarantees and similar obligations in the ordinary course of business;

55

(11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days; and

(12) the incurrence by the Company or a Restricted Subsidiary of Indebtedness arising from agreements of the Company or such Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the sale or other disposition of any business, assets or Capital Stock of the Company or any Restricted Subsidiary of the Company, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Capital Stock; provided that (A) the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, whether or not cash, actually received by the Company and its Restricted Subsidiaries in connection with such disposition and (B) such Indebtedness is not reflected in the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (B));

(13) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;

(14) the incurrence by any Foreign Subsidiary of the Company of Indebtedness, in an amount not to exceed $5.0 million at any time outstanding; and

(15) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (15), not to exceed $15.0 million.

For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (15) above or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company (in its sole discretion) will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of this Section 4.09(b). The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this Section 4.09; provided, in each such case, that the amount of such accrual, accretion or payment is included in Fixed Charges of the Company as accrued. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

56

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A) the Fair Market Value of such assets at the date of determination; and

(B) the amount of the Indebtedness of the other Person.

Section 4.10 Asset Sales.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following will be deemed to be cash:

(A) Cash Equivalents;

(B) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability;

(C) Replacement Assets;

(D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are, within 180 days of the Asset Sale, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion;

(E) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of Section 4.10(b); and

(F) any Designated Noncash Consideration received by the Company or any Restricted Subsidiary thereof in such Asset Sale having a Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this

57

clause (f) that is at that time outstanding, not to exceed $2.5 million at the time of receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value.

(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option:

(1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;

(3) to make a capital expenditure; or

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.

Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

(c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $5.0 million, within ten days thereof, the Company will make an Asset Sale Offer in accordance with the procedures set forth in Section 3.09 to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Special Interest, if any, to the date of purchase and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

(d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Section 4.11 Transactions with Affiliates.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase

58

any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(2) the Company delivers to the Trustee:

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company; and

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million (other than transactions with Affiliates in connection with joint venture, joint bidding, joint marketing or other similar arrangements for the provision of services in a Permitted Business), an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

(1) any consulting or employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2) transactions between or among the Company and/or its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Company;

(5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company;

(6) Restricted Payments that do not violate Section 4.07 hereof;

(7) payment of Subordinated Management Fees;

(8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding;

59

(9) Permitted Payments to Parent; and

(10) transactions with a joint venture engaged in a Permitted Business; provided that all the outstanding ownership interests of such joint venture are owned only by the Company, its Restricted Subsidiaries and Persons that are not Affiliates of the Company.

Section 4.12 Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets now owned or hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien; provided, that if such Indebtedness is by its terms expressly subordinated to the notes or any Subsidiary Guarantee, the Lien securing such Indebtedness shall be subordinate and junior to the Lien securing the notes and the Subsidiary Guarantees with the same relative priority as such subordinate or junior Indebtedness shall have with respect to the notes and Subsidiary Guarantees.

Section 4.13 Business Activities.

The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Section 4.14 Corporate Existence.

Subject to Article 5 and Section 11.05 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1) its corporate or limited liability company existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; and

(2) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15 Offer to Repurchase Upon Change of Control.

(a) Upon the occurrence of a Change of Control, the Issuers will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within thirty days following any Change of Control, the Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;

60

(2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Note not tendered or accepted for payment will continue to accrue interest;

(4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their election if the Company, the Depositary, or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (to the extent that such unpurchased portion is equal to $2,000 in principal amount or an integral multiple of $1,000) or transferred by book-entry transfer.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15 hereof, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.15 by virtue of such compliance.

(b) On the Change of Control Payment Date, the Issuers will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

61

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers.

The Company, the Depositary, or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Change of Control Payment Date) mail or deliver to each Holder of Notes properly tendered, and not withdrawn, the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in denominations of $2,000 or integral multiples of $1,000. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15.

(c) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer will be retired and cancelled.

Section 4.16 No Layering of Debt.

The Issuers will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to any Senior Debt of the Issuers and senior in right of payment to the Notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in right of payment to such Guarantor’s Subsidiary Guarantee. No such Indebtedness will be considered to be senior by virtue of being secured on a first or junior priority basis. For purposes of this Section 4.16, no Indebtedness will be deemed to be contractually subordinated in right of payment or junior in respect to any other Indebtedness of the Company or a Guarantor solely by virtue of being unsecured or by virtue of the fact that the holders of secured indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Section 4.17 Payments for Consent.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

62

Section 4.18 Additional Subsidiary Guarantees.

If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of this Indenture, then the Company will cause that newly acquired or created Domestic Subsidiary to execute a Subsidiary Guarantee pursuant to a supplemental indenture in form and substance satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created to the effect that such supplemental indenture has been duly authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary, enforceable in accordance with its terms (subject to customary exceptions). The form of such Subsidiary Guarantee is attached as Exhibit E hereto.

Section 4.19 Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Section 4.20 Limitation on the Conduct of Business of DIV Capital

In addition to the other restrictions set forth in the indenture, the indenture will provide that DIV Capital may not hold any material assets, become liable for any material obligations or engage in any significant business activities; provided that DIV Capital may be a co-obligor with respect to Indebtedness if the Company is an obligor of such Indebtedness and the net proceeds of such Indebtedness are received by the Company or one or more of the Company’s Restricted Subsidiaries other than DIV Capital.

63

The Company will not sell or otherwise dispose of any shares of Capital Stock of DIV Capital and will not permit DIV Capital, directly or indirectly, to issue or sell or otherwise dispose of any shares of its Capital Stock.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

(a) The Company shall not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either:

(A) the Company is the surviving corporation; or

(B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that, in the case such Person is not a corporation, a co-obligor of the notes is a corporation;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default or Event of Default exists; and

(4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period;

(a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or

(b) would have a Fixed Charge Coverage Ratio that is greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction.

In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

(b) This Section 5.01 will not apply to:

(1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or

64

(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries.

Section 5.02 Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest on, or Special Interest, if any, with respect to, the Notes, whether or not prohibited by the subordination provisions of this Indenture;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes, whether or not prohibited by the subordination provisions of this Indenture;

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10, 4.15 or 5.01 hereof;

(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary (or the payment of which is guaranteed by the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default:

(A) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

65

(B) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more;

(6) failure by the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary to pay final and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $15.0 million (net of any amounts covered by insurance or pursuant to which the Company is indemnified to the extent that the third party under such agreement honors its obligations thereunder), which judgments are not paid, discharged or stayed for a period of 60 days and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed;

(7) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in an involuntary case,

(C) consents to the appointment of a custodian of it or for all or substantially all of its property,

(D) makes a general assignment for the benefit of its creditors, or

(E) generally is not paying its debts as they become due;

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or

66

(C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; and

(9) except as permitted by this Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee.

Section 6.02 Acceleration.

In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to either Issuer, any Restricted Subsidiary of either Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided that so long as any Indebtedness permitted to be incurred pursuant to the Credit Facilities is outstanding, such acceleration will not be effective until the earlier of (1) the acceleration of such Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration.

Upon any such declaration, the Notes shall become due and payable immediately.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium and Special Interest, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Special Interest, if any, or interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

67

Section 6.05 Control by Majority.

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

A Holder may pursue a remedy with respect to this Indenture or the Notes only if:

(1) such Holder gives to the Trustee written notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and

(5) within such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Special Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Special Interest, if any, and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the

68

Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Special Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Special Interest, if any and interest, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

69

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any certificates or opinions required to be delivered hereunder, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

70

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) appointed with due care.

(d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind solely by reason of such inquiry or investigation.

(h) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to the terms of this Indenture, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

71

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium or Special Interest, if any, or interest on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

(a) Within 60 days after each February 15 beginning with the February 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c).

(b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee in writing when the Notes are listed on any stock exchange and of any delisting thereof.

Section 7.07 Compensation and Indemnity.

(a) The Issuers will pay to the Trustee from time to time such compensation as the Issuers and the Trustee shall from time to time agree to in writing for its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuers will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

72

(b) The Issuers and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee will notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers will not relieve the Issuers or any of the Guarantors of their obligations hereunder. The Issuers or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

(c) The obligations of the Issuers and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture.

(d) To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture.

(e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 hereof;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

73

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national association, the successor corporation or national association without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

Section 7.11 Preferential Collection of Claims Against Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuers may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes and all obligations of the Guarantors upon compliance with the conditions set forth below in this Article 8.

74

Section 8.02 Legal Defeasance and Discharge.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Subsidiary Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Subsidiary Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2) the Issuers’ obligations with respect to such Notes under Article 2 concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and Section 4.02 hereof;

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith; and

(4) this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Subsidiary Guarantees, the Issuers and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section

75

6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Subsidiary Guarantees will be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(5) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium and Special Interest, if any, and interest on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of an election under Section 8.02 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel confirming that:

(A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or

(B) since the date of this Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of an election under Section 8.03 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

76

(6) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and

(7) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Special Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Company.

The Trustee shall promptly, and in any event, no later than three Business Days, pay to the Issuers after request therefor, any excess money or non-callable Government Securities held with respect to the Notes at such time in excess of amounts required to pay any of the Company’s Obligations then owing with respect to the Notes.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium or Special Interest, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium or Special Interest, if any, or interest has become due and payable shall be paid to the Issuers on its request or (if then held by the Issuers) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers.

77

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ and the Guarantors’ obligations under this Indenture and the Notes and the Subsidiary Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium or Special Interest, if any, or interest on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Subsidiary Guarantees without the consent of any Holder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Subsidiary Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(6) to conform the text of this Indenture, the Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum dated February 1, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees or the Notes;

(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or

(8) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; or

78

(9) to comply with the rules of any applicable securities depository.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Special Interest, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes); provided, however, that any amendment to, or waiver of, the provisions of Article 10 hereof that adversely affects the rights of the Holders of the Notes will require the consent of the Holders of at least 75% in aggregate principal amount of the Notes then outstanding.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

79

(2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof);

(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or premium or Special Interest, if any, or interest on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Special Interest, if any, on, the Notes;

(7) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof);

(8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(9) make any change in the preceding amendment and waiver provisions.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes will be set forth in a amended or supplemental indenture that complies with the TIA as then in effect.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

80

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee shall receive and (subject to Section 7.01 hereof) will be fully protected in conclusively relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE 10

SUBORDINATION

Section 10.01 Agreement to Subordinate.

The Issuers agree, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes, including the payment of principal, interest and premium and Special Interest, if any, is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt.

Section 10.02 Liquidation; Dissolution; Bankruptcy.

Upon any distribution to creditors (1) in a liquidation or dissolution of the Company or DIV Capital; (2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or DIV Capital or their respective property; (3) in an assignment for the benefit of creditors or (4) any marshaling of the Company’s or DIV Capital’s assets and liabilities:

(1) the holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the documentation governing the applicable Senior Debt) before the Holders will be entitled to receive any payment with respect to the Notes (except that the Holders may receive and retain Permitted Junior Securities and payments made from any trust created pursuant to Article 8 or Article 12 hereof); and

(2) until all Obligations with respect to Senior Debt (as provided in clause (1) above) are paid in full, any distribution to which Holders would be entitled but for this Article 10 will be made to holders of Senior Debt (except that the Holders may receive and retain Permitted Junior Securities and payments made from any trust created pursuant to Article 8 or Article 12 hereof), as their interests may appear.

Section 10.03 Default on Designated Senior Debt.

(a) The Issuers may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes, including the payment of principal, interest and premium and Special Interest, if any, and may not acquire from the Trustee or any Holder any Notes for cash or property (other than Permitted Junior Securities and payments made from any trust created pursuant to

81

Article 8 or Article 12 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:

(1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Designated Senior Debt; or

(2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Company or the holders of any Designated Senior Debt. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice may be delivered or will be effective for purposes of this Section 10.03 unless and until (A) at least 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium and Special Interest, if any, and interest on the Notes that have come due have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee may be, or may be made, the basis for a subsequent Payment Blockage Notice unless such default has have been waived for a period of not less than 90 days.

Notwithstanding the foregoing, the Issuers may make payment on the Notes if the Issuers and the Trustee receive written notice approving such payment from the holders of any Designated Senior Debt with respect to which either of the events set forth in clauses (1) and (2) of this paragraph has occurred and is continuing.

(b) The Company may and will resume payments on and distributions in respect of the Notes at the first to occur of the following:

(1) in the case of a payment default, upon the date upon which such default is cured or waived; or

(2) in the case of any other default, upon the earlier of (i) the date on which such default is cured or waived, (ii) 179 days after the date on which the applicable Payment Blockage Notice is received, or (iii) the date the Trustee receives notice from a Representative of the Designated Senior Debt, rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated,

Section 10.04 Acceleration of Notes.

If payment of the Notes is accelerated because of an Event of Default, the Issuers must promptly notify the Representatives of Senior Debt of the acceleration.

Section 10.05 When Distribution Must Be Paid Over.

In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes, including the payment of principal, interest and premium and Special Interest, if any, (other than Permitted Junior Securities and payments made from any trust created pursuant to Article 8 or Article 12 hereof) at a time when (i) the payment is prohibited by this Article 10, and (2) the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by this Article 10, then such payment will be held by the Trustee or such Holder, as the case may be, in trust for the benefit of,

82

and will be paid forthwith over and delivered, upon written request of the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to such Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

Section 10.06 Notice by Issuers.

The Issuers will promptly notify the Trustee and the Paying Agent of any facts known to the Issuers that would cause a payment of any Obligations with respect to the Notes to violate this Article 10, but failure to give such notice will not affect the subordination of the Notes to the Senior Debt as provided in this Article 10.

Section 10.07 Subrogation.

After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes will be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of Senior Debt. A distribution made under this Article 10 to holders of Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Issuers and Holders, a payment by the Issuers on the Notes.

Section 10.08 Relative Rights.

This Article 10 defines the relative rights of Holders of Notes and holders of Senior Debt. Nothing in this Indenture will:

(1) impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of, premium and interest and Special Interest, if any, on, the Notes in accordance with their terms;

(2) affect the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Debt; or

(3) prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes.

If the Issuers fail because of this Article 10 to pay principal of, premium or interest or Special Interest, if any, on, a Note on the due date, the failure is still a Default or Event of Default.

83

Section 10.09 Subordination May Not Be Impaired by Company.

No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Notes may be impaired by any act or failure to act by the Issuers or any Holder or by the failure of the Issuers or any Holder to comply with this Indenture.

Section 10.10 Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative.

Upon any payment or distribution of assets of the Issuers referred to in this Article 10, the Trustee and the Holders of Notes will be entitled conclusively to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11 Rights of Trustee and Paying Agent.

Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the Trustee will not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee has received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article 10. Only the Issuers or a Representative may give the notice. Nothing in this Article 10 will impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

Section 10.12 Authorization to Effect Subordination.

Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 10, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

ARTICLE 11

SUBSIDIARY GUARANTEES

Section 11.01 Guarantee.

(a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the

84

Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

(1) the principal of, premium and Special Interest, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and interest on, or Special Interest, if any, on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Section 11.02 Subordination of Subsidiary Guarantee.

The Obligations of each Guarantor under its Subsidiary Guarantee pursuant to this Article 11 will be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Notes are junior

85

and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders will have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 11.03 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.04 Execution and Delivery of Subsidiary Guarantee.

To evidence its Subsidiary Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.18 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 11, to the extent applicable.

Section 11.05 Guarantors May Consolidate, etc., on Certain Terms.

Except as otherwise provided in Section 11.06 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and

86

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Sections 3.09 and 4.10 hereof.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof.

Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuers or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 11.06 Releases.

(a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee.

87

(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee.

Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 11.06 will remain liable for the full amount of principal of and interest and premium and Special Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

ARTICLE 12

SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1) either:

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Special Interest, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound;

(3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(4) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Issuers must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

88

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 12.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Special Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuers have made any payment of principal of, premium or Special Interest, if any, or interest on, any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

Section 12.03 Repayment to the Company.

The Trustee shall promptly, and in any event, no later than three Business Days, pay to the Issuers after request therefor, any excess money or non-callable Government Securities held with respect to the Notes at such time in excess of amounts required to pay any of the Company’s Obligations then owing with respect to the Notes.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium or Special Interest, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium or Special Interest, if any, or interest has become due and payable shall be paid to the Issuers on its request or (if then held by the Issuers) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers.

89

ARTICLE 13

MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control.

Section 13.02 Notices.

Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers and/or any Guarantor:

DynCorp International LLC

8445 Freeport Parkway

Suite 400

Irving, Texas 75063

Facsimile No.: 972-929-2853

Attention: Chief Financial Officer

With a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Facsimile No.: 212-593-5955

Attention: Michael R. Littenberg, Esq.

If to the Trustee:

The Bank of New York

101 Barclay Street

Floor 8W

New York, New York 10286

Facsimile No.: 212-815-5707

Attention: Corporate Trust Administration

The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed

90

to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuers mail a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Section 13.03 Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 13.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Notwithstanding the foregoing, no such Officers’ Certificate or Opinion of Counsel shall be given with respect to the authentication and delivery of any Initial Notes.

Section 13.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

91

Section 13.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, manager, incorporator (or Person forming any limited liability company), stockholder, agent or member of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and Subsidiary Guarantees.

Section 13.08 Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.10 Successors.

All agreements of the Issuers in this Indenture and the Notes will bind their successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 11.06 hereof.

Section 13.11 Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 13.12 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 13.13 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

92

[signatures on following page]

93

SIGNATURES

Dated as of February 11, 2005

DIV CAPITAL CORPORATION a Delaware Corporation
By:	/s/ Robert B. McKeon
	Name:
	Title:

DYNCORP INTERNATIONAL LLC, a Delaware limited liability company
By:	/s/ Stephen J. Cannon
	Name:
	Title:

DTS AVIATION SERVICES LLC, a Nevada limited liability company
By:	/s/ Stephen J. Cannon
	Name:
	Title:

DYNCORP AEROSPACE OPERATIONS LLC, a Delaware limited liability company
By:	/s/ Stephen J. Cannon
	Name:
	Title:

DYNCORP INTERNATIONAL SERVICES LLC, a Virginia limited liability corporation
By:	/s/ Stephen J. Cannon
	Name:
	Title:

B

DYN MARINE SERVICES LLC, a California limited liability company
By:	/s/ Stephen J. Cannon
	Name:
	Title:
DYN MARINE SERVICES OF VIRGINIA LLC, a Virginia limited liability company
By:	/s/ Stephen J. Cannon
	Name:
	Title:
SERVICES INTERNATIONAL LLC, a Delaware limited liability company
By:	/s/ Stephen J. Cannon
	Name:
	Title:
WORLDWIDE HUMANITARIAN SERVICES LLC, a Delaware limited liability company
By:	/s/ Stephen J. Cannon
	Name:
	Title:
THE BANK OF NEW YORK a New York banking corporation, as Trustee
By:	/s/ Beata Hryniewicka
	Name:
	Title:

[Face of Note]

CUSIP/CINS                     

9.50% Senior Subordinated Notes due 2013

No.         $                    

DYNCORP INTERNATIONAL LLC

DIV CAPITAL CORPORATION

promises to pay to [            ] or registered assigns,

the principal sum of _________________________________________________________________________________ DOLLARS on February 15, 2013.

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

DYNCORP INTERNATIONAL LLC
DIV CAPITAL CORPORATION
By:
	Name:
	Title:

Dated:                     , 200    

This is one of the Notes referred to

in the within-mentioned Indenture:

as Trustee

By:
	Authorized Signatory

A1-1

[Back of Note]

9.50% Senior Subordinated Notes due 2013

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST. DynCorp International LLC, a Delaware limited liability company (the “Company”) and DIV Capital Corporation, a Delaware corporation (“DIV Capital” and together with the Company, the “Issuers”), promises to pay interest on the principal amount of this Note at 9.50% per annum from                     , 20     until maturity and shall pay the Special Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Company will pay interest and Special Interest, if any, semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be                     , 20    . The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

(2) METHOD OF PAYMENT. The Issuers will pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the February 1 or August 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Special Interest, if any, and interest at the office or agency of the Company, Paying Agent or Registrar maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest and Special Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Special Interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

A1-2

(4) INDENTURE. The Company issued the Notes under an Indenture dated as of February 11, 2005 (the “Indenture”) among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and to the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Issuers. Subject to the conditions set forth in the Indenture, the Issuers may issue Additional Notes.

(5) OPTIONAL REDEMPTION.

(a) Except as set forth in subparagraph (b) of this Paragraph 5, the Issuers will not have the option to redeem the Notes prior to February 15, 2009. On or after February 15, 2009, the Issuers will have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2009	104.750	%
2010	102.375	%
2011 and thereafter	100.000	%

Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to February 15, 2008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of an Equity Offering at a redemption price equal to 109.500% of the aggregate principal amount thereof, plus accrued and unpaid interest and Special Interest, if any to the redemption date; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution.

(c) At any time prior to February 15, 2009 the Issuers may also redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of the holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

A1-3

(6) MANDATORY REDEMPTION.

The Issuers will not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7) REPURCHASE AT THE OPTION OF HOLDER.

(a) If there is a Change of Control, the Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will commence an offer in accordance with Section 3.09 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(8) NOTICE OF REDEMPTION OR PURCHASE. Notice of redemption or purchase will be mailed at least 30 days but not more than 60 days before the redemption or purchase date to each Holder whose Notes are to be redeemed or purchased at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed or purchased in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any

A1-4

Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

(10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

(11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event or Default or compliance with any provision of the Indenture or the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Subsidiary Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Issuers’ or a Guarantor’s obligations to Holders of the Notes and Subsidiary Guarantees in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum dated February 1, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes.

(12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on, or Special Interest, if any, with respect to the Notes, whether or not prohibited by the subordination provisions of the Indenture; (ii) default in the payment when due of the principal of, or premium, if any, on, the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, whether or not prohibited by the subordination provisions of the Indenture, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Subsidiary Guarantee. If any Event of Default

A1-5

occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Special Interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(13) SUBORDINATION. Payment of principal, interest and premium and Special Interest, if any, on the Notes is subordinated to the prior payment of Senior Debt on the terms provided in the Indenture.

(14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the Trustee subject to the relevant provisions of the TIA.

(15) NO RECOURSE AGAINST OTHERS. A past, present or future director, officer, employee, manager, incorporator (or Person forming any limited liability company), stockholder, agent or member of the Issuers or any of the Guarantors, as such, will not have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes and the Subsidiary Guarantees.

(16) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Exchange and Registration Rights Agreement dated as of February 11, 2005, among the Issuers, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Issuers,

A1-6

the Guarantors and the other parties thereto, relating to rights given by the Issuers and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

DynCorp International

8445 Freeport Parkway

Suite 400

Irving, Texas 75063

Facsimile No.: [                ]

Attention: Chief Financial Officer

A1-7

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:                                                                                                                                                  

(Insert assignee’s legal name)                                                                                          

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                   to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:                                              

Your Signature:                                                                                  

(Sign exactly as your name appears on the face of this
Note)

Signature Guarantee*:                                                                                  

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A1-8

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

– Section 4.10 – Section 4.15

If you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$                                

Date:                                 

Your Signature:                                                                                  

(Sign exactly as your name appears on the face of this
Note)

Tax Identification No.:                                                                     

Signature Guarantee*:                                                                                  

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A1-9

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange
Amount of
decrease in
Principal Amount
[at maturity] of
this Global Note
Amount of
increase in
Principal Amount
[at maturity] of
this Global Note
Principal Amount
[at maturity] of
this Global Note
following such
decrease (or increase) Signature of
authorized
signatory of
Trustee or
Custodian

* This schedule should be included only if the Note is issued in global form.

A1-10

[Face of Regulation S Temporary Global Note]

CUSIP/CINS                     

9.50% Senior Subordinated Notes due 2013

No.          $                     

DYNCORP INTERNATIONAL LLC

DIV CAPITAL CORPORATION

promises to pay to                      or registered assigns,

the principal sum of _________________________________________________________________________________ DOLLARS

on             , 2013.

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

DYNCORP INTERNATIONAL LLC
DIV CAPITAL CORPORATION
By:
	Name:
	Title:

Dated:                     , 200_

This is one of the Notes referred to

in the within-mentioned Indenture:

as Trustee

By:

Authorized Signatory

A2-1

[Back of Regulation S Temporary Global Note]

9.500% Senior Subordinated Notes due 2013

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION

A2-2

EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST. DynCorp International LLC, a Delaware limited liability company (the “Company”) and DIV Capital Corporation, a Delaware corporation (“DIV Capital” and together with the Company, the “Issuers”), promises to pay interest on the principal amount of this Note at 9.50% per annum from                     , 20     until maturity and shall pay the Special Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Company will pay interest and Special Interest, if any, semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be                     , 20    . The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture.

(2) METHOD OF PAYMENT. The Issuers will pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the February 1 or August 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Special Interest, if any, and interest at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest and Special Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Special Interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

A2-3

(4) INDENTURE. The Issuers issued the Notes under an Indenture dated as of February 11, 2005 (the “Indenture”) among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and to the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Issuers. Subject to the conditions set forth in the Indenture, the Issuers may issue Additional Notes.

(5) OPTIONAL REDEMPTION.

(a) Except as set forth in subparagraph (b) of this Paragraph 5, the Issuers will not have the option to redeem the Notes prior to February 15, 2009. On or after February 15, 2009, the Issuers will have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2009	104.750	%
2010	102.375	%
2011 and thereafter	100.000	%

Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to February 15, 2008, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of an Equity Offering at a redemption price equal to 109.500% of the aggregate principal amount thereof, plus accrued and unpaid interest and Special Interest, if any to the redemption date; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution.

(c) At any time prior to February 15, 2009 the Issuers may also redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of the holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

A2-4

(6) MANDATORY REDEMPTION.

The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7) REPURCHASE AT THE OPTION OF HOLDER.

(a) If there is a Change of Control, the Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will commence an offer in accordance with Section 3.09 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(8) NOTICE OF REDEMPTION OR PURCHASE. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption or purchase date to each Holder whose Notes are to be redeemed or purchased at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed or purchased in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any

A2-5

Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

This Regulation S Temporary Global Note is exchangeable in whole or in part for one or more Global Notes only (i) on or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation of certificates (accompanied by an Opinion of Counsel, if applicable) required by Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global Note for one or more Global Notes, the Trustee shall cancel this Regulation S Temporary Global Note.

(10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

(11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Subsidiary Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Issuers’ or a Guarantor’s obligations to Holders of the Notes and Subsidiary Guarantees in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum dated February 1, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes.

(12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on, or Special Interest, if any, with respect to the Notes, whether or not prohibited by the subordination provisions of the Indenture; (ii) default in the payment when due of the principal of, or premium, if any, on, the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, whether or not prohibited by the subordination provisions of the Indenture, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the

A2-6

payment of money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Special Interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(13) SUBORDINATION. Payment of principal, interest and premium and Special Interest, if any, on the Notes is subordinated to the prior payment of Senior Debt on the terms provided in the Indenture.

(14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the Trustee subject to the relevant provisions of the TIA.

(15) NO RECOURSE AGAINST OTHERS. A past, present or future director, officer, employee, manager, incorporator (or Person forming any limited liability company), stockholder, agent or member of the Issuers or any of the Guarantors, as such, will not have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

(16) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

A2-7

(18) ADDITIONAL RIGHTS OF HOLDERS. In addition to the rights provided to Holders of Notes under the Indenture, Holders of this Regulation S Temporary Global Note will have all the rights set forth in the Exchange Registration Rights Agreement dated as of February 11, 2005, among the Issuers, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders thereof will have the rights set forth in one or more registration rights agreements, if any, among the Issuers, the Guarantors and the other parties thereto, relating to rights given by the Issuers and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

DynCorp International

8445 Freeport Parkway

Suite 400

Irving, Texas 75063

Facsimile No.: [            ]

Attention: Chief Financial Officer

A2-8

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)                                                                             

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:                     

Your Signature:

(Sign exactly as your name appears on the face of this

Note)

Signature Guarantee*:                                              

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-9

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

– Section 4.10 – Section 4.15

If you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$                    

Date:                     

Your Signature:                                                           

(Sign exactly as your name appears on the face of this

Note)

Tax Identification No.:                                               

Signature Guarantee*:                                 

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-10

SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE

The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made:

Date of Exchange
Amount of decrease in
Principal Amount [at maturity] of this Global Note Amount of increase in Principal Amount [at maturity] of this Global Note Principal Amount
[at maturity] of
this Global Note
following such
decrease (or increase) Signature of
authorized
signatory of
Trustee or
Custodian

A-2-11

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

DynCorp International

8445 Freeport Parkway

Suite 400

Irving, Texas 75063

Facsimile No.: [            ]

Attention: Chief Financial Officer

The Bank of New York

101 Barclay Street, 8 West

New York, New York 10286

Attention: Corporate Trust Administration

Re: 9.50% Senior Subordinated Notes due February 15, 2013

Reference is hereby made to the Indenture, dated as of February 11, 2005 (the “Indenture”), among DynCorp International LLC, a Delaware limited liability company (the “Company”) and DIV Capital Corporation, a Delaware corporation (“DIV Capital” and together with the Company, the “Issuers”), the Guarantors party thereto and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $             in such Note[s] or interests (the “Transfer”), to                              (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ¨ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2. ¨ Check if Transferee will take delivery of a beneficial interest in the Regulation S Temporary Global Note, the Regulation S Permanent Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and

B-1

neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Permanent Global Note, the Regulation S Temporary Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

3. ¨ Check and complete if Transferee will take delivery of a beneficial interest in a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ¨ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) ¨ such Transfer is being effected to the Company or a subsidiary thereof;

or

(c) ¨ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. ¨ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a) ¨ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) ¨ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

B-2

(c) ¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ¨ a beneficial interest in the:

(i) ¨ 144A Global Note (CUSIP             ), or

(ii) ¨ Regulation S Global Note (CUSIP             ), or

(b) ¨ a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ¨ a beneficial interest in the:

(i) ¨ 144A Global Note (CUSIP             ), or

(ii) ¨ Regulation S Global Note (CUSIP             ), or

(iv) ¨ Unrestricted Global Note (CUSIP             ); or

(b) ¨ a Restricted Definitive Note; or

(c) ¨ an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

DynCorp International

8445 Freeport Parkway

Suite 400

Irving, Texas 75063

Facsimile No.: [                    ]

Attention: Chief Financial Officer

The Bank of New York

101 Barclay Street, 8 West

New York, New York 10286

Attention: Corporate Trust Administration

Re: 9.50% Senior Subordinated Notes due February 15, 2013

(CUSIP                                  )

Reference is hereby made to the Indenture, dated as of February 11, 2005 (the “Indenture”), among DynCorp International LLC, a Delaware limited liability company (the “Company”) and DIV Capital Corporation, a Delaware corporation (“DIV Capital” and together with the Company, the “Issuers”), the Guarantors party thereto and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                                         , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                         in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a)  ¨    Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)  ¨    Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

(c)  ¨    Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d)  ¨    Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a)  ¨    Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b)  ¨    Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ¨ 144A Global Note, ¨ Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

C-2

	[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                                                  

C-3

EXHIBIT D

[FORM OF NOTATION OF GUARANTEE]

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of February 11, 2005 (the “Indenture”) among DynCorp International LLC (the “Company”), DIV Capital Corporation, a Delaware corporation (“DIV Capital” and together with the Company, the “Issuers”), the Guarantors party thereto and The Bank of New York, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and Special Interest, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[NAME OF GUARANTOR(S)]
By:
	Name:
	Title:

D-1

EXHIBIT E

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                                         , 200    , among                                  (the “Guaranteeing Subsidiary”), a subsidiary of DynCorp International LLC (the “Company”), DIV Capital Corporation, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of February 11, 2005 providing for the issuance of 9.50% Senior Subordinated Notes due 2013 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 11 thereof.

4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, manager, incorporator (or Person forming any limited liability company), stockholder, agent or member of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and Subsidiary Guarantees.

5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

E-1

EXHIBIT D

6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

E-2

EXHIBIT D

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:                             , 20      

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
[ISSUERS]
By:
	Name:
	Title:
[Existing Guarantors]
By:
	Name:
	Title:
THE BANK OF NEW YORK,
as Trustee
By:
	Name:
	Title:

E-3

EX-4.2

Exhibit 4.2

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 6, 2005, among DynCorp International of Nigeria LLC (the “Guaranteeing Subsidiary”), a Delaware limited liability company and a subsidiary of the Company (as hereinafter defined), DynCorp International LLC (the “Company”), DIV Capital Corporation (the “Co-issuer,” and collectively with the Company, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of February 11, 2005, providing for the issuance of 9.50% Senior Subordinated Notes due 2013 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 11 thereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, manager, incorporator (or Person forming any limited liability company), stockholder, agent or member of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and Subsidiary Guarantees.

1

4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: May 6, 2005

DYNCORP INTERNATIONAL OF NIGERIA LLC
By:	/s/ H. Montgomery Hougen
Name:	H. Montgomery Hougen
Title:	Vice President, Secretary & Deputy General Counsel
DYNCORP INTERNATIONAL LLC
By:	/s/ H. Montgomery Hougen
Name:	H. Montgomery Hougen
Title:	Vice President, Secretary & Deputy General Counsel
DIV CAPITAL CORPORATION
By:	/s/ H. Montgomery Hougen
Name:	H. Montgomery Hougen
Title:	Vice President, Secretary & Deputy General Counsel
DYN MARINE SERVICES LLC
By:	/s/ H. Montgomery Hougen
Name:	H. Montgomery Hougen
Title:	Vice President, Secretary & Deputy General Counsel
DYN MARINE SERVICES OF VIRGINIA LLC
By:	/s/ H. Montgomery Hougen
Name:	H. Montgomery Hougen
Title:	Vice President, Secretary & Deputy General Counsel
DYNCORP AEROSPACE OPERATIONS LLC
By:	/s/ H. Montgomery Hougen
Name:	H. Montgomery Hougen
Title:	Vice President, Secretary & Deputy General Counsel
DYNCORP INTERNATIONAL SERVICES LLC
By:	/s/ H. Montgomery Hougen
Name:	H. Montgomery Hougen
Title:	Vice President, Secretary & Deputy General Counsel

3

SERVICES INTERNATIONAL LLC
By:	/s/ H. Montgomery Hougen
Name:	H. Montgomery Hougen
Title:	Vice President, Secretary & Deputy General Counsel
WORLDWIDE HUMANITARIAN SERVICES LLC
By:	/s/ H. Montgomery Hougen
Name:	H. Montgomery Hougen
Title:	Vice President, Secretary & Deputy General Counsel
DTS AVIATION SERVICES LLC
By:	/s/ H. Montgomery Hougen
Name:	H. Montgomery Hougen
Title:	Vice President, Secretary & Deputy General Counsel
THE BANK OF NEW YORK, as Trustee
By:	/s/ Beata Hryniewicka
Name:	Beata Hryniewicka
Title:	Assistant Treasurer

4

EX-4.4

Exhibit 4.4

EXECUTION COPY

DI Finance Sub LLC

to be merged with and into

DynCorp International LLC

DIV Capital Corporation

9.500% Senior Subordinated Notes due 2013

unconditionally guaranteed as to the

payment of principal, premium,

if any, and interest by the Guarantors named on Schedule I hereto

Exchange and Registration Rights Agreement

February 11, 2005

Goldman, Sachs & Co.,

Bear, Stearns & Co., Inc.

As representatives of the several Purchasers

named in Schedule I to the Purchase Agreement

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Ladies and Gentlemen:

DI Finance Sub LLC, a Delaware limited liability company (“DI Finance”), to be merged with and into DynCorp International LLC, a Delaware limited liability company (“DynCorp International” and together with DI Finance, the “Company”), and DIV Capital Corporation, a wholly-owned subsidiary of the Company with nominal assets that conducts no operations (“DIV Capital,” and together with the Company, the “Issuers”) propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 9.500% Senior Subordinated Notes, due 2013, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings:

“Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Exchange and Registration Rights Agreement.

1

“Blackout Period” has the meaning assigned thereto in Section 2(f) hereof.

The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

“Closing Date” shall mean the date on which the Securities are initially issued.

“Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

“Conduct Rules” shall have the meaning assigned thereto in Section 3(d)(xix) hereof.

“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

“Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof.

“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.

“Guarantor” shall have the meaning assigned thereto in the Indenture.

The term “holder” shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

“Indenture” shall mean the Indenture, dated as of February 11, 2005, between the Issuers, the Guarantors and The Bank of New York, as Trustee, as the same shall be amended from time to time.

“NASD” has the meaning assigned thereto in Section 3(d)(xix) hereof.

“Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

The term “person” shall mean a corporation, association, limited liability company, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

2

“Purchase Agreement” shall mean the Purchase Agreement, dated as of February 1, 2005, between the Purchasers, the Guarantors and the Issuers relating to the Securities.

“Purchasers” shall mean the Purchasers named in Schedule I to the Purchase Agreement.

“Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a) hereof, is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 until resale of such Registrable Security has been effected within the 180-day period referred to in Section 2(a) hereof); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Issuers or pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to be outstanding.

“Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof.

“Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.

“Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.

“Restricted Holder” shall mean (i) a holder that is an affiliate of either of the Issuers within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from either of the Issuers.

“Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

“Securities” shall mean, collectively, the 9.500% Senior Subordinated Notes, due 2013, of the Issuers to be issued and sold to the Purchasers, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is entitled to the benefit of the guarantee provided for in the Indenture (the “Guarantee”) and, unless the context otherwise requires, any reference herein to a “Security,” an “Exchange Security” or a “Registrable Security” shall include a reference to the related Guarantee.

“Securities Act” shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

3

“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.

“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.

“Special Interest” shall have the meaning assigned thereto in Section 2(c) hereof.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Exchange and Registration Rights Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Exchange and Registration Rights Agreement as a whole and not to any particular Section or other subdivision.

2. Registration Under the Securities Act.

(a) Except as set forth in Section 2(b) below, the Issuers agree to file under the Securities Act, as soon as practicable, but no later than 180 days after the Closing Date, or if the 180th day is not a business day the first business day thereafter, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuers and guaranteed by the Guarantors, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuers agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as reasonably practicable, but no later than 270 days after the Closing Date, or if the 270th day is not a business day, the first business day thereafter. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use all commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 business days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Registration Statement applicable to resales by any broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Issuers) and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and

4

(ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

(b) If (i) the Issuers and the Guarantors are not permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy; (ii) the Exchange Offer has not been completed within 310 days following the Closing Date or (iii) any Restricted Holder notifies the Issuers prior to the 15th business day following consummation of the Exchange Offer that (a) it is prohibited by law or Commission policy from participating in the Exchange Offer, (b) it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (c) it is a broker-dealer and owns Securities acquired directly from the Issuers or an affiliate of either Issuer, the Issuers shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file under the Securities Act as soon as reasonably practicable, but no later than 45 business days after the time such obligation to file arises, a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers agree to use all commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 150 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective (other than during any Blackout Period (as defined in Section 2(f) below)) for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(d)(iii) hereof. The Issuers further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission.

5

(c) In the event that (i) the Issuers have not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b) hereof, respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 business days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter either be withdrawn by the Issuers or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein, including any Blackout Period permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default(s) has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default(s), subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the outstanding principal amount of the Registrable Securities at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period.

(d) The Issuers shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantee under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

(e) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

(f) Notwithstanding anything herein to the contrary, the Issuers, upon advising the Purchasers in writing, may, pursuant to the advice of outside counsel to the Issuers, delay the filing or effectiveness of any Exchange Registration Statement or Shelf Registration Statement (if not filed or effective, as applicable) or suspend, or otherwise fail to maintain, the effectiveness thereof or cease to permit the use of the prospectus included therein for a period (the “Blackout Period”) not to exceed an aggregate of 60 days in any twelve consecutive month period in the event that (i) the Boards of Directors or Board of Managers, as the case may be, of the Issuers reasonably and in good faith determines that the premature disclosure of a material event at such time could reasonably be expected to have a material adverse effect on the Issuers’ business, operations or prospects or (ii) the disclosure otherwise relates to a material business transaction which has not been publicly disclosed and the Boards of Directors or Board of Managers, as the case may be, of the Issuers reasonably and in good faith determines that any such disclosure could reasonably be expected to jeopardize the success of such transaction; provided, that, upon the termination of such Blackout Period, the Issuers promptly shall advise the Purchasers that such Blackout Period has been terminated.

6

3. Registration Procedures.

If the Issuers file a registration statement pursuant to Section 2(a) or Section 2(b) hereof, the following provisions shall apply:

(a) At or before the Effective Time of the Exchange Offer or the Shelf Registration, as the case may be, the Issuers shall qualify the Indenture under the Trust Indenture Act of 1939.

(b) In the event that such qualification would require the appointment of a new trustee under the Indenture, the Issuers shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(c) In connection with the Issuers’ obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) hereof (the “Exchange Registration”), if applicable, the Issuers shall, as soon as reasonably practicable (or as otherwise specified):

(i) prepare and file with the Commission, as soon as reasonably practicable but no later than 180 days after the Closing Date, or if the 180th day is not a business day, the first business day thereafter, an Exchange Registration Statement on any form which may be utilized by the Issuers and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a) hereof, and use all commercially reasonable efforts to cause such Exchange Registration Statement to become effective as soon as reasonably practicable thereafter, but no later than 270 days after the Closing Date, or if the 270th day is not a business day, the first business day thereafter;

(ii) as soon as reasonably practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

(iii) promptly notify each broker-dealer that has requested or received copies of the prospectus included in such registration statement, and confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or

7

regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Issuers contemplated by Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(iv) in the event that the Issuers would be required, pursuant to Section 3(e)(iii)(F) above, to notify any broker-dealers holding Exchange Securities, promptly prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(v) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(vi) use all commercially reasonable efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that neither the Issuers nor the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of formation, certificate of incorporation, limited liability company agreement or by-laws, as applicable, or any agreement between it and its stockholders;

(vii) use all commercially reasonable efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period;

8

(viii) provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time; and

(ix) comply with all applicable rules and regulations of the Commission, and make generally available to their securityholders as soon as reasonably practicable but no later than eighteen months after the effective date of such Exchange Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Issuers, Rule 158 thereunder).

(d) In connection with the Issuers’ obligations with respect to the Shelf Registration, if applicable, the Issuers shall, as soon as practicable (or as otherwise specified):

(i) prepare and file with the Commission, as soon as reasonably practicable but in any case within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Issuers and which shall register all of the Registrable Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders and use all commercially reasonable efforts to cause such Shelf Registration Statement to become effective (other than during any Blackout Period, as defined in Section 2(f) hereof) as soon as reasonably practicable but in any case within the time periods specified in Section 2(b) hereof;

(ii) not less than 30 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Issuers by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Issuers;

(iii) after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Issuers shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Issuers;

(iv) as soon as reasonably practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf

9

Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission;

(v) comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

(vi) provide (A) the Electing Holders, (B) the underwriters (which term, for purposes of this Exchange and Registration Rights Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and (E) not more than one counsel for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto;

(vii) for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b) hereof, make available at reasonable times at the Issuers’ principal places of business or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) hereof who shall certify to the Issuers that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Issuers, and cause the officers, employees, counsel and independent certified public accountants of the Issuers to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in Section 3(d)(vi) hereof, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Issuers as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such Shelf Registration Statement or otherwise, but not because of disclosure by such person or its representatives that was otherwise in breach of this provision), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Issuers prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(viii) promptly notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such underwriter for such purpose)

10

and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Issuers contemplated by Section 3(d)(xvii) or Section 5 hereof cease to be true and correct in all material respects, (E) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(ix) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(x) if requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or underwriters, such agent or such Electing Holder reasonably specifies should be included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable Securities being sold by such Electing Holder or agent or to any underwriters, the name and description of such Electing Holder, agent or underwriter, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other material terms of the offering of the Registrable Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(xi) furnish to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(d)(vi) hereof an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder of Registrable Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration

11

Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Issuers hereby consent to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Issuers, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

(xii) use all commercially reasonable efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect (other than during any Blackout Period) and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration Statement is required to remain effective under Section 2(b) above and for so long as may be necessary to enable any such Electing Holder, agent or underwriter to complete its distribution (as long as such distribution is commenced during the period the Shelf Registration Statement is required to remain effective under Section 2(b) above) of Securities pursuant to such Shelf Registration Statement and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that neither the Issuers nor the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of formation, certificate of incorporation, limited liability company agreement or by-laws, as applicable, or any agreement between it and its stockholders;

(xiii) use all commercially reasonable efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Registrable Securities;

(xiv) unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange

12

upon which any Registrable Securities are listed, shall be printed, penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Registrable Securities;

(xv) provide a CUSIP number for all Registrable Securities, not later than the applicable Effective Time;

(xvi) enter into one or more underwriting agreements, engagement letters, agency agreements, “commercially reasonable efforts” underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as any Electing Holders aggregating at least 25% in aggregate principal amount of the Registrable Securities at the time outstanding shall request in order to expedite or facilitate the disposition of such Registrable Securities;

(xvii) whether or not an agreement of the type referred to in Section 3(d)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, (A) make such representations and warranties to the Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) obtain an opinion of counsel (which may be in-house counsel) to the Issuers in customary form and covering such matters, of the type customarily covered by such an opinion, as the managing underwriters, if any, or as any Electing Holders of at least 25% in aggregate principal amount of the Registrable Securities at the time outstanding may reasonably request, addressed to such Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Registrable Securities, dated the date of the closing under the underwriting agreement relating thereto) (it being agreed that the matters to be covered by such opinion shall include the good standing of the Company and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign entities in states where they transact business; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(d)(xvi) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the Registrable Securities, Securities or Exchange Securities as applicable; the absence of material legal or governmental proceedings involving the Issuers; the absence of a breach by the Company or any of its subsidiaries of, or a default under, material agreements binding upon the Company or any subsidiary of the Company; the absence of governmental approvals required to be obtained in connection with the Shelf Registration, the offering and sale of the Registrable Securities, this Exchange and Registration Rights Agreement or any agreement of the type referred to in Section 3(d)(xvi) hereof, except such approvals as may be required under state securities or blue sky laws; the material compliance as to form of such Shelf Registration Statement and any documents incorporated by reference

13

therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, respectively; and, as of the date of the opinion and of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from the documents incorporated by reference therein (in each case other than the financial statements and other financial information contained therein) of an untrue statement of a material fact or the omission to state therein a material fact necessary to make the statements therein not misleading (in the case of such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act)); (C) obtain a “cold comfort” letter or letters from the independent certified public accountants of the Issuers addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers’ certificates, as may be reasonably requested by any Electing Holders of at least 25% in aggregate principal amount of the Registrable Securities at the time outstanding or the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Issuers or the Guarantors; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 6 hereof;

(xviii) notify in writing each holder of Registrable Securities of any proposal by the Issuers to amend or waive any provision of this Exchange and Registration Rights Agreement pursuant to Section 9(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

(xix) in the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Conduct Rules”) of the National Association of Securities Dealers, Inc. (“NASD”) or any successor thereto, as amended from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules,

14

including by (A) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Shelf Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Registrable Securities, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules; and

(xx) comply with all applicable rules and regulations of the Commission, and make generally available to their securityholders as soon as reasonably practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Issuers, Rule 158 thereunder).

(e) In the event that the Issuers would be required, pursuant to Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Issuers shall promptly prepare and furnish to each of the Electing Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Issuers pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the Issuers, such Electing Holder shall deliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies, then in such Electing Holder’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.

(f) In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Issuers may require such Electing Holder to furnish to the Issuers such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Registrable Securities as may be required or necessary in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Issuers as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Issuers or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities

15

required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Issuers any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

(g) Until the expiration of two years after the Closing Date, the Issuers will not, and will not permit any of their “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under or an exemption from the registration requirements of the Securities Act.

4. Registration Expenses.

The Issuers agree to bear and to pay or cause to be paid promptly all expenses incident to the Issuers’ performance of or compliance with this Exchange and Registration Rights Agreement, including (a) all Commission and any NASD registration, filing and review fees and expenses including with respect to a Shelf Registration Statement fees and disbursements of counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate, including with respect to a Shelf Registration Statement any fees and disbursements of counsel for the Electing Holders or underwriters in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses of the Issuers (including all salaries and expenses of the Issuers’ officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel and independent certified public accountants of the Issuers (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(d)(xix) hereof, (i) fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Issuers), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Issuers in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities or any placement or sales agent therefor or underwriter thereof, the Issuers shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a

16

request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

5. Representations and Warranties.

The Issuers represent and warrant to, and agree with, each Purchaser and each of the holders from time to time of Registrable Securities that:

(a) Each registration statement covering Registrable Securities and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be, and, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the underwriting agreement relating thereto, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than (A) from (i) such time as a notice has been given to holders of Registrable Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the Issuers furnish an amended or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof or (B) during any Blackout Period, each such registration statement, and each prospectus (including any summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuers by a holder of Registrable Securities expressly for use therein.

(b) Any documents incorporated by reference in any prospectus referred to in Section 5(a) hereof, when they become or became effective or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuers by a holder of Registrable Securities expressly for use therein.

(c) The compliance by the Issuers with all of the provisions of this Exchange and Registration Rights Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or

17

instrument to which the Company or any subsidiary of the Company is a party or by which the Company or any subsidiary of the Company is bound or to which any of the property or assets of the Company or any subsidiary of the Company is subject, nor will such action result in any violation of the provisions of the certificate of incorporation, as amended, certificate of formation or limited liability company agreement, as applicable, or the by-laws of the Issuers or the Guarantors or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any subsidiary of the Company or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Issuers and the Guarantors of the transactions contemplated by this Exchange and Registration Rights Agreement, except the registration under the Securities Act of the Securities, qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under State securities or blue sky laws in connection with the offering and distribution of the Securities.

(d) This Exchange and Registration Rights Agreement has been duly authorized, executed and delivered by the Issuers.

6. Indemnification.

(a) Indemnification by the Issuers and the Guarantors. The Issuers and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter 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 an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, 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 such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Issuers nor the Guarantors shall be liable to any such person in any such case 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 such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by such person expressly for use therein; provided, further, however, that neither the Issuers nor the Guarantors will be liable to any such person with respect to any preliminary prospectus to the extent that it shall be proven in a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any such loss, liability, claim, damage or expense arose out of or was based upon the fact that such person sold securities to a person to whom such selling person failed to send or give, at or prior to the time of sale, a copy of the final prospectus as then amended or supplemented if

18

(i) the Issuers have previously furnished copies thereof (sufficiently in advance of the time of sale to allow for distribution by the time of sale) to such selling person and the loss, liability, claim, damage or expense of such selling person arose out of or was based upon an untrue statement or omission or alleged untrue statement or omission of a material fact contained in or omitted from the preliminary prospectus which was corrected in the final prospectus prior to the time of sale and (ii) the delivery of such final prospectus by the time of sale by such selling person would have cured such loss, liability, claim, damage or expense asserted by such party or parties.

(b) Indemnification by the Holders and any Agents and Underwriters. The Issuers may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Issuers shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Issuers, the Guarantors and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuers, the Guarantors or such other holders of Registrable Securities 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 an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuers by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Issuers and the Guarantors for any legal or other expenses reasonably incurred by the Issuers and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

(c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred

19

by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. The indemnifying party shall not be required to indemnify the indemnified party for any amount paid or payable by the indemnified party in the settlement or compromise of, or entry into any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder without the written consent of the indemnifying party, which consent shall not be unreasonably withheld.

(d) Contribution. If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) hereof are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged 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 was not guilty of such fraudulent misrepresentation. The holders’ and any underwriters’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint.

20

(e) The obligations of the Issuers and the Guarantors under this Section 6 shall be in addition to any liability which the Issuers or the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning of the Securities Act; and the obligations of the holders and any agents or underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder, agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Issuers or the Guarantors (including any person who, with his consent, is named in any registration statement as about to become a director of the Issuers or the Guarantors) and to each person, if any, who controls the Issuers within the meaning of the Securities Act.

7. Underwritten Offerings.

(a) Selection of Underwriters. If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Issuers.

(b) Participation by Holders. Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. Rule 144.

The Issuers covenant to the holders of Registrable Securities that to the extent they shall be required to do so under the Exchange Act, the Issuers shall timely file the reports required to be filed by them under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether it has complied with such requirements.

9. Miscellaneous.

(a) No Inconsistent Agreements. The Issuers represent, warrant, covenant and agree that they have not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Exchange and Registration Rights Agreement.

21

(b) Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if the Issuers fail to perform any of their obligations hereunder and that the Purchasers and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Issuers under this Exchange and Registration Rights Agreement in accordance with the terms and conditions of this Exchange and Registration Rights Agreement, in any court of the United States or any State thereof having jurisdiction.

(c) Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or five business days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Issuers, to them at DynCorp International LLC, 8445 Freeport Parkway, Suite 400, Irving, Texas 75063, Attention: Chief Financial Officer, with copies to Michael R. Littenberg, Esq., and Richard A. Presutti, Esq., Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022, and if to a holder, to the address of such holder set forth in the security register or other records of the Issuers, or to such other address as the Issuers or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(d) Parties in Interest. All the terms and provisions of this Exchange and Registration Rights Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns of the parties hereto and such holders. In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Exchange and Registration Rights Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Exchange and Registration Rights Agreement. If the Issuers shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof.

(e) Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Exchange and Registration Rights Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer.

(f) Governing Law. This Exchange and Registration Rights Agreement shall be governed by and construed in accordance with the laws of the State of New York.

22

(g) Headings. The descriptive headings of the several Sections and paragraphs of this Exchange and Registration Rights Agreement are inserted for convenience only, do not constitute a part of this Exchange and Registration Rights Agreement and shall not affect in any way the meaning or interpretation of this Exchange and Registration Rights Agreement.

(h) Entire Agreement; Amendments. This Exchange and Registration Rights Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Exchange and Registration Rights Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Exchange and Registration Rights Agreement may be amended and the observance of any term of this Exchange and Registration Rights Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Issuers and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder.

(i) Inspection. For so long as this Exchange and Registration Rights Agreement shall be in effect, this Exchange and Registration Rights Agreement and a complete list of the names and addresses of all the holders of Registrable Securities shall be made available as soon as reasonably practicable, but no later than after five days’ notice, for inspection and copying on any business day by any holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the offices of the Issuers at the addresses thereof set forth in Section 9(c) above and at the office of the Trustee under the Indenture.

(j) Counterparts. This Exchange and Registration Rights Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

23

If the foregoing is in accordance with your understanding, please sign and return to us one for each of the Issuers, each of the Guarantors and each of the Representatives plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Guarantors and the Issuers. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Issuers for examination upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,
DynCorp International LLC
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon
	Title:   Authorized Person
DIV Capital Corporation
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon
	Title:   Authorized Person

24

DTS Aviation Services LLC
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon
	Title:   Authorized Person
DynCorp Aerospace Operations LLC
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon
	Title:   Authorized Person
DynCorp International Services LLC
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon
	Title:   Authorized Person
Dyn Marine Services LLC
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon
	Title:   Authorized Person
Dyn Marine Services of Virginia LLC
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon
	Title:   Authorized Person
Services International LLC
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon
	Title:   Authorized Person

25

Worldwide Humanitarian Services LLC
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon
	Title:   Authorized Person

26

Accepted as of the date hereof: Goldman, Sachs & Co.
By:	/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)
Bear, Stearns & Co. Inc.
By:	/s/ James S. Wolfe
	(Bear, Stearns & Co. Inc.)

27

SCHEDULE I

Guarantors

DTS Aviation Services LLC

DynCorp Aerospace Operations LLC

DynCorp International Services LLC

Dyn Marine Services LLC

Dyn Marine Services of Virginia LLC

Services International LLC

Worldwide Humanitarian Services LLC

A-1

Exhibit A

DI Finance Sub LLC

to be merged with and into

DynCorp International LLC

DIV Capital Corporation

INSTRUCTION TO DTC PARTICIPANTS

(Date of Mailing)

URGENT - IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the DI Finance Sub LLC (“DI Finance”), to be merged with and into DynCorp International LLC (“DynCorp International” and together with DI Finance, the “Company), and DIV Capital Corporation (“DIV Capital” and together with the Company, the “Issuers”) 9.500% Senior Subordinated Notes due 2013 (the “Securities”) are held.

The Issuers are in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact DynCorp International LLC, 8445 Freeport Parkway, Suite 400, Irving Texas 75063, (817) 302-1460.

* Not less than 28 calendar days from date of mailing.

A-1

DI Finance Sub LLC

to be merged with and into

DynCorp International LLC

DIV Capital Corporation

Notice of Registration Statement

and

Selling Securityholder Questionnaire

(Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) between DI Finance Sub LLC (“DI Finance”), to be merged with and into DynCorp International LLC (“DynCorp International” and together with DI Finance, the “Company”), and DIV Capital Corporation (“DIV Capital” and together with the Company, the “Issuers”) and the Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Issuers have filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [    ] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Issuers’ 9.500% Senior Subordinated Notes due 2013 (the “Securities”). A copy of the Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Issuers’ counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement.

A-2

ELECTION

The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Issuers and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

A-3

The Selling Securityholder hereby provides the following information to the Issuers and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

(1)	(a	)	Full Legal Name of Selling Securityholder:
	(b	)	Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:
	(c	)	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:
(2)			Address for Notices to Selling Securityholder:
			_________________
			_________________
			_________________
			Telephone:	______________________________
			Fax:	______________________________
			Contact Person:	______________________________
(3)			Beneficial Ownership of Securities:
			Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.
	(a	)	Principal amount of Registrable Securities beneficially owned: _______________________________________________
			CUSIP No(s). of such Registrable Securities: ______________________________________________________________
	(b	)	Principal amount of Securities other than Registrable Securities beneficially owned:
			___________________________________________________________________________________________________
			CUSIP No(s). of such other Securities: ___________________________________________________________________
	(c	)	Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement: ____________________________________________________________________________________________________
			CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement: ____________________________________________________________________________________________________
(4)			Beneficial Ownership of Other Securities of the Issuers:
			Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Issuers, other than the Securities listed above in Item (3).
			State any exceptions here:

A-4

(5) Relationships with the Issuers:

Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Issuers (or its predecessors or affiliates) during the past three years.

State any exceptions here:

(6) Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Issuers, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Issuers in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Issuers of any inaccuracies or changes in the information provided herein which may

A-5

occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i) To the Issuers:

DynCorp International LLC

8445 Freeport Parkway, Suite 400

Irving, Texas 75063

Attention: Chief Financial Officer

(ii) With a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Michael R. Littenberg, Esq.

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Issuers’ counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Issuers and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be governed in all respects by the laws of the State of New York.

A-6

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:                             

Selling Securityholder

(Print/type full legal name of beneficial owner of Registrable Securities)

By:

Name:

Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE ISSUERS’ COUNSEL AT:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Michael R. Littenberg, Esq.

A-7

Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

[Name of Trustee]

[Name of Issuer]

c/o [Name of Trustee]

[Address of Trustee]

Attention: Trust Officer

Re: DI Finance Sub LLC, to be merged with and into DynCorp International LLC, and

DIV Capital Corporation (the “Issuers”)

9.500% Senior Subordinated Notes due 2013

Dear Sirs:

Please be advised that                                                           has transferred $                                                          aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form [    ] (File No. 333-            ) filed by the Issuers.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name.

Dated:

Very truly yours,
	(Name)
By:
	(Authorized Signature)

B-1

EX-5.1

Exhibit 5.1

September 27, 2005

DynCorp International LLC

DIV Capital Corporation

8445 Freeport Parkway

Suite 400

Irving, TX 75063

Ladies and Gentlemen:

We have acted as special counsel for each of (i) DynCorp International LLC, a Delaware limited liability company, and (ii) DIV Capital Corporation, a Delaware corporation (collectively, the “Issuers”), in connection with the preparation and filing of a Registration Statement on Form S-4 (the “Registration Statement”), relating to the 9.50% Senior Subordinated Notes due 2013, Series B, of the Issuers in the aggregate principal amount of $320,000,000 (the “New Notes”) and the guarantees of the New Notes (the “New Guarantees”) by DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, Dyn Marine Services LLC, Dyn Marine Services of Virginia LLC, Services International LLC and Worldwide Humanitarian Services LLC (the “Subsidiary Guarantors”). The New Notes and the New Guarantees are to be offered by the Issuers and the Subsidiary Guarantors, respectively, in exchange for $320,000,000 in aggregate principal amount of the Issuers’ outstanding 9.50% Senior Subordinated Notes due 2013, Series A, and the guarantees of such Notes by the Subsidiary 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, telecopies or copies certified or otherwise identified to our satisfaction of the Registration Statement and the indenture pertaining to the New Notes (the “Indenture”). We have also examined originals, telecopies or copies certified or otherwise identified to our satisfaction of such records of the Issuers and all agreements, certificates of public officials, certificates of officers or representatives of the Issuers and others, and such other documents, certificates and corporate or other records as we have deemed necessary or appropriate as a basis for this opinion.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons signing or delivering any instrument, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic 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 Subsidiary Guarantors.

Members of this firm are admitted to the bar in the State of New York and the opinion set forth below is limited to the laws of the State of New York.

Based on the foregoing, and having such regard for such legal considerations as we deem relevant, we are of the opinion that:

(i) 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 be 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); and

(ii) 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, each of the New Guarantees will be a binding obligation of the applicable Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its 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).

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-10.1

Exhibit 10.1

EXECUTION COPY

DI Finance Sub LLC

to be merged with and into

DynCorp International LLC

DIV Capital Corporation

9.500% Senior Subordinated Notes due 2013

Purchase Agreement

February 1, 2005

Goldman, Sachs & Co.,

Bear, Stearns & Co. Inc.

c/o Goldman, Sachs & Co.

85 Broad Street,

New York, New York 10004.

Ladies and Gentlemen:

DI Finance Sub LLC, a Delaware limited liability company (“DI Finance”), to be merged with and into DynCorp International LLC, a Delaware limited liability company (“DynCorp International” and together with DI Finance, the “Company”) and DIV Capital Corporation, a wholly-owned subsidiary of the Company with nominal assets that conducts no operations (“DIV Capital,” and together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $320,000,000 principal amount of the Senior Subordinated Notes due 2013, specified above (the “Securities”). The Securities will be unconditionally guaranteed as to the payment of principal, premium and interest (including special interest, if any), (the “Guarantees”), by the parties listed in Schedule II hereto (each a “Guarantor,” and collectively, the “Guarantors”).

DI Finance is a wholly-owned subsidiary of DI Acquisition Corp., a Delaware corporation (“DI Acquisition”) and an indirect wholly-owned subsidiary of Veritas Capital Fund II, L.P. (the “Sponsor”). DynCorp International shall be acquired by DI Finance (the “Acquisition”), pursuant to an acquisition agreement dated as of December 12, 2004 (together with any and all other agreements, side letters and instruments ancillary to or entered into in connection with the transactions contemplated by the Acquisition, the “Acquisition Agreement”), by and among Computer Sciences Corporation (the “Seller”), DynCorp, Sponsor and DI Acquisition. Concurrent with the closing of the Acquisition, DynCorp International shall merge with and into DI Finance with DynCorp International surviving as a wholly-owned subsidiary of DI Acquisition (the “Merger”). Also,

concurrent with the closing of the Acquisition, (A) the Company and Goldman Sachs Credit Partners L.P. and Bear, Stearns and Co. Inc. and the other lenders and guarantors thereto will enter into a Credit Agreement (the “Credit Facility”) pursuant to which the Company will borrow $345 million, and (B)(i) the Sponsor will make a cash common equity investment in DI Acquisition of not less than $86 million, (ii) other investors acceptable to the Purchasers will make a cash common equity investment in DI Acquisition of not less than $14 million and a preferred equity investment in DI Acquisition of not less than $50 million and (iii) the Seller will receive a preferred equity investment in DI Acquisition of $75 million (together, the “Equity Contributions,” and collectively with the Acquisition and the Credit Facility, the “Transactions”), to fund a portion of the Acquisition and related working capital requirements of the Company after consummation of the Acquisition. The issue and sale of the Securities, the consummation of the Acquisition, the Merger and the closing of and borrowings under the Credit Facility will take place concurrently. The closing of the Acquisition, the Merger, the borrowings under the Credit Facility and the funding of the Equity Contributions will each be a condition to the consummation of this offering.

As described in the Offering Circular, proceeds from the issuance and sale of the Securities, together with borrowings under the Credit Facility, will be used to consummate the Acquisition and to pay transaction fees and expenses.

Notwithstanding any provision hereof to the contrary, all representations, warranties, covenants and agreements herein of DynCorp International and the Guarantors shall not be effective prior to the Time of Delivery, and the parties hereto agree and acknowledge that DynCorp International and the Guarantors shall execute and deliver this Agreement at (but not before) the Time of Delivery.

1. Each of the Issuers and the Guarantors, jointly and severally, represents and warrants to, and agrees with, each of the Purchasers that:

(a) A preliminary offering circular, dated January 20, 2005 (the “Preliminary Offering Circular”) and an offering circular, dated February 1, 2005 (the “Offering Circular”), have been prepared in connection with the offering of the Securities. The Preliminary Offering Circular or the Offering Circular and any amendments or supplements thereto did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuers by a Purchaser through Goldman, Sachs & Co. expressly for use therein;

(b) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in the Offering Circular any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Circular; and, since the respective dates as of which information is given in the Offering Circular, there has not been any change (other than the Acquisition and Merger) in the capital stock or other equity interests or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting

2

the general affairs, management, financial position, members’ equity or results of operations of the Company and its subsidiaries, other than as set forth or contemplated in the Offering Circular;

(c) Each of the Issuers has all requisite limited liability company or corporate power, as the case may be, and authority to execute, deliver and perform its obligations under this Agreement, the Indenture, the Registration Rights Agreement and the Securities; DI Finance Sub and DIV Capital have conducted no business prior to the date hereof other than in connection with the transactions contemplated by this Agreement, the Offering Circular and the Acquisition Agreement;

(d) Each Guarantor has all requisite limited liability company or corporate power, as the case may be, and authority to execute, deliver and perform its obligations under this Agreement, the Indenture, the Registration Rights Agreement and the Guarantees;

(e) At the Time of Delivery (as defined herein), each of the Company’s subsidiaries that is formed under the laws of the United States or any state of the United States or the District of Columbia is named as a Guarantor under this Agreement and is a guarantor of the Securities;

(f) Other than as disclosed in the Offering Circular, neither of the Issuers owns capital stock or other equity interests of any corporation or entity other than the Guarantors, which would be required by the Indenture to be a Guarantor thereunder;

(g) The Company and its subsidiaries have good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Offering Circular or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not individually or in the aggregate have a material adverse effect on the business, prospects, condition (financial or otherwise), earnings or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”) and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries;

(h) Neither, the Company or any of its subsidiaries own any real property;

(i) Each of the Issuers has been duly organized and is validly existing as a limited liability company or corporation, as applicable, and in good standing under the laws of the Delaware, with limited liability company or corporate power, as applicable, and authority to own or lease its properties and conduct its business as described in the Offering Circular, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction, except where the failure to be so qualified or in good standing in any such jurisdiction would not individually or in the aggregate, result in a Material Adverse Effect; and each subsidiary of the Company has been duly organized and is validly existing as an entity in good standing under the laws of its jurisdiction of organization;

3

(j) Upon consummation of the Acquisition and Merger, the Issuers will have a capitalization as set forth in the Offering Circular, the Company will be a wholly-owned subsidiary of DI Acquisition Corp., DIV Capital will be a wholly-owned subsidiary of the Company and all of the issued equity interests of the Company will have been duly and validly authorized and issued and fully paid and non-assessable; and all of the issued shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except for directors’ qualifying shares) are owned directly or indirectly by the Company, and are free and clear of all liens, encumbrances, equities or claims except for the Credit Facility or where the existence of such liens, encumbrances or claims would not have a Material Adverse Effect;

(k) The Securities have been duly authorized and, when issued and delivered pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuers entitled to the benefits provided by the indenture to be dated as of February 11, 2005 (the “Indenture”) between the Issuers and The Bank of New York, as Trustee (the “Trustee”), under which they are to be issued; the Indenture has been duly authorized and, when executed and delivered by the Issuers and the Trustee, the Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); and the Securities and the Indenture will conform to the descriptions thereof in the Offering Circular in all material respects and will be in substantially the form previously delivered to you;

(l) This Agreement has been duly authorized, executed and delivered by DI Finance and DIV Capital and at the Time of Delivery will have been duly authorized, executed and delivered by the Company and the Guarantors; and, assuming due authorization, execution and delivery by the Purchasers, will constitute the valid and binding agreement of each of the Issuers and the Guarantors, enforceable against each of the Issuers and the Guarantors in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); provided that no representation is made with respect to Section 6 of the Registration Rights Agreement (as defined herein) relating to indemnification and contribution;

(m) At the Time of Delivery, the Guarantees will have been duly authorized by each of the Guarantors, and when issued and delivered by the Guarantors, will have been duly executed, authenticated, issued and delivered and constitute valid and legally binding obligations of such Guarantors, entitled to the benefits provided by the Indenture under which they are to be issued, which will be substantially in the form previously delivered to you as an exhibit to the form of Indenture, and enforceable against them in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law);

4

(n) The exchange and registration rights agreement to be dated February 11, 2005, among Issuers, the Guarantors and the Purchasers (the “Registration Rights Agreement”) has been duly authorized by each of the Issuers and the Guarantors, and when duly executed and delivered (assuming due authorization, execution and delivery by each of the parties thereto), will constitute a valid and legally binding obligation of the Issuers and Guarantors, enforceable against them in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); provided that no representation is made with respect to Section 6 of the Registration Rights Agreement relating to indemnification and contribution;

(o) At the Time of Delivery, the Exchange Securities (as defined herein) will have been duly authorized for issuance by each of the Issuers, and when executed, authenticated, issued and delivered pursuant to this Agreement, the Indenture and the Registration Rights Agreement, will constitute valid and legally binding obligations of the Issuers, entitled to the benefits provided by the Indenture and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law);

(p) The guarantees of the Issuers’ obligations under the Exchange Securities (the “Exchange Guarantees”) to be offered in exchange for the Guarantees in the Exchange Offer have been duly authorized by each of the Guarantors, and, when duly executed, issued and delivered, will constitute valid and legally binding obligations of such Guarantors, entitled to the benefits provided by the Indenture under which they are to be issued, which will be substantially in the form previously delivered to you as an exhibit to the form of Indenture, and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law);

(q) The Issuers and each of the Guarantors have all requisite limited liability company or corporate power and authority, as the case may be, to enter into the Credit Facility and any and all other agreements and instruments ancillary to or entered into in connection with the transactions contemplated by the Credit Facility (collectively, the “Credit Documents”);

(r) Each of the Credit Documents has been duly and validly authorized, by the Issuers and each of the Guarantors. When the Credit Documents have been duly executed and delivered, the Credit Documents will constitute the valid and binding agreement of the Issuers and the Guarantors, enforceable against the Issuers and such Guarantors in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law);

5

(s) DynCorp International has all requisite limited liability company power and authority to enter into the Acquisition Agreement and any and all other agreements, side letters and instruments ancillary to or entered into in connection with the transactions contemplated by the Acquisition and Merger;

(t) The Acquisition Agreement has been duly and validly authorized, executed and delivered by DynCorp International and constitutes the valid and binding agreement of DynCorp International enforceable against DynCorp International in accordance with its terms except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law);

(u) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities) will violate or result in a violation of Section 7 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any regulation promulgated thereunder, including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System;

(v) Prior to the date hereof, none of the Issuers, the Guarantors or any third party who will be an affiliate of an Issuer or Guarantor from and after the consummation of the Acquisition has taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Issuers or any Guarantor in connection with the offering of the Securities and the Guarantees;

(w) The issue and sale of the Securities and the Guarantees, compliance by the Issuers and the Guarantors with all of the provisions of the Securities, the Guarantees, the Indenture, the Registration Rights Agreement and this Agreement (collectively, the “Operative Documents”), the consummation of the transactions herein and therein contemplated, the consummation of the Acquisition and Merger and the execution, delivery and performance of the Credit Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (except such as will not individually or in the aggregate have a Material Adverse Effect), (ii) nor will such action result in any violation of the provisions of the charter, by-laws, operating agreement or other organizational documents of the Company or any of its subsidiaries or (iii) result in any violation of the provisions of any law or statute or any order, rule or regulation, judgment or decree of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities and the Guarantees or the consummation by the Issuers and the Guarantors of the transactions

6

contemplated by the Operative Documents, except for (A) the filing of a registration statement by the Issuers with the Commission pursuant to the United States Securities Act of 1933, as amended (the “Act”), pursuant to Section 5(j) hereof, (B) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchasers or (C) any consents, approvals, authorizations, orders, registrations, qualifications or other actions that have been, or prior to the Time of Delivery will be, obtained, waived or made;

(x) Neither the Company nor any of its subsidiaries is (i) in violation of its charter, by-laws, operating agreement or other organizational documents or (ii) in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except for any defaults under clause (ii) above that would not, individually or in the aggregate, have a Material Adverse Effect;

(y) The statements set forth in the Offering Circular under the caption “Description of Notes,” insofar as they purport to constitute a summary of the terms of the Securities, the Guarantees and the Indenture, and under the captions “Description of Certain Indebtedness,” and “Certain U.S. Federal Income Tax Considerations,” insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects;

(z) Except as set forth in the Offering Circular with respect to the Arias litigation, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate, have a Material Adverse Effect; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(aa) When the Securities and the Guarantees are issued and delivered pursuant to this Agreement, neither the Securities nor the Guarantees will be of the same class (within the meaning of Rule 144A under the Act) as securities which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system;

(bb) Neither of the Issuers, after giving effect to the offering and sale of the Securities, will be an “investment company” as such term is defined in the United States Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “Investment Company Act”);

(cc) Assuming the accuracy of the representations, warranties and agreements of the Purchasers contained in this Agreement, neither the Company nor any of its subsidiaries, nor any person acting on its behalf (other than the Purchasers and their affiliates as to whom the Issuers and the Guarantors make no representation), has offered or sold the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act or, with respect to Securities sold outside the United States to non-U.S. persons

7

(as defined in Rule 902 under the Act), by means of any directed selling efforts within the meaning of Rule 902 under the Securities Act, and the Company, its subsidiaries, any affiliate of the Company or its subsidiaries, and any person acting on it behalf (other than the Purchasers and their affiliates as to whom Issuers and the Guarantors make no representation) has complied with and will implement the “offering restriction” within the meaning of such Rule 902;

(dd) Assuming the accuracy of the representations, warranties and agreements of the Purchasers contained in this Agreement, within the preceding six months, neither the Issuers nor any other person acting on their behalf (other than the Purchasers and their affiliates as to whom the Issuers and the Guarantors make no representation) has offered or sold to any person any Securities, or any securities of the same or a similar class as the Securities, other than Securities offered or sold to the Purchasers hereunder. The Issuers will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Act) of any Securities or any substantially similar security issued by the Issuers, within six months subsequent to the date on which the distribution of the Securities and the Guarantees has been completed (as notified to the Issuers by Goldman, Sachs & Co.), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act;

(ee) Neither the Company nor any of its affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes;

(ff) Deloitte & Touche LLP, who have certified certain financial statements of the Company and its subsidiaries are independent registered public accountants as required by the Act and the rules and regulations of the Commission thereunder;

(gg) The market-related and industry data included in the Preliminary Offering Circular and the Offering Circular are based upon estimates by the Issuers derived from sources which the Issuers believe to be reliable and accurate in all material respects;

(hh) The consolidated historical financial statements, together with related notes forming part of the Offering Circular (and any amendment or supplement thereto), present fairly in all material respects the consolidated financial position, results of operations and changes in financial position of the Issuers and the Guarantors on the basis stated in the Offering Circular at the respective dates or for the respective periods to which they apply; such statements and related notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; and the selected consolidated financial data and summary financial data set forth in the Offering Circular (and any amendment or supplement thereto) are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Issuers and the Guarantors;

(ii) The pro forma financial statements included in the Preliminary Offering Circular and the Offering Circular have been prepared on a basis consistent with the historical financial

8

statements of the Issuers and the Guarantors and give effect to assumptions used in the preparation thereof on a reasonable basis and in good faith and present fairly the proposed transactions contemplated by the Preliminary Offering Circular and the Offering Circular; and such pro forma financial statements comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X of the Securities and Exchange Commission. The other pro forma financial and statistical information and data included in the Offering Circular are, in all material respects, accurately presented and, where applicable, except as described in the Offering Circular, prepared on a basis consistent with the pro forma financial statements;

(jj) There has been no labor strike, slowdown or stoppage at the Company or any of its subsidiaries and no labor disturbance by the employees of the Company or any of its subsidiaries or, to the Issuers’ knowledge, is imminent that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; except as otherwise set forth or contemplated in the Offering Circular, neither the Company nor any of its subsidiaries is party to a collective bargaining agreement; and there are no unfair labor practice complaints pending against the Company or any of its subsidiaries or, to the Issuers’ knowledge, threatened against any of them which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

(kk) To the Company’s knowledge, neither the Company nor any of its subsidiaries has violated any foreign, federal, state or local law or regulation relating to any provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or any provisions of the Foreign Corrupt Practices Act or the rules and regulations promulgated thereunder, except for such violations which, individually or in the aggregate, would not have a Material Adverse Effect; and

(ll) Each certificate signed by any officer of the Issuers or any Guarantor and delivered to the Purchasers or counsel for the Purchasers shall be deemed to be a representation and warranty by such Issuer or Guarantor to the Purchasers as to the matters covered thereby.

Each of the Issuers and the Guarantors acknowledges that the Purchasers and, for purposes of the opinions to be delivered to the Purchasers pursuant to Section 7 hereof, counsel to the Purchasers will rely upon the accuracy and truth of the foregoing representations and the Issuers hereby consent to such reliance.

2. Subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Issuers, at a purchase price of 97.25% of the principal amount thereof, plus accrued interest, if any, from February 11, 2005 to the Time of Delivery hereunder, the principal amount of Securities (and the Guarantees thereof) set forth opposite the name of such Purchaser in Schedule I hereto.

3. Upon the authorization by you of the release of the Securities and the Guarantees, the several Purchasers propose to offer the Securities and the Guarantees for sale upon the terms and conditions set forth in this Agreement and the Offering Circular and each Purchaser hereby represents and warrants to, and agrees with the Issuers and the Guarantors that:

9

(a) It will offer and sell the Securities only to: (i) persons who it reasonably believes are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A under the Act in transactions meeting the requirements of Rule 144A, (ii) institutions which it reasonably believes are “accredited investors” (“Institutional Accredited Investors”) within the meaning of Rule 501 under the Act, or (iii) persons permitted to purchase the Securities in offshore transactions in reliance upon Regulation S under the Act;

(b) It is an Institutional Accredited Investor; and

(c) It will not offer or sell the Securities by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act.

4. (a) The Securities to be purchased by each Purchaser hereunder will be represented by one or more definitive global Securities in book-entry form which will be deposited by or on behalf of the Issuers with the Depository Trust Company (“DTC”) or its designated custodian. The Issuers will deliver the Securities and the Guarantees to Goldman, Sachs & Co., for the account of each Purchaser, against payment by or on behalf of such Purchaser of the purchase price therefor by wire transfer, in Federal (same day) funds to an account designated by the Issuers, by causing DTC to credit the Securities and the Guarantees to the account of Goldman, Sachs & Co. at DTC. The Issuers will cause the certificates representing the Securities and the Guarantees to be made available to Goldman, Sachs & Co. for checking at least twenty-four hours prior to the Time of Delivery (as defined below) at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on February 11, 2005 or such other time and date as Goldman, Sachs & Co. and the Issuers may agree upon in writing. Such time and date are herein called the “Time of Delivery.”

(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Securities and any additional documents requested by the Purchasers pursuant to Section 7(h) hereof, will be delivered at such time and date at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022 (the “Closing Location”), and the Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

5. Each of the Issuers and the Guarantors agrees, jointly and severally, with each of the Purchasers:

(a) To prepare the Offering Circular in a form approved by you, to make no amendment or any supplement to the Offering Circular which shall be disapproved by you promptly after reasonable notice thereof, and to furnish you with copies thereof;

10

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith neither any Issuer nor any Guarantor shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c) To furnish the Purchasers with three copies of the Offering Circular and each amendment or supplement thereto with the independent accountants’ reports in the Offering Circular, and any amendment or supplement containing amendments to the financial statements covered by such reports, signed by the accountants, and additional written and electronic copies thereof in such quantities as you may from time to time reasonably request, and if, at any time prior to the expiration of nine months after the date of the Offering Circular, any event shall have occurred as a result of which the Offering Circular as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Offering Circular is delivered, not misleading, or, if for any other reason it shall be necessary or desirable during such same period to amend or supplement the Offering Circular, to notify you and upon your request to prepare and furnish without charge to each Purchaser and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Offering Circular or a supplement to the Offering Circular which will correct such statement or omission or effect such compliance;

(d) During the period beginning from the date hereof and continuing until the date that is 90 days after the Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Securities;

(e) Not to be or become, at any time prior to the expiration of two years after the Time of Delivery, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act;

(f) At any time when the Securities are outstanding and the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, for the benefit of holders from time to time of Securities, to furnish at its expense, upon request, to holders of Securities and prospective purchasers of securities information (the “Additional Issuer Information”) satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act;

(g) To use its best efforts to cause such Securities to be eligible for the PORTAL trading system of the National Association of Securities Dealers, Inc.;

(h) To furnish to the holders of the Securities as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, securityholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each

11

of the first three quarter of each fiscal year (beginning with the fiscal quarter ending after the date of the Offering Circular), to make available to its securityholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail unless the delivery of such information is otherwise required by and such information is furnished under the terms of the Indenture;

(i) If not otherwise available on the Commission’s Electronic Data Gathering Analyses and Retrieval System, to furnish to you copies of all reports or other communications (financial or other) furnished to securityholders of the Issuers, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any securities exchange on which the Securities or any class of securities of the Issuers is listed; and (ii) such additional information concerning the business and financial condition of the Issuers as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its securityholders generally or to the Commission);

(j) During the period of two years after the Time of Delivery, the Issuers will not, and will not permit any of their “affiliates” (as defined in Rule 144 under the Securities Act) to, resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them;

(k) The Issuers shall file and use all commercially reasonable efforts to cause to be declared or become effective under the Securities Act, on or prior to 270 days after the Time of Delivery, a registration statement on Form S-4 providing for the registration of (i) another series of debt securities of the Issuers, with terms identical to the Securities (the “Exchange Securities”), and the exchange of the Securities for the Exchange Securities, all in a manner which will permit persons who acquire the Exchange Securities to resell the Exchange Securities pursuant to Section 4(1) of the Securities Act;

(l) To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Offering Circular under the caption “Use of Proceeds;”

(m) To do and perform all things required to be done and performed under the Operative Documents prior to and after the Time of Delivery; and

(n) To obtain the approval of DTC for “book-entry” transfer of the Notes and DIV Capital, and to comply with all of its agreements set forth in the representation letters of the Issuers to DTC relating to the approval of the Notes by DTC for “book-entry” transfer and to permit the Notes to be eligible for clearance and settlement through DTC.

6. Each of the Issuers and the Guarantors, jointly and severally, covenants and agrees with the several Purchasers that the Issuers and the Guarantors will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Issuers’ counsel and accountants in connection with the issue of the Securities and the Guarantees, and all other expenses in connection with the preparation, printing and filing of the Preliminary Offering Circular and the Offering Circular and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Purchasers and dealers; (ii) the cost of printing or producing any Agreement among Purchasers, this Agreement, the Indenture, the Registration Rights Agreement, the Blue Sky and legal investment surveys, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the

12

Purchasers in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities and the Guarantees; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; (vii) any cost incurred in connection with the designation of the Securities for trading in PORTAL; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 8 and 11 hereof, the Purchasers will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

7. The obligations of the Purchasers hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Issuers and the Guarantors herein are, at and as of the Time of Delivery, true and correct, the condition that the Issuers and the Guarantors shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a) Latham & Watkins LLP, counsel for the Purchasers, shall have furnished to you such opinion or opinions, dated the Time of Delivery, with respect to the matters covered in paragraphs (i), (vii), (viii), (ix) and (xvi) of subsection (b) below as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(b) Schulte, Roth & Zabel LLP, counsel for the Issuers, shall have furnished to you their written opinion, dated the Time of Delivery, substantially in the form set forth in Annex I hereto;

(c) Chapman and Cutler LLP, California local counsel for the Issuers, shall have furnished to you their written opinion, dated the Time of Delivery, substantially in the form set forth in Annex II hereto;

(d) Jones Vargas, Nevada local counsel for the Issuers, shall have furnished to you their written opinion, dated the Time of Delivery, substantially in the form set forth in Annex III hereto;

(e) Patton Boggs LLP, Virginia local counsel for the Issuers, shall have furnished to you their written opinion, dated the Time of Delivery, substantially in the form set forth in Annex IV hereto;

(f) On the date of the Offering Circular prior to the execution of this Agreement and also at the Time of Delivery, Deloitte & Touche LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex V hereto;

13

(g) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the Offering Circular any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Circular, and (ii) since the respective dates as of which information is given in the Offering Circular there shall not have been any change (other than the Acquisition and Merger) in the capital stock or other equity interests or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, members’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Offering Circular, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of Goldman, Sachs & Co. and Bear, Stearns & Co. Inc. (the “Representatives”) so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in this Agreement and in the Offering Circular;

(h) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded the Issuers’ debt securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Issuers’ debt securities;

(i) On or after the date hereof there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war; or (iv) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iii) or (iv) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in the Offering Circular;

(j) The Securities have been designated for trading on PORTAL^SM;

(k) Each of the Issuers and Guarantors shall have furnished or caused to be furnished to you at the Time of Delivery certificates of officers of the Issuers and the Guarantors reasonably satisfactory to you as to the accuracy of the representations and warranties of the Issuers and Guarantors herein at and as of such Time of Delivery and after giving effect to the consummation of the transactions contemplated by the Acquisition Agreement, the Credit Documents and the Operative Documents, as to the performance by the Issuers and the Guarantors of all of their obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (g) and (h) of this Section and as to such other matters as you may reasonably request;

14

(l) Prior to or concurrently with the offering of the Securities, the Company shall have entered into the Credit Facility and other Credit Documents and the Purchasers shall have received counterparts, conformed as executed, thereof, and the Company shall have borrowed such amounts thereunder as set forth in the Offering Circular under the caption “Use of Proceeds;”

(m) The consummation of the Acquisition as contemplated by the Acquisition Agreement shall be consummated prior to or concurrently with the issuance of the Securities;

(n) The consummation of the Merger as contemplated by the Offering Circular shall be consummated prior to or concurrently with the issuance of the Securities;

(o) DI Acquisition shall have received the Equity Contributions from the Sponsor, and other investors prior to or concurrently with the issuance of the Securities;

(p) The Issuers and each of the Guarantors shall have delivered executed copies of the Securities, the Guarantees, the Indenture and the Registration Rights Agreement.

8. (a) The Issuers and each of the Guarantors will, jointly and severally, indemnify and hold harmless each Purchaser against any losses, claims, damages or liabilities, joint or several, to which such Purchaser may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular or the Offering Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, and will reimburse each Purchaser for any legal or other expenses reasonably incurred by such Purchaser in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that none of the Issuers or any of the Guarantors shall be liable in any such case 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 any Preliminary Offering Circular, the Offering Circular or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Issuers by any Purchaser through Goldman, Sachs & Co. expressly for use therein.

(b) Each Purchaser will indemnify and hold harmless the Issuers and the Guarantors against any losses, claims, damages or liabilities to which the Issuers or the Guarantors may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular, the Offering Circular or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Offering Circular, the Offering Circular or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Issuers

15

by such Purchaser through Goldman, Sachs & Co. expressly for use therein; and will reimburse the Issuers and the Guarantors for any legal or other expenses reasonably incurred by the Issuers and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above 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 under such subsection, notify the indemnifying party in writing of the commencement 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 otherwise than under such subsection. 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 therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party. The indemnifying party shall not be required to indemnify the indemnified party for any amount paid or payable by the indemnified party in the settlement or compromise of, or entry into any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder without the written consent of the indemnifying party, which consent shall not be unreasonably withheld.

(d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Issuers and the Guarantors on the one hand and the Purchasers on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuers and the Guarantors on the one hand and the Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or

16

actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Issuers and the Guarantors on the one hand and the Purchasers on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Issuers and the Guarantors bear to the total underwriting discounts and commissions received by the Purchasers, in each case as set forth in the Offering Circular. 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 Issuers and the Guarantors on the one hand or the Purchasers on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Issuers, the Guarantors and the Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include 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 subsection (d), no Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to investors were offered to investors exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Purchasers’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Issuers and the Guarantors under this Section 8 shall be in addition to any liability which the Issuers and the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Purchaser within the meaning of the Act; and the obligations of the Purchasers under this Section 8 shall be in addition to any liability which the respective Purchasers may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Issuers or the Guarantors and to each person, if any, who controls the Issuers or the Guarantors within the meaning of the Act.

9. (a) If any Purchaser shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such Securities, then the Issuers shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Issuers that you have so arranged for the purchase of such Securities, or the Issuers notify you that they have so arranged for the purchase of such Securities, you or the Issuers shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Offering Circular, or in any other documents or arrangements, and the Issuers agree to prepare promptly any amendments to the Offering Circular which in your opinion may thereby be made necessary.

17

The term “Purchaser” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Issuers shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Securities which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Securities which such Purchaser agreed to purchase hereunder) of the Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Issuers shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Securities of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Purchaser or the Issuers, except for the expenses to be borne by the Issuers and the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

10. The respective indemnities, agreements, representations, warranties and other statements of the Issuers, the Guarantors and the several Purchasers, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Purchaser or any controlling person of any Purchaser, or the Issuers or any Guarantor, or any officer or director or controlling person of the Issuers or a Guarantor, and shall survive delivery of and payment for the Securities.

11. If this Agreement shall be terminated pursuant to Section 9 hereof, none of the Issuers or Guarantors shall then be under any liability to any Purchaser except as provided in Sections 6 and 8 hereof; but, if for any other reason, the Securities and the Guarantees are not delivered by or on behalf of the Issuers as provided herein, the Issuers will reimburse the Purchasers through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Purchasers in making preparations for the purchase, sale and delivery of the Securities and the Guarantees, but the Issuers shall then be under no further liability to any Purchaser except as provided in Sections 6 and 8 hereof.

12. In all dealings hereunder, you shall act on behalf of each of the Purchasers, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Purchaser made or given by you jointly or by Goldman, Sachs & Co. on behalf of you as the representative.

18

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Purchasers shall be delivered or sent by mail, telex or facsimile transmission to you as the Representatives in care of Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention: Registration Department; and if to the Issuers or any Guarantor shall be delivered or sent by mail, telex or facsimile transmission to the address of the Issuers set forth in the Offering Circular, Attention: Secretary, with copies to Michael R. Littenberg, Esq., and Richard A. Presutti, Esq., Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022; provided, however, that any notice to a Purchaser pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Purchaser at its address set forth in its Purchasers’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Issuers by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

13. This Agreement shall be binding upon, and inure solely to the benefit of, the Purchasers, the Issuers and the Guarantors and, to the extent provided in Sections 8 and 10 hereof, the officers and directors of the Issuers and the Guarantors and each person who controls the Issuers, any Guarantor or any Purchaser, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Purchaser shall be deemed a successor or assign by reason merely of such purchase.

14. Time shall be of the essence of this Agreement.

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

16. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

17. The Issuers and the Guarantors are authorized, subject to applicable law, to disclose any and all aspects of this potential transaction that are necessary to support any U.S. federal income tax benefits expected to be claimed with respect to such transaction, and all materials of any kind (including tax opinions and other tax analyses) related to those benefits, without the Purchasers imposing any limitation of any kind.

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Issuers and the Guarantors. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Issuers for examination upon request, but without warranty on your part as to the authority of the signers thereof.

(Signature Pages Follow)

19

Very truly yours,
DI Finance Sub LLC
By:	/s/ Robert B. McKeon
Name:
Title:
DIV Capital Corporation
By:	/s/ Robert B. McKeon
Name:
Title:

DynCorp International LLC
By:	/s/ Robert B. McKeon
Name:	Robert B McKeon
Title:	Authorized Person
DTS Aviation Services, LLC
By:	/s/ Robert B. McKeon
Name:	Robert B McKeon
Title:	Authorized Person
DynCorp Aerospace Operations, LLC
By:	/s/ Robert B. McKeon
Name:	Robert B McKeon
Title:	Authorized Person
DynCorp International Services, LLC
By:	/s/ Robert B. McKeon
Name:	Robert B McKeon
Title:	Authorized Person
Dyn Marine Services, LLC
By:	/s/ Robert B. McKeon
Name:	Robert B McKeon
Title:	Authorized Person
Dyn Marine Services of Virginia, LLC
By:	/s/ Robert B. McKeon
Name:	Robert B McKeon
Title:	Authorized Person

Services International LLC
By:	/s/ Robert B. McKeon
Name:	Robert B McKeon
Title:	Authorized Person
Worldwide Humanitarian Services LLC
By:	/s/ Robert B. McKeon
Name:	Robert B McKeon
Title:	Authorized Person

Accepted as of the date hereof:

Goldman, Sachs & Co.
By:	/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)

Accepted as of the date hereof:

Bear, Stearns & Co. Inc.
By:	/s/ James S. Wolfe
	(Bear, Stearns & Co. Inc.)

SCHEDULE I

Purchaser	Principal Amount of Securities to be Purchased
Goldman, Sachs & Co.	$	192,000,000
Bear, Stearns & Co. Inc.	$	128,000,000
Total	$	320,000,000

Schedule I

Schedule II

Guarantors

DTS Aviation Services LLC

DynCorp Aerospace Operations LLC

DynCorp International Services LLC

Dyn Marine Services LLC

Dyn Marine Services of Virginia LLC

Services International LLC

Worldwide Humanitarian Services LLC

ANNEX I

Schulte Roth & Zabel Opinion

ANNEX II

Chapman and Cutler LLP Opinion

ANNEX III

Jones Vargas Opinion

ANNEX IV

Patton Boggs LLP Opinion

ANNEX V

Deloitte & Touche LLP Comfort Letter

EX-10.2

Exhibit 10.2

Execution Copy

CREDIT AND GUARANTY AGREEMENT

dated as of February 11, 2005

among

DI FINANCE SUB LLC,

as Borrower

DI ACQUISITION CORP. and THE OTHER GUARANTORS PARTY HERETO,

as Guarantors,

VARIOUS LENDERS Party Hereto,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Administrative Agent, Collateral Agent, Joint Lead Arranger and Joint Book Runner,

BEAR STEARNS CORPORATE LENDING INC.,

as Syndication Agent

BEAR, STEARNS & CO. INC.,

as Joint Lead Arranger and Joint Book Runner,

and

BANK OF AMERICA, N.A.,

as Issuing Bank and Documentation Agent

$420,000,000 Senior Secured Credit Facilities

TABLE OF CONTENTS

	Page
SECTION 1. DEFINITIONS AND INTERPRETATION	2
1.1. Definitions	2
1.2. Accounting Terms	32
1.3. Interpretation, etc.	32
SECTION 2. LOANS AND LETTERS OF CREDIT	32
2.1. Term Loans	32
2.2. Revolving Loans	33
2.3. Swing Line Loans	34
2.4. Issuance of Letters of Credit and Purchase of Participations Therein	37
2.5. Pro Rata Shares; Availability of Funds	41
2.6. Use of Proceeds	41
2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.	42
2.8. Interest on Loans	42
2.9. Conversion/Continuation	45
2.10. Default Interest	46
2.11. Fees	46
2.12. Scheduled Payments	47
2.13. Voluntary Prepayments/Commitment Reductions	49
2.14. Mandatory Prepayments/Commitment Reductions	50
2.15. Application of Prepayments/Reductions	52
2.16. General Provisions Regarding Payments	54
2.17. Ratable Sharing	55
2.18. Making or Maintaining Eurodollar Rate Loans	55
2.19. Increased Costs; Capital Adequacy	57
2.20. Taxes; Withholding, etc.	59
2.21. Obligation to Mitigate.	61
2.22. Defaulting Lenders	61
2.23. Removal or Replacement of a Lender	62
SECTION 3. CONDITIONS PRECEDENT	63
3.1. Closing Date.	63
3.2. Conditions to Each Credit Extension	68
SECTION 4. REPRESENTATIONS AND WARRANTIES	69
4.1. Organization; Requisite Power and Authority; Qualification.	69
4.2. Capital Stock and Ownership	69
4.3. Due Authorization	69
4.4. No Conflict	69
4.5. Governmental Consents	70

ii

4.6. Binding Obligation	71
4.7. Historical Financial Statements	71
4.8. Projections	71
4.9. No Material Adverse Change	71
4.10. Intentionally Omitted	71
4.11. Adverse Proceedings, etc.	71
4.12. Payment of Taxes.	72
4.13. Properties	72
4.14. Environmental Matters	73
4.15. No Defaults	73
4.16. Material Contracts	73
4.17. Governmental Regulation	73
4.18. Margin Stock	74
4.19. Employee Matters	74
4.20. Employee Benefit Plans	74
4.21. Certain Fees	75
4.22. Solvency	75
4.23. Related Agreements	75
4.24. Compliance with Statutes, etc	76
4.25. Disclosure	76
4.26. Patriot Act	76
SECTION 5. AFFIRMATIVE COVENANTS	77
5.1. Financial Statements and Other Reports	77
5.2. Existence	81
5.3. Payment of Taxes and Claims	81
5.4. Maintenance of Properties	82
5.5. Insurance	82
5.6. Inspections	83
5.7. Lenders Meetings	83
5.8. Compliance with Laws	83
5.9. Environmental	83
5.10. Subsidiaries	84
5.11. Additional Material Real Estate Assets	85
5.12. Interest Rate Protection	85
5.13. Further Assurances	85
5.14. Non-Consolidation	86
SECTION 6. NEGATIVE COVENANTS	86
6.1. Indebtedness	86
6.2. Liens	88

iii

6.3. Equitable Lien	91
6.4. No Further Negative Pledges	91
6.5. Restricted Junior Payments	91
6.6. Restrictions on Subsidiary Distributions	93
6.7. Investments	94
6.8. Financial Covenants	95
6.9. Fundamental Changes; Disposition of Assets; Acquisitions	95
6.10. Disposal of Subsidiary Interests	99
6.11. Sales and Lease-Backs	99
6.12. Transactions with Shareholders and Affiliates.	99
6.13. Conduct of Business	99
6.14. Permitted Activities of Holdings	100
6.15. Amendments or Waivers of Purchase Agreement and Organizational Documents	100
6.16. Amendments or Waivers with respect to Subordinated Indebtedness	100
6.17. Fiscal Year	101
6.18. Designated Senior Debt	101
SECTION 7. GUARANTY	101
7.1. Guaranty of the Obligations	101
7.2. Contribution by Guarantors	101
7.3. Payment by Guarantors	102
7.4. Liability of Guarantors Absolute	102
7.5. Waivers by Guarantors	104
7.6. Guarantors’ Rights of Subrogation, Contribution, etc.	105
7.7. Subordination of Other Obligations	106
7.8. Continuing Guaranty	106
7.9. Authority of Guarantors or Company	106
7.10. Financial Condition of Company	106
7.11. Bankruptcy, etc.	107
7.12. Discharge of Guaranty Upon Sale of Guarantor	107
SECTION 8. EVENTS OF DEFAULT	108
8.1. Events of Default	108
SECTION 9. AGENTS	111
9.1. Appointment of Agents.	111
9.2. Powers and Duties	111
9.3. General Immunity	112
9.4. Agents Entitled to Act as Lender	113
9.5. Lenders’ Representations, Warranties and Acknowledgment	114
9.6. Right to Indemnity	114

iv

9.7. Successor Administrative Agent and Swing Line Lender.	114
9.8. Collateral Documents and Guaranty	115
SECTION 10. MISCELLANEOUS	116
10.1. Notices	116
10.2. Expenses	117
10.3. Indemnity	118
10.4. Set-Off	118
10.5. Amendments and Waivers	119
10.6. Successors and Assigns; Participations	121
10.7. Independence of Covenants	125
10.8. Survival of Representations, Warranties and Agreements	125
10.9. No Waiver; Remedies Cumulative	125
10.10. Marshalling; Payments Set Aside	125
10.11. Severability	126
10.12. Obligations Several; Independent Nature of Lenders’ Rights	126
10.13. Headings	126
10.14. APPLICABLE LAW	126
10.15. CONSENT TO JURISDICTION	126
10.16. WAIVER OF JURY TRIAL	127
10.17. Confidentiality	127
10.18. Usury Savings Clause	128
10.19. Counterparts	129
10.20. Effectiveness	129
10.21. Patriot Act	129
10.22. Electronic Execution of Assignments	129

v

APPENDICES:	A-1	Term Loan Commitments
	A-2	Revolving Commitments
	B	Notice Addresses
SCHEDULES:	4.1	Jurisdictions of Organization and Qualification
	4.2	Capital Stock and Ownership
	4.13	Real Estate Assets
	4.14	Environmental Matters
	4.16	Material Contracts
	4.20	ERISA Matters
	4.23	Governmental Approvals
	6.1	Certain Indebtedness
	6.2	Certain Liens
	6.6	Restrictions on Subsidiary Distributions
	6.7	Certain Investments
	6.12	Certain Affiliate Transactions
EXHIBITS:	A-1	Funding Notice
	A-2	Conversion/Continuation Notice
	A-3	Issuance Notice
	B-1	Term Loan Note
	B-2	Revolving Loan Note
	B-3	Swing Line Note
	C	Compliance Certificate
	D	Opinions of Counsel
	E	Assignment Agreement
	F	Certificate Re Non-bank Status
	G-1	Closing Date Certificate
	G-2	Solvency Certificate
	H	Counterpart Agreement
	I	Pledge and Security Agreement
	J	Mortgage
	K	Landlord Waiver and Consent Agreement

vi

CREDIT AND GUARANTY AGREEMENT

This CREDIT AND GUARANTY AGREEMENT, dated as of February 11, 2005, is entered into by and among DI FINANCE SUB LLC, a Delaware limited liability company (“Finance Sub”), DI ACQUISITION CORP., a Delaware corporation (“Holdings”), and CERTAIN SUBSIDIARIES OF FINANCE SUB, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Joint Lead Arranger and Joint Book Runner, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent (together with its permitted successors in such capacity, “Syndication Agent”), BEAR, STEARNS & CO. INC., as Joint Lead Arranger and Joint Book Runner (together with GSCP, the “Lead Arrangers”), and BANK OF AMERICA, N.A., as Issuing Bank (together with its permitted successors in such capacity, “Issuing Bank”) and as Documentation Agent (together with its permitted successors in such capacity, “Documentation Agent”).

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, Holdings has been formed by Sponsor to acquire (the “Acquisition”) DynCorp International LLC and its Subsidiaries pursuant to that certain Purchase Agreement, dated as of December 12, 2004 (as amended, supplemented or otherwise modified through the date hereof, the “Purchase Agreement”), among Computer Sciences Corporation, DynCorp (“Seller”), The Veritas Capital Fund II, L.P. and Holdings. In connection with the Acquisition, Finance Sub, a wholly-owned subsidiary of Holdings, will merge (the “Merger”) with and into DynCorp International LLC, with DynCorp International LLC as the survivor;

WHEREAS, Lenders have agreed to extend certain credit facilities to Company, in an aggregate amount not to exceed $420,000,000, consisting of $345,000,000 aggregate principal amount of Term Loans, and up to $75,000,000 aggregate principal amount of Revolving Commitments. Proceeds of the Term Loans shall be used to fund, in part, the Acquisition (including paying fees, commissions and expenses in connection with the Acquisition), and the Revolving Commitments shall be used to provide for the ongoing working capital requirements of the Company and its Subsidiaries and for general corporate purposes;

WHEREAS, Company has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of its assets, including a pledge of all of the Capital Stock of each of its Domestic Subsidiaries and 65% of the Capital Stock of each of its first tier Foreign Subsidiaries; and

WHEREAS, Guarantors have agreed to guarantee the obligations of Company hereunder

and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of their respective assets, including a pledge of all of the Capital Stock of each of their respective Domestic Subsidiaries (including Company) and 65% of the Capital Stock of each of their respective first tier Foreign Subsidiaries.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“Accounting Change” means, with respect to any Person, any change in accounting principles applicable to such Person and required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants, or, if applicable, the Securities and Exchange Commission (or its successor agency).

“Acquisition” as defined in the recitals.

“Act” as defined in Section 4.26.

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/16 of 1%) (i) (a) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Telerate Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being page number 3740 or 3750, as applicable) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the

2

offered quotation rate to first class banks in the London interbank market by GSCP for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

“Administrative Agent” as defined in the preamble hereto.

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings or any of its Subsidiaries, threatened in writing against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.

“Affected Lender” as defined in Section 2.18(b).

“Affected Loans” as defined in Section 2.18(b).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Agent” means each of Syndication Agent, Administrative Agent, Collateral Agent and Documentation Agent.

“Aggregate Amounts Due” as defined in Section 2.17.

“Aggregate Payments” as defined in Section 7.2.

“Agreement” means this Credit and Guaranty Agreement, dated as of February 11, 2005, as it may be amended, supplemented or otherwise modified from time to time.

“Applicable Margin” and “Applicable Revolving Commitment Fee Percentage” mean (i) with respect to Revolving Loans that are Eurodollar Rate Loans and the Applicable Revolving Commitment Fee Percentage, (a) from the Closing Date until the date of delivery of the Compliance Certificate and the financial statements for the first full Fiscal

3

Quarter following the Closing Date, a percentage, per annum, determined by reference to the following table as if the Leverage Ratio then in effect were 5.00:1.00; and (b) thereafter, a percentage, per annum, determined by reference to the Leverage Ratio in effect from time to time as set forth below:

Leverage Ratio	Applicable Margin for Revolving Loans		Applicable Revolving Commitment Fee Percentage
> 5.00:1.00	2.50	%	0.50	%
£ 5.00:1.00 > 4.00:1.00	2.25	%	0.50	%
£ 4.00:1.00	2.00	%	0.50	%

and (ii) with respect to Swing Line Loans and Revolving Loans that are Base Rate Loans, an amount equal to (a) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (i)(a) or (i)(b) above, as applicable, minus (b) 1.00% per annum. Each change in the Applicable Margin or the Applicable Revolving Commitment Fee Percentage shall become effective three Business Days after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.1(d) calculating the Leverage Ratio as at the end of the Fiscal Quarter to which such Compliance Certificate relates. At any time Company has not submitted to Administrative Agent the applicable information as and when required under Section 5.1(d), the Applicable Margin and the Applicable Revolving Commitment Fee Percentage shall be determined for the period from the date such information was required to have been delivered under Section 5.1(d) until three Business Days after the actual delivery thereof as if the Leverage Ratio were in excess of 5.00:1.00 for such period. Within one Business Day of receipt of the applicable information under Section 5.1(d), Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Margin and the Applicable Revolving Commitment Fee Percentage in effect from such date.

“Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including, without limitation, any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator. Without limiting the effect of the

4

foregoing, the Applicable Reserve Requirement shall reflect any reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

“Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person (other than Company or any Subsidiary), in one transaction or a series of transactions, of all or any part of Holdings’ or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including, without limitation, the Capital Stock of any of Holdings’ Subsidiaries, other than (i) inventory (or other assets) sold, leased, subleased, licensed, sublicensed or consigned in the ordinary course of business (excluding any such sales by operations or divisions discontinued or to be discontinued), (ii) equipment or other assets (including leases of real property) sold, replaced, abandoned, leased or otherwise disposed of that is obsolete, worn-out, condemned or no longer used or useful in the business of Holdings, Company or any of its Subsidiaries, (iii) dispositions, by means of trade-in, of equipment used in the ordinary course of business, so long as such equipment is replaced, substantially concurrently, by like-kind equipment, (iv) the use or transfer of Cash and Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Credit Documents, (v) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights and other intellectual property rights in the ordinary course of business, (vi) the creation of a Permitted Lien under Section 6.2, (vii) the compromise or settlement of any dispute, claim or legal proceeding with respect to any receivable or other claim under a Contractual Obligation for less than the total unpaid balance thereof in the ordinary course of business, (viii) to the extent allowable under Section 1031 of the Internal Revenue Code, any exchange of like property for use in a business of Company or any of its Subsidiaries permitted by Section 6.13 and (ix) sales of other assets for aggregate consideration of less than $500,000 with respect to any transaction or series of related transactions and less than $1,000,000 in the aggregate during any Fiscal Year.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

“Assignment Effective Date” as defined in Section 10.6(b).

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer or treasurer.

5

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus  ¹/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Beneficiary” means each Agent, Issuing Bank, Lender and Lender Counterparty.

“Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of any limited partnership, the Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Cash” means money, currency or an unencumbered credit balance in any demand or Deposit Account.

“Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the

6

United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, one of the two highest ratings obtainable from S&P or Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, one of the two highest ratings obtainable from S&P or Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) through (iv) above, (b) has net assets of not less than $250,000,000, and (c) has one of the two highest ratings obtainable from S&P or Moody’s when acquired; and (vi) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iv) above.

“Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit F.

“Change of Control” means, at any time, (i) the Permitted Holders shall cease to beneficially own and control at least 51% on a fully diluted basis of the economic and voting interests in the common stock of Holdings (with full power to elect directors); (ii) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than a Permitted Holder (a) shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the Voting Stock of Holdings and the Permitted Holders shall have ceased to beneficially own or control a greater percentage thereof or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the Board of Directors of Holdings; (iii) Holdings shall cease to beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of Company; (iv) the majority of the seats (other than vacant seats) on the Board of Directors of Company cease to be occupied by Persons who either (a) were members of the Board of Directors of Company on the Closing Date or (b) were nominated for election by the Permitted Holders or the Board of Directors of Company, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by the Permitted Holders or by a majority of such directors; or (v) any “change of control” or similar event under the Senior Subordinated Note Documents, the Equity Documents or any other documents governing Indebtedness of Holdings or any of its Subsidiaries shall occur.

“Class” means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Term Loan Exposure and (b) Lenders having Revolving Exposure (including Swing Line Lender) and (ii) with respect to Loans, each of the following classes of Loans: (a) Term Loans and (b) Revolving Loans (including Swing Line Loans).

7

“Closing Date” means the date on which the Term Loans are made.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit G-1.

“Collateral” means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

“Collateral Agent” as defined in the preamble hereto.

“Collateral Documents” means the Pledge and Security Agreement, the Mortgages, the Landlord Personal Property Collateral Access Agreements, if any, and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Lenders, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.

“Collateral Questionnaire” means a certificate in form satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party.

“Commitment” means any Revolving Commitment or Term Loan Commitment.

“Company” means initially, Finance Sub, and upon consummation of the Acquisition and the Merger, DynCorp International LLC.

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

“Consolidated Adjusted EBITDA” means, for any period, the Consolidated Net Income of Company and its Subsidiaries for such period plus (i) the sum, without duplication, of the following amounts to the extent deducted in computing such Consolidated Net Income: (a) Consolidated Interest Expense, (b) federal, state and local franchise taxes and other taxes based on income or profits, (c) total depreciation expense, (d) total amortization expense, (e) other non-Cash items (excluding any such non-Cash item to the extent that it represents an accrual or reserve for potential Cash items in any future period or amortization of a prepaid Cash item that was paid in a prior period), (f) management fees paid by Company in accordance with Section 6.12, (g) restructuring charges in an amount not to exceed $10,000,000 incurred in connection with the transactions contemplated by this Agreement and the Related Agreements, (h) transition expenses in an amount not to exceed $5,000,000 incurred in connection with the transactions contemplated by this Agreement and the Related Agreements, and (i) any goodwill impairment

8

charges minus (ii) other non-Cash items increasing Consolidated Net Income for such period (excluding any such non-Cash item to the extent it represents the reversal of an accrual or reserve for potential Cash item in any prior period or the accrual of revenue in the ordinary course of business); provided, that Consolidated Adjusted EBITDA for each of the Fiscal Quarters ended at July 2, 2004, October 1, 2004 and December 31, 2004 shall be deemed to equal $25,255,000, $33,340,000 and $29,846,000, respectively.

“Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of Company and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment;” provided that “Consolidated Capital Expenditures” shall not include any expenditures (i) for replacements and substitutions for capital assets, to the extent made with the proceeds of insurance in accordance with Section 2.14(b), (ii) made as part of a Permitted Acquisition, (iii) for replacements and substitutions for capital assets, to the extent made with the proceeds of assets sold, exchanged or otherwise disposed in accordance with, and permitted by, Section 6.9(b) and (c) or (iv) paid for with the proceeds from the issuance or sale of Capital Stock of Holdings and the corresponding equity investment by Holdings in Company reflected in the consolidated statement of cash flows of Company and its Subsidiaries.

“Consolidated Cash Interest Expense” means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in Cash.

“Consolidated Current Assets” means, as at any date of determination, the total assets of Company and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Company and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt and short term debt.

“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working Capital Adjustment, minus (ii) the sum, without duplication, of the amounts for such period of (a) voluntary and scheduled repayments of Indebtedness of Company and its Subsidiaries (excluding (x) repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments), (b) Consolidated Capital Expenditures (net of any proceeds of any related financings with respect to such expenditures), (c) Consolidated Cash Interest Expense, (d) provisions for current taxes based on income of Company and its Subsidiaries and payable in cash with respect to such period, and (e) management fees permitted under Section 6.12.

“Consolidated Interest Expense” means, for any period, total interest expense

9

(including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Company and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Company and its Subsidiaries (after taking into account the effect of any Interest Rate Agreements), including all amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Leases, imputed interest with respect to commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, commissions, discounts and other fees and charges owed with respect to letters of credit and net payments made under Interest Rate Agreements, but excluding, however, any amounts referred to in Section 2.11(d) payable on or before the Closing Date.

“Consolidated Net Income” means, for any period, (i) the net income (or loss) of Company and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income (or loss) of any Person (other than a Subsidiary of Company) in which any other Person (other than Company or any of its Subsidiaries) has a joint interest, except to the extent of the amount of cash dividends or other cash distributions actually paid to Company or any of its Subsidiaries by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Company or is merged into or consolidated with Company or any of its Subsidiaries or that Person’s assets are acquired by Company or any of its Subsidiaries, (c) the income of any Subsidiary of Company to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (d) any after-tax gains or losses attributable to Asset Sales (or transactions that are excluded from Asset Sales by clause (ix) of the definition thereof) or returned surplus assets of any Pension Plan, (e) (to the extent not included in clauses (a) through (d) above) any net extraordinary or nonrecurring gains or net extraordinary or nonrecurring losses, (f) the cumulative effect of a change in accounting principles and (g) any net loss resulting from Currency Agreements entered into in the ordinary course of business and not for speculative purposes.

“Consolidated Total Debt” means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness of Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

10

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contributing Guarantors” as defined in Section 7.2.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10.

“Credit Date” means the date of a Credit Extension.

“Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents, any documents or certificates executed by Company in favor of Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

“Credit Extension” means the making of a Loan or the issuance of a Letter of Credit.

“Credit Party” means each Person (other than any Agent, Issuing Bank or any Lender or any other representative thereof) from time to time party to a Credit Document.

“Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of all Lenders (calculated as if all Defaulting Lenders (other than such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

“Default Period” means, with respect to any Defaulting Lender, the period

11

commencing on the date of the applicable Funding Default and ending on the earliest of the following dates: (i) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.13 or Section 2.14 or by a combination thereof) and (b) such Defaulting Lender shall have delivered to Company and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which Company, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing.

“Defaulted Loan” as defined in Section 2.22.

“Defaulting Lender” as defined in Section 2.22.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Documentation Agent” as defined in the preamble hereto.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans as one of its businesses; provided, no Affiliate of Holdings or Sponsor shall be an Eligible Assignee.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) sponsored, maintained or contributed to by, or required to be contributed by, Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates.

“Environmental Claim” means any written: notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in

12

connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, or the protection of human, plant or animal health or welfare, in any manner applicable to Holdings or any of its Subsidiaries or any Facility.

“Equity Documents” means (i) the Certificate of Designation of Series A-1 Preferred Stock of Holdings, (ii) the Certificate of Designation of Series A-2 Preferred Stock of Holdings and (iii) the Securities Purchase Agreement among Holdings, DIV Holding LLC, VCDI Holding LLC, The Northwestern Mutual Life Insurance Company, and Carlisle Ventures, Inc.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of Holdings or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Holdings or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Holdings or such Subsidiary and with respect to liabilities arising after such period for which Holdings or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by

13

the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

“Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Existing Indebtedness” means Indebtedness described in Schedule 6.1.

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Holdings or any of its Subsidiaries or any of their respective predecessors or Affiliates.

14

“Fair Share” as defined in Section 7.2.

“Fair Share Contribution Amount” as defined in Section 7.2.

“Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by Administrative Agent.

“Finance Sub” as defined in the preamble hereto.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Holdings that such financial statements fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes.

“Financial Plan” as defined in Section 5.1(i).

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Company and its Subsidiaries ending on the Friday closest to March 31 of each calendar year.

“Flood Hazard Property” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of the Lenders, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

15

“Funding Default” as defined in Section 2.22.

“Funding Guarantors” as defined in Section 7.2.

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Grantor” as defined in the Pledge and Security Agreement.

“GSCP” as defined in the preamble hereto.

“Guaranteed Obligations” as defined in Section 7.1.

“Guarantor” means each of Holdings and each Domestic Subsidiary of Holdings (other than Company).

“Guarantor Subsidiary” means each Guarantor other than Holdings.

“Guaranty” means the guaranty of each Guarantor set forth in Section 7.

“Hazardous Materials” means any chemical, material or substance under any Environmental Law.

“Hazardous Materials Activity” means any activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

16

“Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement entered into with a Lender Counterparty in order to satisfy the requirements of this Agreement.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender from time to time in effect.

“Historical Financial Statements” means as of the Closing Date, (i) the audited financial statements of Holdings and its Subsidiaries, for the immediately preceding two Fiscal Years, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, and (ii) the unaudited financial statements of Holdings and its Subsidiaries as at the most recently ended Fiscal Quarter, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three-, six-or nine-month period, as applicable, ending on such date, and, in the case of clauses (i) and (ii), certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject, in the case of clause (ii), to changes resulting from audit and normal year-end adjustments and the absence of footnotes.

“Holdings” as defined in the preamble hereto.

“Increased-Cost Lenders” as defined in Section 2.23.

“Indebtedness”, as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money (excluding accounts payable which are classified as current liabilities in accordance with GAAP and which are not more than 90 days past due); (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (viii) any obligation of such Person the primary purpose or intent of which is to provide

17

assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (ix) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above; and (x) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including, without limitation, any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes; provided, in no event shall obligations under any Interest Rate Agreement and any Currency Agreement be deemed “Indebtedness” for any purpose under Section 6.8. For purposes of this definition, (A) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, (B) the amount of any Indebtedness described in clause (v) above for which recourse is limited to certain property of such Person shall be the lower of the amount of the obligation and the fair market value of the property securing such obligation, and (C) the principal amount of the Indebtedness under any Interest Rate Agreement or Currency Agreement at any time shall be equal to the amount payable as a result of the termination of such Interest Rate Agreement or Currency Agreement at such time.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); or (ii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Holdings or any of its Subsidiaries.

18

“Indemnitee” as defined in Section 10.3.

“Installment” as defined in Section 2.12.

“Installment Date” as defined in Section 2.12.

“Interest Coverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended, to (ii) Consolidated Cash Interest Expense for such four-Fiscal Quarter period.

“Interest Payment Date” means with respect to (i) any Revolving Loan that is a Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; (ii) any Revolving Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided, in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period; and (iii) Term Loans, each April 1, July 1, October 1 and January 1 of each year, commencing on July 1, 2005 through the final maturity date of such Loan.

“Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one-, two-, three- or six-months (or nine- or twelve-months, if available to all Lenders), as selected by Company in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of the Term Loans shall extend beyond the Term Loan Maturity Date; and (d) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.

“Interest Rate Agreement” means any interest rate swap agreement (whether from fixed to floating or from floating to fixed), interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.

19

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Investment” means (i) any direct or indirect purchase or other acquisition by Holdings or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor Subsidiary); (ii) any direct or indirect purchase or other acquisition for value, by any Subsidiary of Holdings from any Person (other than Holdings or any Guarantor Subsidiary), of any Capital Stock of such Person; and (iii) any direct or indirect loan, advance (other than advances to officers and employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by Holdings or any of its Subsidiaries to any other Person (other than Holdings or any Guarantor Subsidiary), including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, minus the amount received upon the sale, liquidation, repayment or return of such Investment.

“Issuance Notice” means an Issuance Notice substantially in the form of Exhibit A-3.

“Issuing Bank” means Bank of America, N.A., as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Landlord Personal Property Collateral Access Agreement” means a Landlord Waiver and Consent Agreement substantially in the form of Exhibit K with such amendments or modifications as may be approved by Collateral Agent (such approval not to be unreasonably withheld, conditioned or delayed).

“Lead Arrangers” as defined in the preamble hereto.

“Leasehold Property” means any leasehold interest of any Credit Party as lessee under any lease of real property, other than any such leasehold interest designated from time to time by Collateral Agent in its sole discretion as not being required to be included in the Collateral.

“Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto in accordance with Section 10.6 hereof pursuant to an Assignment Agreement.

20

“Lender Counterparty” means each Lender or any Affiliate of a Lender counterparty to a Hedge Agreement (including any Person who is a Lender (or any Affiliate thereof) as of the date of such Hedge Agreement but subsequently ceases to be a Lender) including, without limitation, each such Affiliate that enters into a joinder agreement with Collateral Agent.

“Letter of Credit” means a commercial or standby letter of credit issued or to be issued by Issuing Bank pursuant to this Agreement.

“Letter of Credit Sublimit” means the lesser of (i) $15,000,000 and (ii) the aggregate unused amount of the Revolving Commitments then in effect.

“Letter of Credit Usage” means, as at any date of determination, the sum (without duplication) of (i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of Company.

“Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Total Debt as of such day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

“Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities constituting Collateral, any purchase option, call or similar right of a third party with respect to such Securities.

“Loan” means a Term Loan, a Revolving Loan and a Swing Line Loan.

“Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Effect” means a material adverse effect on and/or material adverse developments with respect to (i) the business, operations, properties, assets or financial condition of Holdings and its Subsidiaries taken as a whole; (ii) the ability of the Company or the Credit Parties, taken as a whole, to fully and timely perform its or their Obligations; (iii) the legality, validity, binding effect or enforceability against a Credit Party of a material Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any material Credit Document.

21

“Material Contract” means any contract or other written agreement to which Holdings or any of its Subsidiaries is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

“Material Real Estate Asset” means (i) (a) any fee-owned Real Estate Asset having a fair market value in excess of $1,000,000 as of the date of the acquisition thereof and (b) all Leasehold Properties other than those with respect to which the aggregate payments under the term of the lease are less than $1,000,000 per annum or (ii) any Real Estate Asset that the Requisite Lenders have determined in their reasonable discretion is material to the business, operations, properties, assets, financial condition or prospects of Holdings and its Subsidiaries, taken as a whole.

“Merger” as defined in the recitals.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means a mortgage or deed of trust substantially in the form of Exhibit J, as it may be amended, supplemented or otherwise modified from time to time.

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate; provided, that such narrative report may be in the form of a management’s discussion and analysis of financial condition and results of operations customarily included in filings made with the Securities and Exchange Commission.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Holdings or any of its Subsidiaries from such Asset Sale (net of purchase price adjustments reasonably expected to be payable in connection therewith; provided that to the extent such purchase price adjustment is determined to be not payable or is otherwise not paid within 180 days of such Asset Sale (other than as a result of a dispute with respect to such

22

purchase price adjustment which is subject to a resolution procedure set forth in the applicable transaction documents), such proceeds shall constitute Net Asset Sale Proceeds), minus (ii) any bona fide costs incurred in connection with such Asset Sale, including (a) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale and any transfer, documentary or other taxes payable in connection therewith, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings or any of its Subsidiaries in connection with such Asset Sale including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters associated with such Asset Sale, and (d) brokerage fees, accountants’ fees, investment banking fees, legal fees, costs and expenses, survey costs, title insurance premiums and other customary fees, costs and expenses actually incurred in connection with such Asset Sale.

“Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by Holdings or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of Holdings or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by Holdings or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Holdings or such Subsidiary in respect of such loss, eminent domain, condemnation or otherwise or such sale, including, without limitation, payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the assets in question and that is required to be repaid under the terms thereof as a result of such loss, eminent domain, condemnation or otherwise or such sale, and (b) any bona fide costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes payable as a result of any gain recognized in connection therewith and any transfer, documentary or other taxes payable in connection therewith.

“Non-Consenting Lender” as defined in Section 2.23.

“Non-US Lender” as defined in Section 2.20(c).

“Note” means a Term Note, a Revolving Loan Note or a Swing Line Note.

“Notice” means a Funding Notice, an Issuance Notice, or a Conversion/Continuation Notice.

“Obligations” means all obligations of every nature of each Credit Party from

23

time to time owed to the Agents (including former Agents), the Lenders or any of them and Lender Counterparties, under any Credit Document or Hedge Agreement, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise.

“Obligee Guarantor” as defined in Section 7.7.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, or, as the case may be, its memorandum and articles, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended, and (v) with respect to any other Person, comparable instruments and documents, as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

“Permitted Acquisition” means any acquisition by Company or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Capital Stock of, or a business line or unit or a division of, any Person; provided,

(i) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(ii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

(iii) in the case of the acquisition of Capital Stock, all of the Capital Stock (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly

24

formed Subsidiary of Company in connection with such acquisition shall be owned 100% by Company or a Guarantor Subsidiary thereof, and Company shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Company, each of the actions set forth in Sections 5.10 and/or 5.11, as applicable;

(iv) Company and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.8 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended (as determined in accordance with Section 6.8(d));

(v) Company shall have delivered to Administrative Agent (A) at least 10 Business Days prior to such proposed acquisition, a Compliance Certificate evidencing compliance with Section 6.8 as required under clause (iv) above, together with all relevant financial information with respect to such acquired assets, including, without limitation, the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.8; and

(vi) any Person or assets or division as acquired in accordance herewith shall be in same business or lines of business in which Company and/or its Subsidiaries are engaged as of the Closing Date or any business reasonably related thereto.

“Permitted Holders” means (a) Sponsor and its Affiliates and (b) any Person whose voting rights with respect to Holdings’ Voting Stock are controlled by Sponsor and its Affiliates.

“Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Pledge and Security Agreement” means the Pledge and Security Agreement to be executed by Company and each Guarantor substantially in the form of Exhibit I, as it may be amended, supplemented or otherwise modified from time to time.

“Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

25

“Principal Office” means, for each of Administrative Agent, Swing Line Lender and Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Company, Administrative Agent and each Lender.

“Projections” as defined in Section 4.8.

“Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the Term Loan of any Lender, the percentage obtained by dividing (a) the Term Loan Exposure of that Lender by (b) the aggregate Term Loan Exposure of all Lenders; and (ii) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Term Loan Exposure and the Revolving Exposure of that Lender, by (B) an amount equal to the sum of the aggregate Term Loan Exposure and the aggregate Revolving Exposure of all Lenders.

“Purchase Agreement” as defined in the recitals.

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

“Refunded Swing Line Loans” as defined in Section 2.3(b)(iv).

“Register” as defined in Section 2.7(b).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Reimbursement Date” as defined in Section 2.4(d).

“Related Agreements” means, collectively, the Purchase Agreement, the Senior Subordinated Note Documents and the Equity Documents.

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material).

26

“Release Documents” as defined in Section 9.8(a).

“Replacement Lender” as defined in Section 2.23.

“Requisite Class Lenders” means, at any time of determination, (i) for the Class of Lenders having Term Loan Exposure, Lenders holding more than 50% of the aggregate Term Loan Exposure of all Lenders; and (ii) for the Class of Lenders having Revolving Exposure, Lenders holding more than 50% of the aggregate Revolving Exposure of all Lenders.

“Requisite Lenders” means one or more Lenders having or holding Term Loan Exposure and/or Revolving Exposure and representing more than 50% of the sum of (i) the aggregate Term Loan Exposure of all Lenders and (ii) the aggregate Revolving Exposure of all Lenders.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Holdings or Company now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Holdings or Company now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Holdings or Company now or hereafter outstanding; and (iv) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness.

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A-2 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Revolving Commitments as of the Closing Date is $75,000,000.

“Revolving Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

“Revolving Commitment Termination Date” means the earliest to occur of (i) March 31, 2005, if the Term Loans are not made on or before that date; (ii) the fifth anniversary of the Closing Date, (iii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14, and (iv) the date of the termination of the Revolving Commitments pursuant to Section 8.1.

27

“Revolving Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and (e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

“Revolving Loan” means a Loan made by a Lender to Company pursuant to Section 2.2(a) and/or 2.22.

“Revolving Loan Note” means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“Secured Parties” has the meaning assigned to that term in the Pledge and Security Agreement.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Seller” as defined in the recitals.

“Senior Subordinated Note Agreement” means any indenture, note purchase agreement or other agreement pursuant to which the Senior Subordinated Notes are issued as in effect on the date hereof and thereafter amended from time to time subject to the requirements of this Agreement.

“Senior Subordinated Note Documents” means the Senior Subordinated Notes,

28

the Senior Subordinated Note Agreement, the Senior Subordinated Note Guarantees and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Agreement.

“Senior Subordinated Note Guarantees” shall mean the guarantees of the Guarantor Subsidiaries pursuant to the Senior Subordinated Note Agreement.

“Senior Subordinated Notes” means the 9.5% Senior Subordinated Notes due 2013 issued by Company and DIV Capital Corporation and any registered notes issued by Company and DIV Capital Corporation in exchange for, and as contemplated by, such notes with substantially identical terms as such notes.

“Settlement Confirmation” as defined in Section 10.6(b).

“Settlement Service” as defined in Section 10.6(d).

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Solvency Certificate” means a Solvency Certificate of the chief financial officer of Holdings substantially in the form of Exhibit G-2.

“Solvent” means, with respect to any Credit Party, that as of the date of determination, both (i) (a) the sum of such Credit Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party’s present assets; (b) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) to the extent different from the standard set forth in clause (i), such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and applicable laws in the states of California, Delaware, Nevada, Texas and Virginia relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No.5).

“Sponsor” means Veritas Capital Management II, L.L.C.

“Subject Transaction” as defined in Section 6.8(d).

“Subordinated Indebtedness” means (i) all obligations under the Senior

29

Subordinated Note Documents and (ii) Indebtedness that is subordinated in right of payment to the Obligations on terms substantially the same as the subordination provisions contained in the Senior Subordinated Note Documents or otherwise reasonably satisfactory to the Administrative Agent.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the Voting Stock of such entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

“Swing Line Lender” means GSCP in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

“Swing Line Loan” means a Loan made by Swing Line Lender to Company pursuant to Section 2.3.

“Swing Line Note” means a promissory note in the form of Exhibit B-3, as it may be amended, supplemented or otherwise modified from time to time.

“Swing Line Sublimit” means the lesser of (i) $5,000,000, and (ii) the aggregate unused amount of Revolving Commitments then in effect.

“Syndication Agent” as defined in the preamble hereto.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided, “Tax on the overall net income” of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office).

“Term Loan” means a Term Loan made by a Lender to Company pursuant to Section 2.1(a).

“Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Term Loan, and “Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Term Loan Commitment, if any, is set

30

forth on Appendix A-1 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Term Loan Commitments as of the Closing Date is $345,000,000.

“Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term Loans of such Lender; provided, at any time prior to the making of the Term Loans, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Loan Commitment.

“Term Loan Maturity Date” means the earlier of (i) the sixth anniversary of the Closing Date, and (ii) the date that all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Term Loan Note” means a promissory note in the form of Exhibit B-1, as it may be amended, supplemented or otherwise modified from time to time.

“Terminated Lender” as defined in Section 2.23.

“Total Utilization of Revolving Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swing Line Loans, and (iii) the Letter of Credit Usage.

“Transaction Costs” means the fees, costs and expenses payable by Holdings, Company or any of Company’s Subsidiaries on or before the Closing Date or within a reasonable period of time thereafter in connection with the transactions contemplated by the Credit Documents and the Related Agreements, which Transaction Costs shall not exceed $40,000,000.

“Type of Loan” means (i) with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, a Base Rate Loan.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“Unadjusted Eurodollar Rate Component” means that component of the interest costs to Company in respect of a Eurodollar Rate Loan that is based upon the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person (for the purposes of this definition, the “issuer”) that is at that time entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees, or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies of the issuer.

31

1.2. Accounting Terms

Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Holdings to Lenders pursuant to Section 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable). Notwithstanding the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements. In the event that any Accounting Change shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then Company and Administrative Agent agree to enter into negotiations to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Company’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by Company and the Requisite Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred.

1.3. Interpretation, etc.

Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

SECTION 2. LOANS AND LETTERS OF CREDIT

2.1. Term Loans

(a) Loan Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Closing Date, a Term Loan to Company in an amount equal to such Lender’s Term Loan Commitment. Company may make only one borrowing under the Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections

32

2.12, 2.13(a) and 2.14, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Term Loan Commitment on such date.

(b) Borrowing Mechanics for Term Loans.

(i) Company shall deliver to Administrative Agent a fully executed Funding Notice for the Term Loans no later than (x) three (3) Business Days prior to the Closing Date with respect to Eurodollar Rate Loans to be made on the Closing Date or (y) one (1) Business Day prior to the Closing Date with respect to Base Rate Loans to be made on the Closing Date. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing.

(ii) Each Lender shall make its Term Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Company on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Company.

2.2. Revolving Loans

(a) Revolving Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

(b) Borrowing Mechanics for Revolving Loans.

(i) Except pursuant to Section 2.4(d) and Section 2.3(b)(iv), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount.

33

(ii) Whenever Company desires that Lenders make Revolving Loans, Company shall deliver to Administrative Agent a fully executed Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan.

(iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided Administrative Agent shall have received such notice by 10:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the same day as Administrative Agent’s receipt of such Notice from Company.

(iv) Each Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Principal Office designated by Administrative Agent or such other account as may be designated in writing to Administrative Agent by Company.

2.3. Swing Line Loans

(a) Swing Line Loan Commitment. During the Revolving Commitment Period, subject to the terms and conditions hereof, Swing Line Lender hereby agrees to make Swing Line Loans to Company in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving Commitment Period. Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments shall be paid in full no later than such date.

34

(b) Borrowing Mechanics for Swing Line Loans.

(i) Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

(ii) Whenever Company desires that Swing Line Lender make a Swing Line Loan, Company shall deliver to Administrative Agent a Funding Notice no later than 12:00 p.m. (New York City time) on the proposed Credit Date.

(iii) Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Swing Line Loans available to Company on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by Administrative Agent from Swing Line Lender to be credited to the account of Company at Administrative Agent’s Principal Office, or to such other account as may be designated in writing to Administrative Agent by Company.

(iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by Company pursuant to Section 2.13, Swing Line Lender may at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by Company) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to Company on such Credit Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender to Company, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender’s outstanding Revolving Loans to Company and shall be due under the Revolving Loan Note issued by Company to Swing Line Lender. Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company’s accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent of the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by Swing Line Lender, are

35

not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17.

(v) If for any reason Revolving Loans are not made pursuant to Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from Swing Line Lender, each Lender holding a Revolving Commitment shall deliver to Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of Swing Line Lender. In order to evidence such participation each Lender holding a Revolving Commitment agrees to enter into a participation agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender. In the event any Lender holding a Revolving Commitment fails to make available to Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.

(vi) Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that Swing Line Lender believed in good faith that all conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or the satisfaction of any such condition not

36

satisfied had been waived by the Requisite Lenders prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made; and (2) Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default or (B) at a time when a Funding Default exists unless Swing Line Lender has entered into arrangements satisfactory to it and Company to eliminate Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Ling Loan, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.

2.4. Issuance of Letters of Credit and Purchase of Participations Therein

(a) Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Company in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, in the event a Funding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and Company to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

(b) Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no later than 12:00 p.m. (New York City time) at least three Business Days (in the case of standby letters of credit) or five Business Days (in the case of commercial letters of credit), or in each case such shorter period as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank

37

shall issue the requested Letter of Credit only in accordance with Issuing Bank’s standard operating procedures. Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, Issuing Bank shall promptly notify each Lender of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.4(e).

(c) Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between Company and Issuing Bank, Company assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully (so long as such beneficiary has complied substantially) with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Company. Notwithstanding anything to the contrary contained in this Section 2.4(c), Company shall retain any and all rights it may have against Issuing Bank for any liability arising solely out of the gross negligence, willful misconduct or bad faith of Issuing Bank.

(d) Reimbursement by Company of Amounts Drawn or Paid Under Letters of Credit. In the event Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately notify Company and Administrative Agent, and Company shall reimburse Issuing Bank on or before the Business Day immediately following the date on which such

38

drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided, anything contained herein to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that Company intends to reimburse Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Funding Notice to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.4(d) shall be deemed to relieve any Lender from its obligation to make Revolving Loans on the terms and conditions set forth herein, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.4(d).

(e) Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, each Lender having a Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that Company shall fail for any reason to reimburse Issuing Bank as provided in Section 2.4(d), Issuing Bank shall promptly notify each Lender of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments. Each Lender shall make available to Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Issuing Bank. In the event that any Lender fails to make available to Issuing Bank on such business day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.4(e), Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks and thereafter at the Base Rate. Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any Lender to recover from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section in the event that it is determined that the payment with respect to a Letter of

39

Credit in respect of which payment was made by such Lender constituted gross negligence, willful misconduct or bad faith on the part of Issuing Bank. In the event Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or any portion of any drawing honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by Issuing Bank from Company in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

(f) Obligations Absolute. The obligation of Company to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which Company or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against Company, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Company or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries; (vi) any breach hereof or of any other Credit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that payment by Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence, willful misconduct or bad faith of Issuing Bank under the circumstances in question.

(g) Indemnification. Without duplication of any obligation of Company under Section 10.2 or 10.3, in addition to amounts payable as provided herein, Company hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by Issuing Bank, other than as a result of (1) the gross negligence, willful misconduct or bad faith of Issuing Bank or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

40

2.5. Pro Rata Shares; Availability of Funds

(a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

(b) Availability of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

2.6. Use of Proceeds

The proceeds of the Term Loans made on the Closing Date shall be applied by Company to fund, in part, the Acquisition (including paying fees, commissions and expenses in connection with the Acquisition). The proceeds of the Revolving Loans, Swing Line Loans and Letters of Credit made after the Closing Date shall be applied by Company for working capital and general corporate purposes of Holdings and its Subsidiaries, including Permitted Acquisitions. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation thereof or to violate the Exchange Act.

41

2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Company to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on Company, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Company’s Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordation in the Register shall govern.

(b) Register. Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at the Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of each Lender from time to time (the “Register”). The Register, as in effect at the close of business on the preceding Business Day, shall be available for inspection by Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Company and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Company’s Obligations in respect of any Loan. Company hereby designates GSCP to serve as Company’s agent solely for purposes of maintaining the Register as provided in this Section 2.7, and Company hereby agrees that, to the extent GSCP serves in such capacity, GSCP and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

(c) Notes. If so requested by any Lender by written notice to Company (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Company’s receipt of such notice) a Note or Notes to evidence such Lender’s Term Loan, Revolving Loan or Swing Line Loan, as the case may be.

2.8. Interest on Loans

(a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

42

(i) in the case of Revolving Loans:

(1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

(2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin;

(ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin; and

(iii) in the case of Term Loans:

(1) if a Base Rate Loan, at the Base Rate plus 1.75% per annum; provided, that if the Credit Agreement is assigned a credit rating of B1 or higher by Moody’s at any time after the Closing Date, on and after the first anniversary of the Closing Date Term Loans that are Base Rate Loans shall bear interest at the Base Rate plus 1.50% per annum; or

(2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus 2.75% per annum; provided, that if the Credit Agreement is assigned a credit rating of B1 or higher by Moody’s at any time after the Closing Date, on and after the first anniversary of the Closing Date Term Loans that are Eurodollar Rate Loans shall bear interest at the Base Rate plus 2.50% per annum.

(b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of 90 days following the Closing Date and the date that the Lead Arrangers notify Company that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by the Lead Arrangers, the Term Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c) In connection with Eurodollar Rate Loans there shall be no more than ten (10) Interest Periods outstanding at any time. In the event Company fails to specify between a

43

Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Company fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Company shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Company and each Lender.

(d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(e) Except as otherwise set forth herein, interest on each Loan (i) with respect to Revolving Loans, shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) with respect to Term Loans, shall accrue on a daily basis on and to the March 31^st, June 30^th, September 30^th and December 31^st most recently ended prior to such payment date and shall be payable in arrears on each Interest Payment Date; (iii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iv) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

(f) Company agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is

44

reimbursed by or on behalf of Company at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans.

(g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Company.

2.9. Conversion/Continuation

(a) Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, Company shall have the option:

(i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Company shall pay all amounts due under Section 2.18 in connection with any such conversion; or

(ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan.

(b) Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a

45

conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

2.10. Default Interest

Upon the occurrence and during the continuance of an Event of Default, the principal amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

2.11. Fees

(a) Company agrees to pay to Lenders having Revolving Exposure:

(i) commitment fees equal to (1) the average of the daily difference between (a) the Revolving Commitments, and (b) the Total Utilization of Revolving Commitments, times (2) the Applicable Revolving Commitment Fee Percentage; and

(ii) letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

(b) Company agrees to pay directly to Issuing Bank, for its own account, the following fees:

(i) a fronting fee equal to 0.125%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and

46

(ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges provided to the Company and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(c) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on April 1, July 1, October 1 and January 1 of each year during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date.

(d) In addition to any of the foregoing fees, Company agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon.

2.12. Scheduled Payments

The principal amounts of the Term Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) in the aggregate amounts set forth below on the dates set forth below (each, an “Installment Date”), commencing July 1, 2005:

Installment Date	Term Loan Installments
July 1, 2005	$	862,500
October 1, 2005	$	862,500
January 1, 2006	$	862,500
April 1, 2006	$	862,500
July 1, 2006	$	862,500
October 1, 2006	$	862,500

47

January 1, 2007	$	862,500
April 1, 2007	$	862,500
July 1, 2007	$	862,500
October 1, 2007	$	862,500
January 1, 2008	$	862,500
April 1, 2008	$	862,500
July 1, 2008	$	862,500
October 1, 2008	$	862,500
January 1, 2009	$	862,500
April 1, 2009	$	862,500
July 1, 2009	$	862,500
October 1, 2009	$	862,500
January 1, 2010	$	862,500
April 1, 2010	$	862,500
July 1, 2010	$	81,937,500
October 1, 2010	$	81,937,500
January 1, 2011	$	81,937,500
Term Loan Maturity Date	$	81,937,500

48

Notwithstanding the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and (y) the Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Term Loan Maturity Date.

2.13. Voluntary Prepayments/Commitment Reductions

(a) Voluntary Prepayments.

(i) Any time and from time to time:

(1) with respect to Base Rate Loans, Company may prepay any such Loans without penalty or premium on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount;

(2) with respect to Eurodollar Rate Loans, subject to Section 2.18(c), Company may prepay any such Loans without penalty or premium on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; and

(3) with respect to Swing Line Loans, Company may prepay any such Loans without penalty or premium on any Business Day in whole or in part in an aggregate minimum amount of $500,000, and in integral multiples of $100,000 in excess of that amount.

(ii) All such prepayments shall be made:

(1) upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans;

(2) upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans; and

(3) upon written or telephonic notice on the date of prepayment, in the case of Swing Line Loans;

in each case given to Administrative Agent or Swing Line Lender, as the case may be, by 12:00

49

noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender) or Swing Line Lender, as the case may be. Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

(b) Voluntary Commitment Reductions.

(i) Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount.

(ii) Company’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof.

2.14. Mandatory Prepayments/Commitment Reductions

(a) Asset Sales. Except as provided below, no later than the second Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to all Net Asset Sale Proceeds. So long as no Default or Event of Default shall have occurred and be continuing, and to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $5,000,000, Company shall have the option, directly or through one or more of its Subsidiaries, to invest Net Asset Sale Proceeds within one hundred eighty (180) days after receipt thereof in other assets useful in the business of Company and its Subsidiaries; provided, however, that as to any Net Asset Sale Proceeds that have not been so invested, or applied to prepay Loans within one hundred eighty (180) days after such Net Asset Sale Proceeds were received, Company or one of its Subsidiaries shall either (i) prepay the Loans and/or permanently reduce the Revolving Commitments with such Net Asset Sale Proceeds or (ii) have entered into a binding commitment to invest such Net Asset Sale Proceeds in such assets within 360 days after receipt thereof. Pending any such investment or

50

prepayments, all such Net Asset Sale Proceeds shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments). Any Net Asset Sale Proceeds which have not been invested or applied to prepay Loans as required above within 180 or, if a binding commitment to invest such Net Asset Sale Proceeds was entered into as provided above, 360 days after receipt shall be applied to prepay Loans at such time.

(b) Insurance/Condemnation Proceeds. Except as provided below, no later than the second Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds. So long as no Default or Event of Default shall have occurred and be continuing, and to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $5,000,000, Company shall have the option, directly or through one or more of its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof in other assets useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, however, that as to any Net Insurance/Condemnation Proceeds that have not been so invested, or applied to prepay Loans within one hundred eighty (180) days after such Net Insurance/Condemnation Proceeds were received, Company or one of its Subsidiaries shall either (i) prepay the Loans and/or permanently reduce the Revolving Commitments with such Net Insurance/Condemnation Proceeds or (ii) have entered into a binding commitment to invest such Net Insurance/Condemnation Proceeds in such assets within 360 days after receipt thereof. Pending any such investment or prepayments, all such Net Insurance/Condemnation Proceeds shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments). Any Net Insurance/Condemnation Proceeds which have not been invested or applied to prepay Loans as required above within 180 or, if a binding commitment to invest such Net Insurance/Condemnation Proceeds was entered into as provided above, 360 days after receipt shall be applied to prepay Loans at such time.

(c) Issuance of Equity Securities. No later than the second Business Day following the receipt by Holdings of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, Holdings or any of its Subsidiaries (other than pursuant to any employee stock or stock option compensation plan), Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) shall be 5.00:1.00 or less, Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such net proceeds.

51

(d) Issuance of Debt. No later than the second Business Day following the receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1), Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

(e) Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending in 2006), Company shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; provided, during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) shall be 5.00:1.00 or less, Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 50% of such Consolidated Excess Cash Flow.

(f) Revolving Loans and Swing Loans. Company shall from time to time prepay first, the Swing Line Loans without reduction of Commitments, and second, the Revolving Loans without reduction of Commitments to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect.

(g) Prepayment Certificate. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Commitments pursuant to Sections 2.14(a) through 2.14(e), Company shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that Company shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Company shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess, and, if required by this Section 2.14, shall promptly make an additional prepayment of the Loans and/or the Revolving Commitments shall be permanently reduced in an amount equal to such excess.

2.15. Application of Prepayments/Reductions

(a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by Company in the applicable notice of prepayment; provided, in the event Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows:

first, to repay outstanding Swing Line Loans to the full extent thereof without reduction of Commitments;

52

second, to repay outstanding Revolving Loans to the full extent thereof without reduction of Commitments; and

third, to prepay the Term Loans to the full extent thereof.

Any prepayment of any Term Loans pursuant to Section 2.13(a) shall be further applied, at the Company’s option, either (i) first, to such scheduled prepayments with respect thereto due on the Installment Dates occurring within the 12 months following such prepayment and, second, on a pro rata basis to reduce the scheduled remaining Installments of principal on such Term Loan or (ii) on a pro rata basis to reduce the scheduled remaining Installments of principal on such Term Loan.

(b) Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be applied as follows:

first, to prepay Term Loans on a pro rata basis to the remaining scheduled Installments of principal of the Term Loans;

second, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Commitments by the amount of such prepayment;

third, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Commitments by the amount of such prepayment;

fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit and to further permanently reduce the Revolving Loan Commitments by the amount of such prepayment;

fifth, to cash collateralize Letters of Credit and to further permanently reduce the Revolving Loan Commitments by the amount of such cash collateralization; and

sixth, to further permanently reduce the Revolving Commitments to the full extent thereof.

(c) Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Company pursuant to Section 2.18(c).

53

2.16. General Provisions Regarding Payments

(a) All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day.

(b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid.

(c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent.

(d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(e) Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.

(f) Company hereby authorizes Administrative Agent to charge Company’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

(g) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment (other than voluntary payments) may constitute or become a

54

Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

(h) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 7.2 of the Pledge and Security Agreement.

2.17. Ratable Sharing

Lenders hereby agree among themselves that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Company expressly consents to the foregoing arrangement and agrees that to the extent permitted by law any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

2.18. Making or Maintaining Eurodollar Rate Loans

(a) Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall, absent manifest error,

55

be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by Company with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

(b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Company shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding

56

sentence, nothing in this Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

(c) Compensation for Breakage or Non-Commencement of Interest Periods. Company shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Company.

(d) Booking of Eurodollar Rate Loans. Subject to Section 2.21, any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

2.19. Increased Costs; Capital Adequacy

(a) Compensation For Increased Costs. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new

57

law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (ii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(b) Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. No Lender shall be entitled to request any

58

payment pursuant to this Section 2.19(b) unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly situated borrowers. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

2.20. Taxes; Withholding, etc.

(a) Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment.

(b) Withholding of Taxes. If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender (which term shall include Issuing Bank for purposes of this Section 2.20(b)) under any of the Credit Documents: (i) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

59

(c) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to Administrative Agent for transmission to Company, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code or otherwise reasonably requested by Company to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver documentation pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code or otherwise reasonably requested by Company to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code or otherwise reasonably requested by Company to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount to any Non-US Lender under Section 2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.20(c), or (2) to notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to

60

which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve Company of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

2.21. Obligation to Mitigate.

Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender in any material respect; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (i) above. A certificate as to the amount of any such expenses payable by Company pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.

2.22. Defaulting Lenders

Anything contained herein to the contrary notwithstanding, in the event that any Lender defaults (a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Revolving Loan or its portion of any unreimbursed payment under Section 2.3(b)(iv) or 2.4(e) (in each case, a “Defaulted Loan”), then (a) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents; (b) to the extent permitted by applicable law, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (i) any voluntary prepayment of the Revolving Loans shall, if Company so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such

61

Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Revolving Loans shall, if Company so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that Company shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); (c) such Defaulting Lender’s Revolving Commitment and outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of calculating the Revolving Commitment fee payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Revolving Commitment fee pursuant to Section 2.11 with respect to such Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; and (d) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Company of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any Funding Default or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which Company may have against such Defaulting Lender with respect to any Funding Default and which Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Funding Default.

2.23. Removal or Replacement of a Lender

Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Company’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated

62

Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, Company may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to or simultaneously with the effectiveness of such election, Company shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

SECTION 3. CONDITIONS PRECEDENT

3.1. Closing Date.

The obligation of any Lender to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date:

(a) Credit Documents. Administrative Agent shall have received sufficient copies of each Credit Document originally executed and delivered by each applicable Credit Party for each Lender.

(b) Organizational Documents; Incumbency. Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of

63

the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate (or the equivalent) from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

(c) Organizational and Capital Structure. The organizational structure and capital structure of Holdings and its Subsidiaries, both before and after giving effect to the Acquisition, shall be as set forth on Schedule 4.1.

(d) Capitalization of Holdings and Company. On or before the Closing Date, Holdings or its parent entity shall have issued (i) common equity in Holdings or such parent entity to Permitted Holders of not less than $100,000,000 and (ii) preferred equity in Holdings to the Seller and other investors reasonably acceptable to the Lenders of not less than $125,000,000, all on terms and conditions reasonably satisfactory to the Lenders (the “Equity Financing”) and the Company shall have received the proceeds thereof from Holdings and the gross proceeds of the Senior Subordinated Notes in an aggregate principal amount not less than $320,000,000 which, together with the proceeds from borrowings made on the Closing Date pursuant to this Agreement, shall be sufficient to consummate the Acquisition and pay all related fees, commissions and expenses. The terms of the Equity Financing and the agreements relating thereto, to the extent relevant to the financing pursuant to this Agreement, shall be reasonably satisfactory in all material respects to Administrative Agent.

(e) Consummation of Transactions Contemplated by Related Agreements.

(i) (1) All conditions to the issuance and sale of the Senior Subordinated Notes shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of Administrative Agent, (2) the terms of the Senior Subordinated Note Documents shall be reasonably satisfactory in all respects to Administrative Agent and its counsel, and (3) Company shall have issued $320,000,000 in aggregate face value of the Senior Subordinated Notes.

(ii) (1) The structure utilized to consummate the Acquisition, the terms thereof, the costs and expenses incurred in connection therewith, the pro forma capitalization of the Company after giving effect to the Acquisition and the definitive documentation relating thereto shall be in form and substance reasonably satisfactory to Administrative Agent, (2) the Purchase Agreement shall be in full force and effect on the Closing Date, (3) the Acquisition shall have been consummated pursuant to the Purchase Agreement, and (4) all conditions precedent to the consummation of the Acquisition shall have been satisfied or, with the prior approval of Administrative Agent, waived.

(iii) There shall not exist (pro forma for the Acquisition and the financing thereof) any default or event of default under any of the Credit Documents, or under any other material Indebtedness of the Company or its Subsidiaries.

64

(iv) Administrative Agent shall have received a fully executed or conformed copy of each Related Agreement and any documents executed in connection therewith.

(f) Existing Indebtedness. On the Closing Date, Holdings and its Subsidiaries shall have (i) repaid in full all Existing Indebtedness listed in Part A of Schedule 6.1, (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing Existing Indebtedness listed in Part A of Schedule 6.1 or other obligations of Holdings and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Holdings and its Subsidiaries with respect thereto.

(g) Transaction Costs. On or prior to the Closing Date, Company shall have delivered to Administrative Agent Company’s reasonable best estimate of the Transaction Costs (other than fees payable to any Agent).

(h) Governmental Authorizations and Consents. Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the transactions contemplated by the Credit Documents and the Related Agreements (except for any Governmental Authorizations or consents the absence of which could not reasonably be expected to have a Material Adverse Effect) and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent Governmental Authority which would restrain, prevent or otherwise impose materially adverse conditions on the transactions contemplated by the Credit Documents or the Related Agreements or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

(i) Personal Property Collateral. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Collateral Agent shall have received:

(i) evidence reasonably satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein);

65

(ii) a completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens);

(iii) opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party is organized as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent;

(iv) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the landlord of any Leasehold Property and by the applicable Credit Party and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent; and

(v) evidence satisfactory to the Collateral Agent that Company has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all such financing statements and notification to the Collateral Agent, of, among other things, the upcoming lapse or expiration thereof.

(j) Environmental Reports. Administrative Agent shall have received reports and other information concerning any environmental liabilities as are delivered by Seller under the Purchase Agreement, in form, scope and substance reasonably satisfactory to Administrative Agent.

(k) Financial Statements; Projections. Lenders shall have received from Holdings (i) the Historical Financial Statements, (ii) pro forma consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the Closing Date, and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date, which pro forma financial statements shall be in form and substance reasonably satisfactory to Administrative Agent, and (iii) the Projections.

66

(l) Evidence of Insurance. Collateral Agent shall have received a certificate from Company’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect, together with endorsements naming the Collateral Agent, for the benefit of Lenders, as additional insured and loss payee thereunder to the extent required under Section 5.5.

(m) Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally executed copies of the favorable written opinion of Schulte Roth & Zabel LLP, special New York counsel for the Credit Parties, substantially in the form of Exhibit D and as to such other matters as Administrative Agent or Syndication Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).

(n) Fees. Company shall have paid to Syndication Agent, Administrative Agent and Documentation Agent, the fees payable on the Closing Date referred to in Section 2.11(d).

(o) Solvency Certificate. On the Closing Date, Administrative Agent shall have received a Solvency Certificate from Company dated the Closing Date and addressed to Syndication Agent, Administrative Agent and Lenders, and in form, scope and substance reasonably satisfactory to Administrative Agent, with appropriate attachments and demonstrating that the Company and its Subsidiaries, taken as a whole, are, and after giving effect to the consummation of the Acquisition, will be Solvent.

(p) Closing Date Certificate. Holdings and Company shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

(q) Credit Rating. The credit facilities provided for under this Agreement shall have been assigned a credit rating by either S&P and/or Moody’s.

(r) Closing Date. Lenders shall have made the Term Loans to Company on or before March 31, 2005.

(s) No Litigation. There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of Administrative Agent, singly or in the aggregate, materially impairs the Acquisition, the financing thereof or any of the other transactions contemplated by the Credit Documents or the Related Agreements, or that could reasonably be expected to have a Material Adverse Effect.

(t) Completion of Proceedings. All partnership, corporate and other proceedings

67

taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent and its counsel shall be reasonably satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request.

(u) Minimum EBITDA; Maximum Total Leverage. The pro forma Consolidated Adjusted EBITDA of the Company, after giving effect to the Acquisition, for the twelve-month period ended December 31, 2004 shall not be less than $107.4 million. The ratio of pro forma Consolidated Total Debt to pro forma Consolidated Adjusted EBITDA, after giving effect to the Acquisition, for the twelve-month period ended December 31, 2004, shall not be greater than 6.20:1.00.

Each Lender, by delivering its signature page to this Agreement and funding a Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

3.2. Conditions to Each Credit Extension

(a) Conditions Precedent. The obligation of each Lender to make any Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

(i) Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be;

(ii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date;

(iii) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default;

(iv) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit; and

68

(v) after giving effect to such Credit Extension and the anticipated use of proceeds thereof, the aggregate Cash and Cash Equivalents of Holdings and its Subsidiaries will not exceed $10,000,000.

(b) Notices. Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Company or for otherwise acting in good faith.

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce Lenders and Issuing Bank to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants to each Lender and Issuing Bank, on the Closing Date and on each Credit Date, that the following statements are true and correct (it being understood that (i) any representations and warranties made on and as of a Credit Date other than the Closing Date shall be true and correct to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date and (ii) the representations and warranties made on the Closing Date are deemed to be made concurrently with the consummation of the transactions contemplated hereby):

4.1. Organization; Requisite Power and Authority; Qualification.

Each of Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

4.2. Capital Stock and Ownership

The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the

69

date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Acquisition.

4.3. Due Authorization

The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

4.4. No Conflict

The execution, delivery and performance by the Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, (ii) any of the Organizational Documents of Holdings or any of its Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries, except in the case of clauses (i) and (iii) to the extent such violation could not reasonably be expected to have a Material Adverse Effect; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material Contractual Obligation of Holdings or any of its Subsidiaries; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries, except for any such approval or consent (i) which will be obtained on or before the Closing Date and disclosed in writing to Lenders or (ii) where the failure to obtain such approval or consent would not be reasonably expected to have a Material Adverse Effect.

4.5. Governmental Consents

The execution, delivery and performance by the Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except as have been obtained or made and are in full force and effect and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, as of the Closing Date, except for registrations, consents, approvals, notices or actions the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect.

70

4.6. Binding Obligation

Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

4.7. Historical Financial Statements

The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to the absence of footnotes and changes resulting from audit and normal year-end adjustments. As of the Closing Date, any contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitments of Holdings and its Subsidiaries which in any such case is material in relation to the business, operations, properties, assets or financial condition of Holdings and its Subsidiaries taken as a whole has been reflected in the most recent Historical Financial Statements or the notes thereto to the extent required by GAAP or otherwise disclosed in a Schedule hereto.

4.8. Projections

On and as of the Closing Date, the Projections of Holdings and its Subsidiaries for the period Fiscal Year 2005 through and including Fiscal Year 2008 (the “Projections”) are based on good faith estimates and assumptions made by the management of Holdings believed to be reasonable at the time made; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material.

4.9. No Material Adverse Change

Since April 2, 2004, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

4.10. Intentionally Omitted

4.11. Adverse Proceedings, etc.

There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or other Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

71

4.12. Payment of Taxes.

Except as otherwise permitted under Section 5.3, all federal and other material tax returns and reports of Holdings and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon Holdings and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable. Holdings knows of no proposed tax assessment against Holdings or any of its Subsidiaries which is not being actively contested by Holdings or such Subsidiary in good faith and by appropriate proceedings; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

4.13. Properties

(a) Title. Each of Holdings and its Subsidiaries (i) has good, sufficient and legal title to (in the case of fee interests in real property) or valid leasehold interests in (in the case of leasehold interests in real or personal property), and (ii) is the owner of (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.9 and except for such disposals or defects that neither individually nor in the aggregate could reasonably be expected to have a Material Adverse Effect. All such properties and assets are free and clear of Liens, except Permitted Liens.

(b) Real Estate. Schedule 4.13 contains a true, accurate and complete list of (i) all Real Estate Assets located within the United States as of the Closing Date, (ii) all Real Estate Assets with a monthly lease payment of $10,000 or more located outside of the United States as of November 30, 2004, (iii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party located in the United States as of the Closing Date, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment and (iv) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) with a monthly lease payment of $10,000 or more affecting each Real Estate Asset of any Credit Party located outside of the United States as of November 30, 2004, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clauses (iii) and (iv) of the immediately preceding sentence is in full force and effect and Holdings and its Subsidiaries do not have knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

72

4.14. Environmental Matters

Except as set forth in Schedule 4.14: (i) neither Holdings nor any of its Subsidiaries nor any of their respective Facilities or operations have received a written order, consent decree or settlement agreement that remains outstanding from any Person relating to any Environmental Law in effect during the term of this Agreement or any Environmental Claim that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) to Holdings’ or its Subsidiaries’ knowledge, neither Holdings nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (iii) there are and, to each of Holdings’ and its Subsidiaries’ knowledge, there have been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Holdings or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iv) neither Holdings nor any of its Subsidiaries nor, to any Credit Party’s knowledge, any predecessor of Holdings or any of its Subsidiaries has operated a facility to treat Hazardous Materials; (v) none of Holdings’ or any of its Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent, except in compliance in all material respects with applicable Environmental Laws; (vi) to Holdings’ or its Subsidiaries’ knowledge, compliance with Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (vii) to Holdings’ or its Subsidiaries’ knowledge, there exists no Release of Hazardous Materials at any Facility or any Hazardous Materials Activity in violation of Environmental Laws, which individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.

4.15. No Defaults

Neither Holdings nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

4.16. Material Contracts

Schedule 4.16 contains a true, correct and complete list of all the Material Contracts in effect on the Closing Date, and except as described thereon, all such Material Contracts are in full force and effect and, to the knowledge of Holdings and its Subsidiaries, no defaults currently exist thereunder.

4.17. Governmental Regulation

Neither Holdings nor any of its Subsidiaries is subject to regulation under the Public

73

Utility Holding Company Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness. Neither Holdings nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.18. Margin Stock

Neither Holdings nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans made to such Credit Party will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of said Board of Governors.

4.19. Employee Matters

Neither Holdings nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against Holdings or any of its Subsidiaries, or to the knowledge of Holdings and Company, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Holdings or any of its Subsidiaries or to the knowledge of Holdings and Company, threatened against any of them, (b) no strike or work stoppage in existence or threatened involving Holdings or any of its Subsidiaries, and (c) to the knowledge of Holdings and Company, no union representation question existing with respect to the employees of Holdings or any of its Subsidiaries and, to the knowledge of Holdings and Company, no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.

4.20. Employee Benefit Plans

Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan in all material respects. Except as set forth on Schedule 4.20, each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Affiliates that, either individually or in the aggregate, could reasonably be expected to

74

have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates (other than life insurance policies for terminated employees in the ordinary course of business consistent with past practice). The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan in an amount that could reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, none of Holdings, its Subsidiaries or their respective ERISA Affiliates would become subject to any material liability under ERISA if Holdings, its Subsidiaries or any of their respective ERISA Affiliates were to withdraw completely (within the meaning of Section 4203 of ERISA) from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied in all material respects with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

4.21. Certain Fees

No broker’s or finder’s fee or commission will be payable by or on behalf of Sponsor, Holdings or Company with respect hereto or any of the transactions contemplated hereby.

4.22. Solvency

The Credit Parties, taken as a whole, are and, upon the incurrence of any Obligation by such Credit Parties on any date on which this representation and warranty is made, will be, Solvent.

4.23. Related Agreements

(a) Delivery. Holdings and Company have delivered to Administrative Agent complete and correct copies of (i) each Related Agreement and of all exhibits and schedules thereto as of the date hereof and (ii) copies of any material amendment, restatement, supplement or other modification to or waiver of each Related Agreement entered into after the date hereof.

(b) Representations and Warranties. Except to the extent otherwise expressly set forth in this Agreement or the applicable Related Agreement or in the schedules to this Agreement or the applicable Related Agreement, and subject to the qualifications set forth therein, each of the representations and warranties given by Holdings or Finance Sub in any Related Agreement is true and correct in all material respects as of the Closing Date (or as of any earlier date to which such representation and warranty specifically relates). Notwithstanding

75

anything in the Related Agreement to the contrary, the representations and warranties of Holdings set forth in this Section 4.23 shall, solely for purposes hereof, survive the Closing Date for the benefit of Lenders.

(c) Governmental Approvals. Except as set forth on Schedule 4.23, all Governmental Authorizations and all other authorizations, approvals and consents of any other Person required by the Related Agreements or to consummate the Acquisition have been obtained and are in full force and effect.

(d) Conditions Precedent. On the Closing Date, (i) all of the conditions to effecting or consummating the transactions set forth in the Related Agreements have been duly satisfied or, with the consent of Administrative Agent, waived, and (ii) the transactions contemplated by Related Agreements have been consummated in accordance with the Related Agreements and all applicable laws.

4.24. Compliance with Statutes, etc

Each of Holdings and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of Holdings or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

4.25. Disclosure

No representation or warranty of any Credit Party contained in any Credit Document or in any other documents, certificates or written statements furnished to Lenders by or on behalf of Holdings or any of its Subsidiaries for use in connection with the transactions contemplated hereby contained (as of the date such Credit Document or other document, certificate or statement was so furnished) any untrue statement of a material fact or omitted to state a material fact (known to Holdings or Company, in the case of any document not furnished by either of them) necessary in order to make the statements contained herein or therein (taken as a whole) not misleading in light of the circumstances in which the same were made. As of the Closing Date, there are no facts known (or which should upon the reasonable exercise of diligence be known) to Holdings or Company (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished to Lenders for use in connection with the transactions contemplated hereby.

4.26. Patriot Act

To the extent applicable, each Credit Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as

76

amended) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Act”). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

SECTION 5. AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that so long as any Commitment is in effect and until payment in full of all Obligations (other than contingent indemnification Obligations) and cancellation or expiration or cash-collateralization, in a manner satisfactory to the Administrative Agent, of all Letters of Credit, each Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.

5.1. Financial Statements and Other Reports

Holdings will deliver to Administrative Agent, Lead Arrangers and Lenders:

(a) Monthly Reports. As soon as available, and in any event within 30 days after the end of each month ending after the Closing Date, the consolidated balance sheet of Company and its Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail, together with a Financial Officer Certification with respect thereto;

(b) Quarterly Financial Statements. As soon as available, and in any event within 45 days (or such shorter period in which Holdings or Company shall have filed its Quarterly Report on Form 10-Q) after the end of each of the first three Fiscal Quarters of each Fiscal Year, the consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto;

77

(c) Annual Financial Statements. As soon as available, and in any event within 90 days (or such shorter period in which Holdings or Company shall have filed its Annual Report on Form 10-K) after the end of each Fiscal Year, (i) the consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte & Touche LLP or other independent certified public accountants of recognized national standing selected by Company, and reasonably satisfactory to Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of the Credit Documents, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof;

(d) Compliance Certificate. Together with each delivery of financial statements of Company and its Subsidiaries pursuant to Sections 5.1(b) and 5.1(c), a duly executed and completed Compliance Certificate;

(e) Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Company and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for the most recent prior financial statements in form and substance reasonably satisfactory to Administrative Agent;

(f) Notice of Default. Promptly upon any senior officer of Holdings or Company obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of

78

Default or that notice has been given to Holdings or Company with respect thereto; (ii) that any Person has given any notice to Holdings or any of its Subsidiaries or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of its Authorized Officers specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action Company has taken, is taking and proposes to take with respect thereto;

(g) Notice of Litigation. Promptly upon any senior officer of Holdings or Company obtaining knowledge of (i) the institution of, or non-frivolous written threat of, any Adverse Proceeding not previously disclosed in writing by Company to Lenders, or (ii) any material development in any Adverse Proceeding that, in the case of either (i) or (ii) if adversely determined, could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to Holdings or Company to enable Lenders and their counsel to evaluate such matters;

(h) ERISA. (i) Promptly upon becoming aware of the occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (2) all notices received by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request;

(i) Financial Plan. As soon as practicable and in any event no later than thirty days after the beginning of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year and each Fiscal Year (or portion thereof) through the final maturity date of the Loans (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Holdings and its Subsidiaries for each such Fiscal Year, together with pro forma Compliance Certificates for each such Fiscal Year and an explanation of the assumptions on which such forecasts are based, (ii) forecasted consolidated statements of income and cash flows of Holdings and its Subsidiaries for each month of the first such Fiscal Year covered in such Financial Plan, (iii) forecasts demonstrating projected compliance with the requirements of Section 6.8 through the final maturity date of the Loans and (iv) forecasts demonstrating adequate liquidity through the final maturity date of the Loans

79

without giving effect to any additional debt or equity offerings not reflected in the Projections, together, in each case, with an explanation of the assumptions on which such forecasts are based all in form and substance reasonably satisfactory to Agents;

(j) Insurance Report. As soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such report by Holdings and its Subsidiaries and all material insurance coverage planned to be maintained by Holdings and its Subsidiaries in the immediately succeeding Fiscal Year;

(k) Notice of Change in Board of Directors. With reasonable promptness, written notice of any change in the Board of Directors of Holdings or Company;

(l) Notice Regarding Material Contracts. Promptly, and in any event within ten Business Days (i) after any Material Contract of Holdings or any of its Subsidiaries is terminated or amended in a manner that could reasonably be expected to have a Material Adverse Effect or (ii) any new Material Contract is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no such prohibition on delivery shall be effective if it were bargained for by Holdings or its applicable Subsidiary with the intent of avoiding compliance with this Section 5.1(l)), and an explanation of any actions being taken with respect thereto;

(m) Environmental Reports and Audits. As soon as practicable following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any Facility or which relate to any environmental liabilities of Holdings or its Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

(n) Information Regarding Collateral. (a) Company will furnish to Collateral Agent prompt written notice of any change (i) in any Credit Party’s corporate name, (ii) in any Credit Party’s identity or corporate structure or (iii) in any Credit Party’s Federal Taxpayer Identification Number. Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents. Company also agrees promptly to notify Collateral Agent if any material portion of the Collateral is damaged or destroyed;

(o) Annual Collateral Verification. Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(c), Company shall deliver to Collateral Agent an Officer’s Certificate (i) either confirming that there has been no change in such information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section

80

and/or identifying such changes and (ii) certifying that all Uniform Commercial Code financing statements (including fixtures filings, as applicable) or other appropriate filings, recordings or registrations, have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified in the Collateral Questionnaire or in the Officer’s Certificate updating such Collateral Questionnaire pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period);

(p) Notices to or from Holders of Subordinated Indebtedness. Copies of all notices, reports, certificates and other information furnished to or received from any of the holders of Subordinated Indebtedness or any other agent or representative of such holders (including any notices or other documents relating to any default or potential default under the Senior Subordinated Note Documents, but in any event excluding routine notices, reports and certificates of an administrative nature), in each case promptly after the same are so furnished or received; furthermore, on the date of the occurrence thereof under the Senior Subordinated Note Documents, notice that any or all of the obligations under the Senior Subordinated Note Documents have been accelerated; and

(q) Other Information. (A) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by Holdings to its security holders (acting in such capacity) generally or by any Subsidiary of Holdings to its security holders other than Holdings or another Subsidiary of Holdings, (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Holdings or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by Holdings or any of its Subsidiaries to the public concerning material developments in the business of Holdings or any of its Subsidiaries, and (B) such other information and data with respect to Holdings or any of its Subsidiaries as from time to time may be reasonably requested by Administrative Agent or any Lender.

5.2. Existence

Except as otherwise permitted under Section 6.9, each Credit Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect (i) its existence and (ii) all rights and franchises, licenses and permits, except in the case of clause (ii) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, no Credit Party or any of its Subsidiaries shall be required to preserve any such existence, right, franchise, license or permit if such Person’s Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof will not materially and adversely affect such Person or the Lenders.

5.3. Payment of Taxes and Claims

Each Credit Party will, and will cause each of its Subsidiaries to, pay all Taxes imposed

81

upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all liabilities (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim. No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Holdings or any of its Subsidiaries).

5.4. Maintenance of Properties

Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of Holdings and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof.

5.5. Insurance

Holdings will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Holdings and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, Holdings will maintain or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and (b) replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses. Each such policy of insurance shall (i) name Collateral Agent, on behalf of Lenders, as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, reasonably satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf of Lenders, as the loss payee thereunder and provides for at least thirty days’ prior written notice to Collateral Agent of any modification or cancellation of such policy.

82

5.6. Inspections

Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all upon prior reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested.

5.7. Lenders Meetings

Holdings and Company will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Company’s corporate offices (or at such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent.

5.8. Compliance with Laws

Each Credit Party will comply, and shall cause each of its Subsidiaries and all other Persons, if any, on or occupying any Facilities to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.9. Environmental

(a) Environmental Disclosure. Holdings will deliver to Administrative Agent and Lenders:

(i) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Holdings or any other Person in response to (A) any Hazardous Materials Activities the existence of which could reasonably be expected to result in one or more Environmental Claims which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

(ii) as soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any written request for information from any governmental agency identifying Holdings or any of its Subsidiaries as potentially responsible for any Hazardous Materials Activity;

83

(iii) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations and (2) any proposed action to be taken by Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Holdings or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws that would be reasonably expected to have a Material Adverse Effect; and

(iv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9.

(b) Hazardous Materials Activities, Etc. Each Credit Party shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.10. Subsidiaries

In the event that any Person becomes a Domestic Subsidiary of Company, Company shall (a) promptly cause such Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(i), and 3.1(l). In the event that any Person becomes a Foreign Subsidiary of Company, and the ownership interests of such Foreign Subsidiary are owned by Company or by any Domestic Subsidiary thereof, Company shall, or shall cause such Domestic Subsidiary to, deliver all such documents, instruments, agreements, and certificates as are similar to those described in Section 3.1(b)(i), (iv) and (v), and Company shall take, or shall cause such Domestic Subsidiary to take, all of the actions referred to in Section 3.1(i)(i) necessary to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, under the Pledge and Security Agreement in 65% of such ownership interests. With respect to each such Subsidiary, Company shall promptly send to Administrative Agent written notice setting forth with respect to such Person

84

(i) the date on which such Person became a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedules 4.1 and 4.2 for all purposes hereof.

5.11. Additional Material Real Estate Assets

In the event that any Credit Party acquires a Material Real Estate Asset, or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party, promptly but in any event not more than 60 days (i) after acquiring such Material Real Estate Asset (in the case of any Material Real Estate Asset owned by a Credit Party) or (ii) after request by the Collateral Agent (in the case of any Material Real Estate Asset leased by a Credit Party), shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, title policies, landlord waivers and/or estoppels, reports, opinions and certificates, which may include items similar to those described in Sections 3.1(i) and 3.1(j), with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

5.12. Interest Rate Protection

No later than 90 days following the Closing Date and at all times thereafter, Company shall maintain, or caused to be maintained, in effect one or more Interest Rate Agreements for a term of not less than three years and otherwise in form and substance reasonably satisfactory to Administrative Agent, which Interest Rate Agreements shall effectively limit the Unadjusted Eurodollar Rate Component of the interest costs to Company with respect to an aggregate notional principal amount of not less than 50% of the aggregate principal amount of Term Loans outstanding from time to time (based on the assumption that such notional principal amount was a Eurodollar Rate Loan with an Interest Period of three months).

5.13. Further Assurances

At any time or from time to time upon the request of Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent or Collateral Agent may reasonably request in order to effect fully the purposes of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as Administrative Agent or Collateral Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by substantially all of the assets of Holdings and its Domestic Subsidiaries and all of the outstanding Capital Stock of Company and its Domestic Subsidiaries and first-tier Foreign Subsidiaries (subject to limitations contained in the Credit Documents with respect to Foreign Subsidiaries).

85

5.14. Non-Consolidation

Unless otherwise consented to by Agents or Requisite Lenders, Holdings will and will cause each of its Subsidiaries to: (i) maintain entity records and books of account separate from those of any other entity which is an Affiliate of such entity; (ii) not commingle its funds or assets with those of any other entity which is an Affiliate of such entity (except pursuant to cash management systems reasonably acceptable to the Administrative Agent); and (iii) provide that its Board of Directors or other analogous governing body will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will be separate from those of other entities.

SECTION 6. NEGATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other than contingent indemnification Obligations) and cancellation or expiration or cash-collateralization, in a manner satisfactory to the Administrative Agent, of all Letters of Credit, such Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

6.1. Indebtedness

No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

(a) the Obligations;

(b) (i) Indebtedness of any Guarantor Subsidiary to Company or to any other Guarantor Subsidiary, or of Company to any Guarantor Subsidiary; (ii) Indebtedness of any Subsidiary of Company that is not a Guarantor to Company or any Subsidiary of Company in an aggregate principal amount that, together with Indebtedness under the proviso of Section 6.1(h), does not exceed $7,500,000 at any time; and (iii) Indebtedness of Company or any Guarantor Subsidiary to any Subsidiary of Company that is not a Guarantor; provided, (A) all such Indebtedness under this clause (b) shall be evidenced by promissory notes and all such notes shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement (except to the extent that the Indebtedness is owed to a Foreign Subsidiary), (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to Administrative Agent, and (C) any payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Company or to any of its Subsidiaries for whose benefit such payment is made;

86

(c) (i) the Senior Subordinated Notes in an aggregate principal amount not to exceed $320,000,000 and (ii) preferred Capital Stock issued by Holdings pursuant to the Equity Documents;

(d) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Company or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Holdings or any of its Subsidiaries;

(e) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business;

(f) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(g) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Holdings and its Subsidiaries;

(h) guaranties by Company of Indebtedness of a Subsidiary and guaranties by a Subsidiary of Company of Indebtedness of Company or a Subsidiary of Company with respect to, in each case, Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that the aggregate amount of Indebtedness of Subsidiaries of Company that are not Guarantors which has been guaranteed by Company and the Guarantor Subsidiaries, together with Indebtedness under clause (b)(ii), shall not exceed $7,500,000 at any time;

(i) Existing Indebtedness not refinanced on the Closing Date;

(j) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed at any time $10,000,000; provided, any such Indebtedness (i) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 95% of the aggregate consideration paid with respect to such asset;

(k) Indebtedness in an amount not to exceed $10,000,000 in the aggregate at any time outstanding (i) consisting of Subordinated Indebtedness issued to a seller in connection with a Permitted Acquisition or (ii) incurred or assumed by Company and its Subsidiaries as a result of Permitted Acquisitions (A) that is unsecured or secured only by collateral consisting of property, plant and equipment of the acquired business or entity that was provided by such business or entity prior to the consummation of any such Permitted Acquisition and (B) that was not incurred in anticipation of any such Permitted Acquisition;

87

(l) Indebtedness under Hedge Agreements required pursuant to, and entered into in accordance with, Section 5.12 or other Interest Rate Agreements or Currency Agreements entered into in the ordinary course of business and not for speculative purposes;

(m) obligations on account of non-current accounts payable which the applicable Credit Party is contesting in good faith and by appropriate proceedings diligently conducted and with respect to which adequate reserves have been established and are being maintained in accordance with GAAP;

(n) other unsecured Indebtedness of Holdings and its Subsidiaries, which is subordinated to the Obligations in a manner satisfactory to Administrative Agent in an aggregate amount not to exceed at any time $15,000,000;

(o) Indebtedness incurred by Foreign Subsidiaries of Company in an aggregate principal amount not exceeding $5,000,000 at any time; and

(p) any extensions, renewals, refinancings or replacements of Indebtedness described in subsection (c)(i), (i), (j) or (l) above, including renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement; provided that such extensions, renewals, refinancings and replacements of any such Indebtedness shall be permitted only so long as the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being extended, renewed refinanced or replaced, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being extended, renewed refinanced or replaced; provided, further, such Indebtedness permitted under this subsection (p) shall not (i) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed, refinanced or replaced, (ii) exceed in principal amount the Indebtedness being renewed, extended, refinanced or replaced (plus accrued interest thereon and premium, if any) or (iii) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom.

6.2. Liens

No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC of any State or under any similar recording or notice statute, except:

(a) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document;

88

(b) Liens for Taxes that are not yet required to be paid pursuant to Section 5.3;

(c) statutory Liens of landlords, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of fifteen days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;

(d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

(e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings or any of its Subsidiaries;

(f) any interest or title of a lessor or sublessor under any lease of real or personal property which is not a Capital Lease;

(g) Liens solely on any cash earnest money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement for a Permitted Acquisition;

(h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(i) Liens in favor of customs and revenue authorities or freight handlers or forwarders to secure payment of customs duties in connection with the importation of goods;

(j) any zoning or similar law or right reserved to or vested in any Governmental Authority;

(k) licenses and sublicenses of patents, trademarks and other intellectual property rights granted by Holdings or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Company or such Subsidiary;

89

(l) Liens described in Schedule 6.2 or on a title report delivered with respect to any Real Estate Asset subject to a Mortgage;

(m) Liens securing Indebtedness permitted pursuant to Section 6.1(j); provided, any such Lien shall encumber only the asset acquired, constructed or improved with the proceeds of such Indebtedness and substitutions and replacements thereof and accessions and attachments thereto, and extensions, renewals and replacements of such Liens; provided, that any extension, renewal or replacement is no more restrictive in any material respect than the Liens so extended, renewed or replaced and does not extent to any additional property or assets;

(n) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h);

(o) customary security deposits under operating leases in the ordinary course of business;

(p) customary rights of set off, bankers’ lien, refund or charge back under deposit agreements, the Uniform Commercial Code or common law of banks or other financial institutions where Company or any of its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business;

(q) any leases or subleases granted to others in the ordinary course of business of Company and its Subsidiaries not interfering in any material respect with the business of Company and its Subsidiaries;

(r) Liens to secure Indebtedness permitted by Sections 6.1(i) and 6.1(o);

(s) Liens in connection with permitted repurchase obligations;

(t) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(u) Liens in favor of any Credit Party;

(v) (i) Liens on property, plant and equipment of a Person existing at the time such Person is merged with or into or consolidated with Holdings or a Subsidiary thereof; provided, that such Liens were in existence prior to and were not incurred in connection with or in contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Holdings or such Subsidiary and (ii) extensions, renewals and replacements of any Liens set forth in clause (i) of this subsection (v); provided, that any such extension, renewal or replacement is no more restrictive in any material respect than the Lien so extended, renewed or replaced and does not extend to any additional property or assets;

90

(w) (i) Liens on property, plant and equipment existing at the time of acquisition thereof by Holdings or any Subsidiary of Holdings, provided, that such Liens were in existence prior to such acquisition and not incurred in contemplation of such acquisition and (ii) extensions, renewals and replacements of any Liens set forth in clause (i) of this subsection (w); provided, that any such extension, renewal or replacement is no more restrictive in any material respect than the Lien so extended, renewed or replaced and does not extend to any additional property or assets; and

(x) other Liens on assets other than the Collateral securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.

6.3. Equitable Lien

If any Credit Party or any of its Subsidiaries shall create or assume any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than Permitted Liens, it shall make or cause to be made effective provisions whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided, notwithstanding the foregoing, this covenant shall not be construed as a consent by Requisite Lenders to the creation or assumption of any such Lien not otherwise permitted hereby.

6.4. No Further Negative Pledges

Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted sale or other disposition of assets or property, (b) the Senior Subordinated Note Documents as in effect on the date hereof, and (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

6.5. Restricted Junior Payments

No Credit Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that:

(a) Company may make regularly scheduled payments of interest in respect of the Senior Subordinated Notes and any other Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued;

91

(b) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, Company may make Restricted Junior Payments to Holdings (i) in an aggregate amount not to exceed $750,000 in any Fiscal Year, to the extent necessary to permit Holdings or its parent entity to pay general administrative costs and expenses and out-of-pocket legal, accounting and filing and other general corporate overhead costs of Holdings or its parent entity actually incurred by Holdings or its parent entity and (ii) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries and to pay franchise taxes and other fees required to maintain its existence, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose;

(c) Subsidiaries of Company may make Restricted Junior Payments (i) to Company or to any parent entity of such Subsidiary which is a Subsidiary and (ii) on a pro rata basis to the other equity holders of such Subsidiary;

(d) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Company may repurchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any of its Subsidiaries held by any current or former officer, director, consultant or employee of the Company or any of its Subsidiaries, or his or her estate, spouse, former spouse, or family member (or pay principal or interest on any Indebtedness issued in connection with such repurchase, redemption or other acquisition) and may make Restricted Junior Payments to Holdings utilized for the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of Holdings held by any current or former officer, director, employee or consultant of the Company or any of its Subsidiaries, or his or her estate, spouse, former spouse, or family member (or for the payment of principal or interest on any Indebtedness issued in connection with such repurchase, redemption or other acquisition) in each case, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or benefit plan of any kind; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1,000,000 in any calendar year period (with unused amounts in any immediately preceding calendar year being carried over to the succeeding calendar year subject to a maximum carry-over amount of $2,000,000 in any calendar year); provided further, that such amount in any calendar year may be increased by an amount not to exceed:

(i) to the extent of any such proceeds that are not required to be applied to prepay Loans in accordance with Section 2.14, the cash proceeds from the sale of Capital Stock of Company and, to the extent contributed to Company as common equity capital, Capital Stock of any of Company’s direct or indirect parent entities, in each case to members of management, directors or consultants of Company, any of its Subsidiaries or any of its direct or indirect parent entities that occurs after the Closing Date, plus

92

(ii) the cash proceeds of key person life insurance policies received by Company and its Subsidiaries after the Closing Date, less

(iii) the amount of any payments previously made pursuant to clauses (i) and (ii) of this clause (d);

(e) Company and its Subsidiaries may redeem or repurchase Capital Stock in exchange for Capital Stock or with the proceeds of a substantially contemporaneous sale of Capital Stock, or a substantially contemporaneous receipt of a capital contribution, to the extent of any such proceeds that are not required to be applied to prepay Loans in accordance with Section 2.14;

(f) Company and its Subsidiaries may repay, repurchase, redeem or otherwise acquire for value any Subordinated Indebtedness with the proceeds of Indebtedness permitted by Section 6.1(n) or (p) or with the proceeds of a substantially contemporaneous sale of Capital Stock, or a substantially contemporaneous receipt of a capital contribution, to the extent of any such proceeds that are not required to be applied to prepay Loans in accordance with Section 2.14;

(g) Company and its Subsidiaries may repurchase Capital Stock which repurchase is deemed to occur upon any “cashless” exercise of stock options, warrants or other convertible securities; and

(h) the redemption, repurchase or other acquisition for value of any Capital Stock of any Foreign Subsidiary that is held by any Person that is not an Affiliate of Company to the extent required by applicable laws, rules or regulations; provided that the amount of any such redemptions, repurchases or other acquisitions shall not exceed $5,000,000 during the term of this Agreement.

6.6. Restrictions on Subsidiary Distributions

Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company other than restrictions (i) existing under this Agreement, (ii) in the Senior Subordinated Note Documents as in effect on the Closing Date or as modified in accordance with this Agreement, (iii) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired, (iv) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases,

93

licenses, joint venture agreements and similar agreements otherwise permitted hereunder, (v) arising under applicable laws, rules, regulations or orders, (vi) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (vii) any instrument governing Indebtedness or Capital Stock of a Person acquired by Company and its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or property or assets of the Person so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (viii) in agreements set forth on Schedule 6.6, (ix) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Capital Stock other than on a pro rata basis and (x) imposed by any amendments, modifications restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (ix) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of Holdings, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

6.7. Investments

No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture, except:

(a) Investments in Cash and Cash Equivalents;

(b) (i) Investments owned as of the Closing Date in any Subsidiary; (ii) Investments made after the Closing Date in any Guarantor Subsidiary; and (iii) Investments made after the Closing Date in any Subsidiary of Company that is not a Guarantor in an aggregate amount, together with any sales, leases, licenses and other dispositions of assets permitted under Section 6.9(b), not to exceed $7,500,000 at any time;

(c) Investments (i) received in satisfaction or partial satisfaction of delinquent accounts and disputes with customers or suppliers of such Person in the ordinary course of business; (ii) acquired as a result of foreclosure of a Lien securing an Investment or the transfer of the assets subject to such Lien in lieu of foreclosure and (iii) consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Holdings and its Subsidiaries;

(d) intercompany loans to the extent permitted under Section 6.1(b);

94

(e) Consolidated Capital Expenditures permitted by Section 6.8(c);

(f) loans and advances to employees of Holdings and its Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed $1,000,000 in the aggregate at any time; and payroll, travel and similar advances to employees to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(g) Investments made in connection with Permitted Acquisitions permitted pursuant to Section 6.9;

(h) Investments described in Schedule 6.7;

(i) extensions of credit to customers or advances, deposits and payment to or with suppliers, lessors or utilities or for workers’ compensation, in each case, in the ordinary course of business that are recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP;

(j) Investments constituting non-Cash consideration received by Company or any of its Subsidiaries in connection with permitted Asset Sales and other sales and dispositions permitted under Section 6.9;

(k) Investments under Hedge Agreements to the extent permitted under Section 6.1;

(l) Investments consisting of loans by Company to Holdings for purposes otherwise permitted under Section 6.5 to be distributed to Holdings;

(m) Investments in joint ventures having an aggregate value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (m) since the date of this Agreement, not to exceed $20,000,000; provided that the Capital Stock of any joint venture created or acquired after the Closing Date owned by the Company or any of its Subsidiaries shall be pledged to the Collateral Agent; and

(n) other Investments in an aggregate amount not to exceed at any time $5,000,000.

Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.5.

6.8. Financial Covenants

(a) Interest Coverage Ratio. Company shall not permit the Interest Coverage

95

Ratio as of the last day of any Fiscal Quarter, beginning with the first Fiscal Quarter of the Fiscal Year ending in 2006 (“FQ1 2006”), to be less than the correlative ratio indicated:

Fiscal Quarter	Interest Coverage Ratio
FQ1 2006	2.00:1.00
FQ2 2006	2.00:1.00
FQ3 2006	2.00:1.00
FQ4 2006	2.00:1.00
FQ1 2007	2.05:1.00
FQ2 2007	2.10:1.00
FQ3 2007	2.20:1.00
FQ4 2007	2.30:1.00
FQ1 2008	2.50:1.00
FQ2 2008	2.50:1.00
FQ3 2008	2.50:1.00
FQ4 2008	2.50:1.00
FQ1 2009	2.75:1.00
FQ2 2009	2.75:1.00
FQ3 2009	2.75:1.00
FQ4 2009	2.75:1.00
FQ1 2010	3.00:1.00
FQ2 2010	3.00:1.00
FQ3 2010	3.00:1.00
FQ4 2010	3.00:1.00
FQ1 2011	3.20:1.00
FQ2 2011	3.20:1.00
FQ3 2011 and thereafter	3.20:1.00

96

(b) Leverage Ratio. Company shall not permit the Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the first Fiscal Quarter of the Fiscal Year ending in 2006 (“FQ1 2006”), to exceed the correlative ratio indicated:

Fiscal Quarter	Leverage Ratio
FQ1 2006	6.00:1.00
FQ2 2006	6.00:1.00
FQ3 2006	6.00:1.00
FQ4 2006	6.00:1.00
FQ1 2007	5.75:1.00
FQ2 2007	5.50:1.00
FQ3 2007	5.25:1.00
FQ4 2007	5.00:1.00
FQ1 2008	4.50:1.00
FQ2 2008	4.50:1.00
FQ3 2008	4.50:1.00
FQ4 2008	4.50:1.00
FQ1 2009	4.00:1.00
FQ2 2009	4.00:1.00
FQ3 2009	4.00:1.00
FQ4 2009	4.00:1.00
FQ1 2010	3.50:1.00
FQ2 2010	3.50:1.00
FQ3 2010	3.50:1.00
FQ4 2010	3.50:1.00
FQ1 2011	3.00:1.00
FQ2 2011	3.00:1.00
FQ3 2011 and thereafter	3.00:1.00

97

(c) Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year:

Fiscal Year	Consolidated Capital Expenditures
2006	$	4,000,000
2007	$	4,000,000
2008	$	4,000,000
2009	$	4,000,000
2010	$	4,000,000
2011	$	4,000,000

(d) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.8 (but not for purposes of determining the Applicable Margin or Applicable Commitment Fee Percentage), Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined in good faith on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

6.9. Fundamental Changes; Disposition of Assets; Acquisitions

No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any

98

transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, supplies, intellectual property, materials and equipment and Capital Expenditures in the ordinary course of business) the business, all or substantially all of the property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

(a) any Subsidiary of Company may be merged with or into Company or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Guarantor Subsidiary; provided, in the case of such a merger, Company or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; and any Subsidiary of Company which is not a Guarantor Subsidiary may be merged with or into any other Subsidiary which is not a Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions to any Subsidiary which is not a Guarantor Subsidiary;

(b) sales, leases, licenses or other dispositions of assets that do not constitute Asset Sales; provided, that the fair market value of assets sold, leased, licensed, or otherwise disposed of to Subsidiaries of Company that are not Guarantors, together with any Investments permitted under Section 6.7(b)(iii), shall not exceed $7,500,000 in any Fiscal Year;

(c) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds) (i) are less than $1,000,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, are less than $2,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of Company), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a);

(d) Permitted Acquisitions, the consideration for which constitutes less than $50,000,000 in the aggregate from the Closing Date to the date of determination;

(e) Investments made in accordance with Section 6.7;

(f) the lapse of registered intellectual property of Company or any of its Subsidiaries that is no longer useful and the lapse of which could not reasonably be expected to result in a Material Adverse Effect;

99

(g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent with past practice; and

(h) the termination, surrender or sublease of a real estate lease of Company or any of its Subsidiaries in the ordinary course of business.

6.10. Disposal of Subsidiary Interests

Except for any sale of all of its interests in the Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 6.9, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to qualify directors if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law.

6.11. Sales and Lease-Backs

No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than Holdings or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such Credit Party to any Person (other than Holdings or any of its Subsidiaries) in connection with such lease.

6.12. Transactions with Shareholders and Affiliates.

No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction (i) between Company and any Guarantor Subsidiary, (ii) between two or more Guarantor Subsidiaries and (iii) between two or more Subsidiaries that are not Guarantors; (b) reasonable and customary fees paid to and indemnification arrangements entered into with members of the Board of Directors (or similar governing body) of Holdings and its Subsidiaries; (c) (i) so long as no Default or Event of Default has occurred and is continuing, payment of management fees to Sponsor and its Affiliates in an amount not to exceed $300,000 per Fiscal Year, which amount may be increased by an amount equal to $300,000 per Fiscal Year for each Permitted Acquisition consummated during such Fiscal Year, subject to a maximum aggregate amount of management fees of $2,000,000 in any twelve-month period and (ii) reimbursement of reasonable expenses actually incurred by Sponsor and its Affiliates; (d) transactions described in Schedule 6.12; (e) any transactions contemplated by and

100

effected in connection with the transactions contemplated hereby, including the payment of fees and expenses related thereto; and (f) any transaction otherwise permitted by Section 6.1, 6.2, 6.5, 6.7 or 6.9.

6.13. Conduct of Business

From and after the Closing Date, no Credit Party shall, nor shall it permit any of its Subsidiaries to, engage in any business other than (i) the businesses engaged in by such Credit Party on the Closing Date and similar or related businesses and (ii) such other lines of business as may be consented to by Requisite Lenders.

6.14. Permitted Activities of Holdings

Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents and the Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted under Section 6.9 and 6.10; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

6.15. Amendments or Waivers of Purchase Agreement and Organizational Documents

No Credit Party shall, nor shall it permit any of its Subsidiaries to, agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its material rights under the Purchase Agreement or the terms of any of its Organizational Documents after the Closing Date if the effect of such amendment, restatement, supplement, modification or waiver would be adverse to any Credit Party or Lenders, without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver.

6.16. Amendments or Waivers with respect to Subordinated Indebtedness

No Credit Party shall, nor shall it permit any of its Subsidiaries to, amend or otherwise change the terms of any Subordinated Indebtedness, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on such Subordinated Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance

101

provisions thereof, change the subordination provisions of such Subordinated Indebtedness (or of any guaranty thereof), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Subordinated Indebtedness (or a trustee or other representative on their behalf) which would be adverse to any Credit Party or Lenders.

6.17. Fiscal Year

No Credit Party shall, nor shall it permit any of its Subsidiaries to change its Fiscal Year-end from the Friday closest to March 31.

6.18. Designated Senior Debt

The Company shall not designate any Indebtedness other than Indebtedness under this Agreement and the other Credit Documents as “Designated Senior Debt” under the Senior Subordinated Note Agreement without the prior written consent of the Requisite Lenders.

SECTION 7. GUARANTY

7.1. Guaranty of the Obligations

Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

7.2. Contribution by Guarantors

All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations Guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder

102

subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including, without limitation, in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

7.3. Payment by Guarantors

Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Company’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

7.4. Liability of Guarantors Absolute

Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

(a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

(b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Company and any Beneficiary with respect to the existence of such Event of Default;

103

(c) the obligations of each Guarantor hereunder are independent of the obligations of Company and the obligations of any other guarantor (including any other Guarantor) of the obligations of Company, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Company or any of such other guarantors and whether or not Company is joined in any such action or actions;

(d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations;

(e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or the applicable Hedge Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against Company or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents or the Hedge Agreements; and

104

(f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents or the Hedge Agreements, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, or of any of the other Credit Documents, any of the Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document, such Hedge Agreement or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or any of the Hedge Agreements or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of Holdings or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Company may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

7.5. Waivers by Guarantors

Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any

105

disability or other defense of Company or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to gross negligence, willful misconduct or bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, under the Hedge Agreements or under any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

7.6. Guarantors’ Rights of Subrogation, Contribution, etc.

Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Company with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a

106

court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Company, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

7.7. Subordination of Other Obligations

Any Indebtedness of Company or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

7.8. Continuing Guaranty

This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

7.9. Authority of Guarantors or Company

It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or Company or the officers, directors or any agents acting or purporting to act on behalf of any of them.

7.10. Financial Condition of Company

Any Credit Extension may be made to Company or continued from time to time, and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of Company at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Company. Each Guarantor has adequate means to obtain information from Company on a continuing basis concerning the financial condition of Company and its ability to perform its obligations under

107

the Credit Documents and the Hedge Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Company and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Company now known or hereafter known by any Beneficiary.

7.11. Bankruptcy, etc.

(a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Company or any other Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company or any other Guarantor or by any defense which Company or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

(b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Company of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

(c) In the event that all or any portion of the Guaranteed Obligations are paid by Company, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

7.12. Discharge of Guaranty Upon Sale of Guarantor

If all of the Capital Stock of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale.

108

SECTION 8. EVENTS OF DEFAULT

8.1. Events of Default

If any one or more of the following conditions or events shall occur:

(a) Failure to Make Payments When Due. Failure by Company to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on any Loan or any fee or any other amount due hereunder within five days after the date due; or

(b) Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $2,500,000 or more or with an aggregate principal amount of $5,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

(c) Breach of Certain Covenants. Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.6, Section 5.2(i) or Section 6; or

(d) Breach of Representations, etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

(e) Other Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other paragraph of this Section 8.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of such Credit Party becoming aware of such default or (ii) receipt by Company of notice from Administrative Agent or any Lender of such default; or

109

(f) Involuntary Bankruptcy; Appointment of Receiver, etc.. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, Company, any Significant Subsidiary of Company or any group of Subsidiaries constituting a Significant Subsidiary of Company in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Holdings, Company, any Significant Subsidiary of Company or any group of Subsidiaries constituting a Significant Subsidiary of Company under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, Company, any Significant Subsidiary of Company or any group of Subsidiaries constituting a Significant Subsidiary of Company, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, Company, any Significant Subsidiary of Company or any group of Subsidiaries constituting a Significant Subsidiary of Company for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, Company, any Significant Subsidiary of Company or any group of Subsidiaries constituting a Significant Subsidiary of Company, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

(g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) Holdings, Company, any Significant Subsidiary of Company or any group of Subsidiaries constituting a Significant Subsidiary of Company shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings, Company, any Significant Subsidiary of Company or any group of Subsidiaries constituting a Significant Subsidiary of Company shall make any assignment for the benefit of creditors; or (ii) Holdings, Company, any Significant Subsidiary of Company or any group of Subsidiaries constituting a Significant Subsidiary of Company shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the Board of Directors of Holdings, Company, any Significant Subsidiary of Company or any group of Subsidiaries constituting a Significant Subsidiary of Company (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

110

(h) Judgments and Attachments. Any money judgment, writ or warrant of attachment or similar process involving (i) in any individual case an amount in excess of $2,500,000 or (ii) in the aggregate at any time an amount in excess of $5,000,000 (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage excluding customary deductibles) shall be entered or filed against Holdings or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five days prior to the date of any proposed sale thereunder); or

(i) Dissolution. Any order, judgment or decree shall be entered against Holdings, Company, any Significant Subsidiary of Company or any group of Subsidiaries constituting a Significant Subsidiary of Company decreeing the dissolution or split up of such Person and such order shall remain undischarged or unstayed for a period in excess of thirty days; or

(j) Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $2,500,000 during the term hereof; or (ii) there exists any fact or circumstance that reasonably could be expected to result in the imposition of a Lien or security interest under Section 412(n) of the Internal Revenue Code or under ERISA; or

(k) Change of Control. A Change of Control shall occur; or

(l) Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any material Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party; or

(m) Failure of Merger to Occur. The Merger shall not have occurred on the Closing Date;

THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or

111

with the consent of) Requisite Lenders, upon notice to Company by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans and (II) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(iv) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to the Collateral Documents; and (D) Administrative Agent shall direct Company to pay (and Company hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash, to be held as security for Company’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such time.

SECTION 9. AGENTS

9.1. Appointment of Agents.

Bear Stearns Corporate Lending Inc. is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Bank of America, N.A. is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither Bear Stearns Corporate Lending Inc., in its capacity as Syndication Agent, nor Bank of America, N.A., in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9.

9.2. Powers and Duties

Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and

112

thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or in any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

9.3. General Immunity

(a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party, any Lender or any Person providing the Settlement Service to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

(b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, including any Settlement Confirmation or other communication issued

113

by any Settlement Service, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or under any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).

(c) Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any sub-agent may perform any and all of their duties and exercise their rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any Affiliates of Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit Party, Lender or any other Person, and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

9.4. Agents Entitled to Act as Lender

The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Holdings or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Company for services in connection herewith and otherwise without having to account for the same to Lenders.

114

9.5. Lenders’ Representations, Warranties and Acknowledgment

Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

9.6. Right to Indemnity

Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

9.7. Successor Administrative Agent and Swing Line Lender.

Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to Lenders and Company, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to Company, to appoint a successor Administrative Agent; provided that so long as no Event of Default then exists, such successor Administrative Agent shall have been approved in writing by the Company. Upon the acceptance of any appointment as Administrative Agent hereunder by a

115

successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any resignation or removal of GSCP or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GSCP or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event (a) Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to Company for cancellation, and (c) Company shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

9.8. Collateral Documents and Guaranty

(a) Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Without limiting the generality of the foregoing, upon the termination of the Commitments and the payment of all Obligations then due and payable and the cancellation, expiration or cash collateralization (in a manner reasonably acceptable to Administrative Agent, but in no event to exceed 105% of the face amount thereof) of all Letters of Credit, (i) the Liens

116

created by the Collateral Documents shall terminate and all rights to the Collateral shall revert to the applicable Credit Party, and (ii) Collateral Agent will, upon a Credit Party’s request and at such Credit Party’s expense, (x) return to such Credit Party such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms of the Credit Documents and (y) at such Credit Party’s expense, execute and deliver to such Credit Party such UCC termination statements, releases, mortgage releases, discharges of security interests, reassignments of Intellectual Property, terminations of control agreements and other similar discharge or release documents (and, if applicable, in recordable form) (collectively, “Release Documents”) as are necessary to release, of record, the Liens and security interests granted pursuant to this Agreement and any other Credit Documents as such Credit Party shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever. If a Credit Party shall acquire any property or asset securing Indebtedness in accordance with Section 6.1(j) or (k) and such Credit Party is prohibited at the time of acquisition (and in the case of Section 6.1(k), so long as such prohibition is not agreed to in contemplation of such acquisition) by any agreement or contractual arrangement from allowing the Collateral Agent to have a Lien on such property or assets, the Collateral Agent will, upon such Credit Party’s request and at such Credit Party’s expense, execute and deliver to such Credit Party such Release Documents with respect to such property or asset as such Credit Party shall reasonably request to evidence the release of Collateral Agent’s Lien on the property or asset so acquired.

(b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale.

SECTION 10. MISCELLANEOUS

10.1. Notices

Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given to a Credit Party, Syndication Agent, Collateral Agent,

117

Administrative Agent, Swing Line Lender, Issuing Bank or Documentation Agent, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent and Company in writing. Each notice hereunder shall be in writing and may be personally served or sent by telefacsimile or United States certified or registered mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent; provided further, any such notice or other communication shall at the request of Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereof as designated by Administrative Agent from time to time.

10.2. Expenses

Whether or not the transactions contemplated hereby shall be consummated, Company agrees to pay promptly (a) all the actual and reasonable costs and expenses incurred by the Lead Arrangers and each Agent in connection with preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Company and the other Credit Parties; (c) the reasonable fees, expenses and disbursements of counsel to Agents (in each case including allocated costs of internal counsel) in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Company; (d) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of Collateral Agent, for the benefit of Lenders pursuant hereto, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Requisite Lenders may reasonably request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (e) all the actual costs and reasonable fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the occurrence of an Event of Default, all costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, incurred by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings.

118

10.3. Indemnity

(a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (if requested by the Indemnitees and subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent, Lead Arranger and Lender and the Issuing Bank and the officers, partners, directors, trustees, employees, agents, sub-agents and Affiliates of each Agent, each Lead Arranger, each Lender and the Issuing Bank (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

(b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders, Agents, Lead Arrangers and Issuing Bank and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each of Holdings and Company hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

10.4. Set-Off

In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without prior notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the

119

Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured. Administrative Agent and each Lender agree promptly to notify Company after any such set-off and application made by such Person.

10.5. Amendments and Waivers

(a) Requisite Lenders’ Consent. Subject to Section 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders.

(b) Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

(i) extend the scheduled final maturity of any Loan or Note;

(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);

(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;

(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan or any reimbursement obligation in respect of any Letter of Credit pursuant to Section 2.8(f) or 2.10) or any fee payable hereunder;

(v) extend the time for payment of any such interest or fees;

(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;

(vii) amend, modify, terminate or waive any provision of this Section 10.5(b) or Section 10.5(c);

(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date;

120

(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or

(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document except as otherwise provided herein.

(c) Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;

(ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender;

(iii) amend the definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date;

(iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.15 without the consent of Requisite Class Lenders of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered;

(v) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; or

(vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.

121

(d) Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

10.6. Successors and Assigns; Participations

(a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Register. Company, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of (x) a written or electronic confirmation of an assignment issued by a Settlement Service pursuant to Section 10.6(d) (a “Settlement Confirmation”) or (y) an Assignment Agreement effecting the assignment or transfer thereof, in each case, as provided in Section 10.6(d). Each assignment shall be recorded in the Register on the Business Day the Settlement Confirmation or Assignment Agreement is received by the Administrative Agent, if received by 12:00 noon New York City time, and on the following Business Day if received after such time, prompt notice thereof shall be provided to Company and a copy of such Assignment Agreement or Settlement Confirmation shall be maintained, as applicable. The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. The Register shall be available for inspection by the Company or any Lender at any reasonable time upon reasonable notice.

(c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments):

(i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and

122

(ii) to any Person meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee” and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans; provided further, that (1) simultaneous assignments by or to two or more related funds will be treated as one assignment for purposes of determining whether the minimum assignment requirement is met and (2) no consent of Company or Administrative Agent shall be required in connection with any assignments to or from GSCP during primary syndication.

(d) Mechanics. Assignments of Term Loans by Lenders may be made via an electronic settlement system acceptable to Administrative Agent as designated in writing from time to time to the Lenders by Administrative Agent (the “Settlement Service”). Each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 10.6. Each assignor Lender and proposed assignee shall comply with the requirements of the Settlement Service in connection with effecting any transfer of Loans pursuant to the Settlement Service. Administrative Agent’s and Company’s consent shall be deemed to have been granted pursuant to Section 10.6(c)(ii) with respect to any transfer effected through the Settlement Service. Subject to the other requirements of this Section 10.6, assignments and assumptions of Term Loans may also be effected by manual execution and delivery to the Administrative Agent of an Assignment Agreement with, in the case of assignments to Persons meeting the requirements of clause (ii) of the definition of “Eligible Assignee”, the prior written consent of each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing). Initially, assignments and assumptions of Term Loans shall be effected by such manual execution until Administrative Agent notifies Lenders to the contrary. Assignments and assumptions of Revolving Loans and Revolving Commitments shall only be effected by manual execution and delivery to the Administrative Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection

123

with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(c). Notwithstanding anything herein or in any Assignment Agreement to the contrary and (i) unless notice to the contrary is delivered to the Lenders from the Administrative Agent or (ii) so long as no Default or Event of Default has occurred and is continuing, payment to the assignor by the assignee in respect of the settlement of an assignment of any Term Loan (but not any Revolving Loan or Revolving Commitment) shall include such compensation to the assignor as may be agreed upon by the assignor and the assignee with respect to all unpaid interest which has accrued on such Term Loan to but excluding the Assignment Effective Date. On and after the applicable Assignment Effective Date, the applicable assignee shall be entitled to receive all interest paid or payable with respect to the assigned Term Loan, whether such interest accrued before or after the applicable Assignment Effective Date.

(e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Revolving Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

(f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the Assignment Effective Date: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, (y) Issuing Bank shall continue to have all rights and obligations thereof with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (z) such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect the Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs

124

after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon Company shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.

(g) Participations. Each Lender shall have the right at any time to sell one or more participations to any Person (other than Holdings, any of its Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Obligation. The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder, or to consent to any action to be taken or omitted hereunder by such Lender, except with respect to any amendment, modification or waiver that would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Commitment Termination Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement (except as otherwise expressly permitted by a Credit Document) or (iii) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. Company agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (i) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with Company’s prior written consent and (ii) a participant that would be a Non-US Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless Company is notified of the participation sold to such participant and such participant agrees, for the benefit of Company, to comply with Section 2.20 as though it were a Lender. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17 as though it were a Lender.

(h) Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, any Lender may assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure

125

obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank; provided, no Lender, as between Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

10.7. Independence of Covenants

All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

10.8. Survival of Representations, Warranties and Agreements

All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof.

10.9. No Waiver; Remedies Cumulative

No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents or any of the Hedge Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

10.10. Marshalling; Payments Set Aside

Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or Administrative Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law,

126

common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

10.11. Severability

In case any provision in or obligation hereunder or any Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

10.12. Obligations Several; Independent Nature of Lenders’ Rights

The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and subject to the final paragraph of Section 8 and Section 9.8(b), each Lender shall be entitled to protect and enforce its rights arising hereunder and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

10.13. Headings

Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

10.14. APPLICABLE LAW

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

10.15. CONSENT TO JURISDICTION

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR TO ANY OTHER CREDIT DOCUMENT, OR TO ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE AND COUNTY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS

127

PROVIDED IN ACCORDANCE WITH SECTION 10.1; (d) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (e) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

10.16. WAIVER OF JURY TRIAL

EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

10.17. Confidentiality

Each Lender shall hold all non-public information regarding Holdings and its Subsidiaries and their businesses identified as such by Company and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Company

128

that, in any event, a Lender may make (i) disclosures of such information to Affiliates of such Lender and to their agents and advisors (and to other persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (ii) disclosures of such information reasonably required by any pledgee under Section 10.6(h) or any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation by such Lender of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) in Hedge Agreements (provided, such counterparties and advisors are advised of and agree to be bound by the provisions of this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agents or any Lender, and (iv) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Lender shall make reasonable efforts to notify Company of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information.

10.18. Usury Savings Clause

Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Company shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Company to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Company.

129

10.19. Counterparts

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

10.20. Effectiveness

This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

10.21. Patriot Act

Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Company that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies Company, which information includes the name and address of Company and other information that will allow such Lender or Administrative Agent, as applicable, to identify Company in accordance with the Act.

10.22. Electronic Execution of Assignments

The words “execution,” “signed,” “signature” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[Remainder of page intentionally left blank]

130

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

DI FINANCE SUB LLC
By:	/s/ Robert B. McKeon
Name:	Robert B. McKeon
Title:	President
DYNCORP INTERNATIONAL LLC
By:	/s/ Robert B. McKeon
Name:	Robert B. McKeon
Title:	Authorized Person
DI ACQUISITION CORP.
By:	/s/ Robert B. McKeon
Name:	Robert B. McKeon
Title:	President
DIV CAPITAL CORPORATION
By:	/s/ Robert B. McKeon
Name:	Robert B. McKeon
Title:	President

[Credit and Guaranty Agreement]

DTS AVIATION SERVICES LLC
DYNCORP AEROSPACE OPERATIONS LLC
DYNCORP INTERNATIONAL SERVICES LLC
DYN MARINE SERVICES LLC
DYN MARINE SERVICES OF VIRGINIA LLC
SERVICES INTERNATIONAL LLC
WORLDWIDE HUMANITARIAN SERVICES LLC
By:	DYNCORP INTERNATIONAL LLC,
	its sole Member and Manager
	By:	/s/ Robert B. McKeon
	Name:	Robert B. McKeon
	Title:	Authorized Person

[Credit and Guaranty Agreement]

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arranger and Joint Book Runner, Administrative Agent, Collateral Agent, Swing Line Lender and a Lender
By:	/s/ William W. Archer
	Authorized Signatory

[Credit and Guaranty Agreement]

BEAR STEARNS CORPORATE LENDING INC.,
as Syndication Agent and a Lender
By:	/s/ Keith C. Barnish
Name:	Keith C. Barnish
Title:	Executive Vice President
BEAR, STEARNS & CO. INC.,
as Joint Lead Arranger and Joint Book Runner
By:	/s/ Keith C. Barnish
Name:	Keith C. Barnish
Title:	Senior Managing Director

[Credit and Guaranty Agreement]

BANK OF AMERICA, N.A.,
as Issuing Bank, Documentation Agent and a Lender
By:	/s/ Michael J. Landini
Name:	Michael J. Landini
Title:	Senior Vice President

[Credit and Guaranty Agreement]

APPENDIX A-1

TO CREDIT AND GUARANTY AGREEMENT

Term Loan Commitments

Lender	Term Loan Commitment		Pro Rata Share
Goldman Sachs Credit Partners L.P.	$	207,000,000.00	60.0	%
Bear Stearns Corporate Lending Inc.	$	138,000,000.00	40.0	%
Total	$	345,000,000.00	100	%

APPENDIX A-1-1

APPENDIX A-2

TO CREDIT AND GUARANTY AGREEMENT

Revolving Commitments

Lender	Revolving Commitment		Pro Rata Share
Goldman Sachs Credit Partners L.P.	$	30,000,000.00	40.00	%
Bear Stearns Corporate Lending Inc.	$	20,000,000.00	26.67	%
Bank of America, N.A.	$	25,000,000.00	33.33	%
Total	$	75,000,000.00	100	%

APPENDIX A-2-1

APPENDIX B

TO CREDIT AND GUARANTY AGREEMENT

Notice Addresses

DI FINANCE SUB LLC

8445 Freeport Parkway, Suite 400

Irving, Texas 75063

Attention: Chief Financial Officer

Telecopier: (972) 929-2848

DI ACQUISITION CORP.

c/o Veritas Capital Management II, L.L.C.

660 Madison Avenue, 14th Floor

New York, New York 10021

Attention: Robert McKeon

Telecopier: (212) 688-9411

DYNCORP INTERNATIONAL LLC

DIV CAPITAL CORPORATION

DTS AVIATION SERVICES, LLC

DYNCORP AEROSPACE OPERATIONS, LLC

DYNCORP INTERNATIONAL SERVICES, INC.

DYN MARINE SERVICES, LLC

DYN MARINE SERVICES OF VIRGINIA, LLC

SERVICES INTERNATIONAL LLC

WORLDWIDE HUMANITARIAN SERVICES LLC

8445 Freeport Parkway, Suite 400

Irving, Texas 75063

Attention: Chief Financial Officer

Telecopier: (972) 929-2848

in each case, with a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Benjamin M. Polk

Telecopier: (212) 593-5955

APPENDIX B-1

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Joint Lead Arranger, Administrative Agent,

Collateral Agent, Swing Line Lender and a Lender

Goldman Sachs Credit Partners L.P.

85 Broad Street

New York, New York 10004

Attention: Stephen King

Telecopier: (212) 357-0932

with a copy to:

Goldman Sachs Credit Partners L.P.

85 Broad Street

New York, New York 10004

Attention: John Makrinos

Telecopier: (212) 357-4597

APPENDIX B-2

BEAR STEARNS CORPORATE LENDING INC.,

as Syndication Agent and a Lender

Bear Stearns Corporate Lending Inc.

383 Madison Avenue

New York, New York 10179

Attention: Stephen J. Kampf

Telecopier: (917) 849-2127

with a copy to:

Bear Stearns Corporate Lending Inc.

383 Madison Avenue

New York, New York 10179

Attention: Victor Bulzacchelli

Telecopier: (917) 849-0519

APPENDIX B-3

BANK OF AMERICA, N.A.,

as Issuing Bank, Documentation Agent and a Lender

1101 Wootton Parkway, 4^th Floor

Rockville, Maryland 20852

Attention: Derinda Hammond

Telecopier: (301) 517-3140

APPENDIX B-4

EX-10.3

Exhibit 10.3

Execution Copy

PLEDGE AND SECURITY AGREEMENT

dated as of February 11, 2005

between

EACH OF THE GRANTORS PARTY HERETO

and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

TABLE OF CONTENTS

		PAGE
SECTION 1. DEFINITIONS; GRANT OF SECURITY.		1
1.1	General Definitions	1
1.2	Definitions; Interpretation	8
SECTION 2. GRANT OF SECURITY		9
2.1	Grant of Security	9
2.2	Certain Limited Exclusions	9
SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.		10
3.1	Security for Obligations	10
3.2	Continuing Liability Under Collateral	10
SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS.		11
4.1	Generally	11
4.2	Equipment and Inventory	14
4.3	Receivables	15
4.4	Investment Related Property	17
4.5	Material Contracts	24
4.6	Letter of Credit Rights	25
4.7	Intellectual Property	26
4.8	Commercial Tort Claims	29
SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.		29
5.1	Access; Right of Inspection	29
5.2	Further Assurances	30
5.3	Additional Grantors	31
SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.		31
6.1	Power of Attorney	31
6.2	No Duty on the Part of Collateral Agent or Secured Parties	32
SECTION 7. REMEDIES.		32
7.1	Generally	32
7.2	Application of Proceeds	34
7.3	Sales on Credit	34
7.4	Deposit Accounts	34
7.5	Investment Related Property	34
7.6	Intellectual Property	35
7.7	Cash Proceeds	37
7.8	United States Government Contracts	37
SECTION 8. COLLATERAL AGENT		37
SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS		38
SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM		39
SECTION 11. MISCELLANEOUS		39

i

SCHEDULE 4.1 — GENERAL INFORMATION

SCHEDULE 4.2 — LOCATION OF EQUIPMENT AND INVENTORY

SCHEDULE 4.4 — INVESTMENT RELATED PROPERTY

SCHEDULE 4.5 — MATERIAL CONTRACTS

SCHEDULE 4.6 — DESCRIPTION OF LETTERS OF CREDIT

SCHEDULE 4.7 — INTELLECTUAL PROPERTY—EXCEPTIONS

SCHEDULE 4.8 — COMMERCIAL TORT CLAIMS

EXHIBIT A — PLEDGE SUPPLEMENT

EXHIBIT B — UNCERTIFICATED SECURITIES CONTROL AGREEMENT

EXHIBIT C — SECURITIES ACCOUNT CONTROL AGREEMENT

EXHIBIT D — DEPOSIT ACCOUNT CONTROL AGREEMENT

EXHIBIT E — TRADEMARK SECURITY AGREEMENT

EXHIBIT F — COPYRIGHT SECURITY AGREEMENT

EXHIBIT G — PATENT SECURITY AGREEMENT

ii

This PLEDGE AND SECURITY AGREEMENT, dated as of February 11, 2005 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).

RECITALS:

WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among DI FINANCE SUB LLC, a Delaware limited liability company, DI ACQUISITION CORP., a Delaware corporation, and CERTAIN SUBSIDIARIES OF DI FINANCE SUB LLC, as guarantors, the lenders party thereto from time to time (the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arranger and joint book runner, as administrative agent and as collateral agent, BEAR STEARNS CORPORATE LENDING INC., as syndication agent, BEAR, STEARNS & CO. INC., as joint lead arranger and joint book runner, and BANK OF AMERICA, N.A., as issuing bank and as documentation agent;

WHEREAS, subject to the terms and conditions of the Credit Agreement, certain Grantors may enter into one or more Hedge Agreements with one or more Lender Counterparties; and

WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and Lender Counterparties as set forth in the Credit Agreement and the Hedge Agreements, respectively, each Grantor has agreed to secure such Grantor’s obligations under the Credit Documents and the Hedge Agreements as set forth herein;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, each Grantor and the Collateral Agent agree as follows:

SECTION 1. DEFINITIONS; GRANT OF SECURITY.

1.1 General Definitions

In this Agreement, the following terms shall have the following meanings:

“Account Debtor” shall mean each Person who is obligated on a Receivable or any Supporting Obligation related thereto.

“Accounts” shall mean all “accounts” as defined in Article 9 of the UCC, including Health-Care Insurance Receivables.

“Additional Grantors” shall have the meaning assigned in Section 5.3.

“Agreement” shall have the meaning set forth in the preamble.

“Assigned Agreements” shall mean, as to each Grantor, all agreements and

contracts to which such Grantor is a party as of the date hereof, or to which such Grantor becomes a party after the date hereof, including, without limitation, each Material Contract, as each such agreement may be amended, supplemented or otherwise modified from time to time.

“Assigned Government Contracts” shall mean all agreements, contracts and licenses to which any United States Governmental Authority and any Grantor are parties.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Cash Proceeds” shall have the meaning assigned in Section 7.7.

“Chattel Paper” shall mean all “chattel paper” as defined in Article 9 of the UCC, including, without limitation, “electronic chattel paper” or “tangible chattel paper”, as each term is defined in Article 9 of the UCC.

“Collateral” shall have the meaning assigned in Section 2.1.

“Collateral Account” shall mean any account established by the Collateral Agent.

“Collateral Agent” shall have the meaning set forth in the preamble.

“Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

“Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Commercial Tort Claims” shall mean all “commercial tort claims” as defined in Article 9 of the UCC, including, without limitation, all commercial tort claims listed on Schedule 4.8 (as such schedule may be amended or supplemented from time to time).

“Commodities Accounts” (i) shall mean all “commodity accounts” as defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4 under the heading “Commodities Accounts” (as such schedule may be amended or supplemented from time to time).

“Company” shall mean (i) prior to consummation of the Merger, DI Finance Sub LLC and (ii) after consummation of the Merger, DynCorp International LLC.

“Controlled Foreign Corporation” shall mean “controlled foreign corporation” as defined in the Tax Code.

“Copyright Licenses” shall mean any and all agreements providing for the granting of any right in or to Copyrights (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(B) (as such schedule may be amended or supplemented from time to time).

2

“Copyrights” shall mean all United States and foreign copyrights (including European Union Community designs), including but not limited to copyrights in software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications referred to in Schedule 4.7(A) (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to sue for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit.

“Credit Agreement” shall have the meaning set forth in the recitals.

“Deposit Account Control Agreement” shall have the meaning assigned in Section 4.4.4(c).

“Deposit Accounts” (i) shall mean all “deposit accounts” as defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4 under the heading “Deposit Accounts” (as such schedule may be amended or supplemented from time to time).

“Documents” shall mean all “documents” as defined in Article 9 of the UCC.

“Equipment” shall mean: (i) all “equipment” as defined in Article 9 of the UCC, (ii) all machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts thereof, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever located, now or hereafter existing, including any fixtures.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“General Intangibles” (i) shall mean all “general intangibles” as defined in Article 9 of the UCC, including “payment intangibles” also as defined in Article 9 of the UCC and (ii) shall include, without limitation, all interest rate or currency protection or hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations, all Assigned Agreements and all Intellectual Property (in each case, regardless of whether characterized as general intangibles under the UCC).

“Goods” (i) shall mean all “goods” as defined in Article 9 of the UCC and (ii) shall include, without limitation, all Inventory and Equipment (in each case, regardless of whether characterized as goods under the UCC).

“Grantors” shall have the meaning set forth in the preamble.

3

“Health-Care Insurance Receivable” shall mean “health-care-insurance receivable” as defined in Article 9 of the UCC.

“Indemnitee” shall mean the Collateral Agent, and its and its Affiliates’ officers, partners, directors, trustees, employees, and agents.

“Instruments” shall mean all “instruments” as defined in Article 9 of the UCC.

“Insurance” shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man life insurance policies.

“Intellectual Property” shall mean, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses.

“Inventory” shall mean (i) all “inventory” as defined in Article 9 of the UCC and (ii) all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in any Grantor’s business; all goods in which any Grantor has an interest in mass or a joint or other interest or right of any kind; and all goods which are returned to or repossessed by any Grantor, all computer programs embedded in any goods and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the UCC).

“Investment Accounts” shall mean the Collateral Account, Securities Accounts, Commodities Accounts and Deposit Accounts.

“Investment Related Property” shall mean: (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, the Investment Accounts and certificates of deposit.

“Lenders” shall have the meaning set forth in the recitals.

“Letter of Credit Right” shall mean “letter-of-credit right” as defined in Article 9 of the UCC.

“Lien” shall mean (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Pledged Equity Interests, any purchase option, call or similar right of a third party with respect to such Pledged Equity Interests.

“Material Adverse Effect” shall mean a material adverse effect on and/or material adverse developments with respect to (i) the business, operations, properties, assets or financial condition of Company and its subsidiaries taken as a whole; (ii) the ability of Company or Grantors, taken as a whole, to fully and timely perform its or their Obligations; (iii) the

4

legality, validity, binding effect or enforceability against a Grantor of a material Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any agent and any Lender or any Secured Party under any material Credit Document.

“Material Contract” shall mean any contract or other arrangement to which any Grantor is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

“Money” shall mean “money” as defined in the UCC.

“Non-Assignable Contract” shall mean any agreement, contract or license to which any Grantor is a party that by its terms purports to restrict or prevent the assignment or granting of a security interest therein (either by its terms or by any federal or state statutory prohibition or otherwise irrespective of whether such prohibition or restriction is enforceable under Section 9-406 through 409 of the UCC).

“Patent Licenses” shall mean all agreements providing for the granting of any right in or to Patents (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(D) (as such schedule may be amended or supplemented from time to time).

“Patents” shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application referred to in Schedule 4.7(C) hereto (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to sue for past, present and future infringements thereof, (vi) all licenses, claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Person” shall mean and include natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Pledge Supplement” shall mean any supplement to this agreement in substantially the form of Exhibit A.

“Pledged Debt” shall mean all Indebtedness owed to such Grantor, including, without limitation, all Indebtedness described on Schedule 4.4(A) under the heading “Pledged Debt” (as such schedule may be amended or supplemented from time to time), issued by the obligors named therein, the instruments evidencing such Indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness.

“Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests.

5

“Pledged LLC Interests” shall mean all interests in any limited liability company including, without limitation, all limited liability company interests listed on Schedule 4.4(A) under the heading “Pledged LLC Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests.

“Pledged Partnership Interests” shall mean all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

“Pledged Stock” shall mean all shares of capital stock owned by such Grantor, including, without limitation, all shares of capital stock described on Schedule 4.4(A) under the heading “Pledged Stock” (as such schedule may be amended or supplemented from time to time), and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

“Pledged Trust Interests” shall mean all interests in a Delaware business trust or other trust including, without limitation, all trust interests listed on Schedule 4.4(A) under the heading “Pledged Trust Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such trust interests and any interest of such Grantor on the books and records of such trust or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests.

“Proceeds” shall mean: (i) all “proceeds” as defined in Article 9 of the UCC, (ii) payments or distributions made with respect to any Investment Related Property and (iii) whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary.

“Receivables” shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting

6

or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property, together with all of Grantor’s rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records.

“Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or nonwritten forms of information related in any way to the foregoing or any Receivable.

“Record” shall have the meaning specified in Article 9 of the UCC.

“Secured Obligations” shall have the meaning assigned in Section 3.1.

“Secured Parties” shall mean the Agents, Lenders and the Lender Counterparties and shall include, without limitation, all former Agents, Lenders and Lender Counterparties to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents, Lenders or Lender Counterparties and such Obligations have not been paid or satisfied in full.

“Securities” shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Accounts” (i) shall mean all “securities accounts” as defined in Article 8 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4(A) under the heading “Securities Accounts” (as such schedule may be amended or supplemented from time to time).

“Supporting Obligation” shall mean all “supporting obligations” as defined in Article 9 of the UCC.

“Tax Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time.

“Trademark Licenses” shall mean any and all agreements providing for the granting of any right in or to Trademarks (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(F) (as such schedule may be amended or supplemented from time to time).

7

“Trademarks” shall mean all United States and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to: (i) the registrations and applications referred to in Schedule 4.7(E) (as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Trade Secret Licenses” shall mean any and all agreements providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(G) (as such schedule may be amended or supplemented from time to time).

“Trade Secrets” shall mean all trade secrets and all other confidential or proprietary information and know-how whether or not such Trade Secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to such Trade Secret, including but not limited to: (i) the right to sue for past, present and future misappropriation or other violation of any Trade Secret, and (ii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York or, when the context implies, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.

“United States” shall mean the United States of America.

1.2 Definitions; Interpretation

All capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement or, if not defined therein, in the UCC. References to “Sections,” “Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, as the case may be, of this Agreement unless otherwise specifically provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. If any conflict or

8

inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall govern. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

SECTION 2. GRANT OF SECURITY.

2.1 Grant of Security

Each Grantor hereby grants to the Collateral Agent a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property of such Grantor, subject to the limitations in Section 2.2, including, but not limited to the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the “Collateral”):

(a) Accounts;

(b) Chattel Paper;

(c) Documents;

(d) General Intangibles;

(e) Goods;

(f) Instruments;

(g) Insurance;

(h) Intellectual Property;

(i) Investment Related Property;

(j) Letter of Credit Rights;

(k) Money;

(l) Receivables and Receivable Records;

(m) Commercial Tort Claims;

(n) to the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

(o) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

2.2 Certain Limited Exclusions

Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract, property rights or

9

agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), provided however that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) above, and provided further that nothing in this Section 2.2 shall prevent the security interest granted under Section 2.1 hereof from attaching to any Assigned Government Contract; or (b) any of the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the Tax Code to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation.

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

3.1 Security for Obligations

This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations with respect to every Grantor (the “Secured Obligations”).

3.2 Continuing Liability Under Collateral

Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Agent or any Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall the Collateral Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, and (iii) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

10

SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS.

4.1 Generally.

(a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

(i) it owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral free and clear of any and all Liens, rights or claims of all other Persons other than Permitted Liens;

(ii) it has indicated on Schedule 4.1(A) (as such schedule may be amended or supplemented from time to time): (w) the type of organization of such Grantor, (x) the jurisdiction of organization of such Grantor, (y) its organizational identification number and (z) the jurisdiction where the chief executive office or its sole place of business is (or the principal residence if such Grantor is a natural person), and for the one-year period preceding the date hereof has been, located.

(iii) the full legal name of such Grantor is as set forth on Schedule 4.1(A) and it has not done in the last five (5) years, and does not do, business under any other name (including any trade-name or fictitious business name) except for those names set forth on Schedule 4.1(B) (as such schedule may be amended or supplemented from time to time);

(iv) except as provided on Schedule 4.1(C), it has not changed its name, jurisdiction of organization, chief executive office or sole place of business (or principal residence if such Grantor is a natural person) or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the past five (5) years;

(v) other than in connection with Permitted Liens, it has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person, which has not heretofore been terminated other than the agreements identified on Schedule 4.1(D) hereof (as such schedule may be amended or supplemented from time to time);

(vi) with respect to each agreement identified on Schedule 4.1(D), it has indicated on Schedule 4.1 (A) and Schedule 4.1(B) the information required pursuant to Section 4.1(a)(ii), (iii) and (iv) with respect to the debtor under each such agreement;

(vii) (u) upon the filing of all UCC financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 4.1(E) hereof (as such schedule may be amended or supplemented from time to time) and other filings delivered by each Grantor, (v) upon delivery of all Instruments, Chattel Paper and certificated Pledged Equity Interests and Pledged Debt, (w) upon sufficient identification

11

of Commercial Tort Claims, (x) upon execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of Section 9-806, 9-106 or 9-104 of the UCC, as applicable) with respect to any Investment Account, (y) upon consent of the issuer with respect to Letter of Credit Rights, and (z) to the extent not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks and Copyrights in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Collateral Agent hereunder constitute valid and perfected first priority Liens (subject in the case of priority only to Permitted Liens and to the rights of the United States government (including any agency or department thereof) with respect to United States government Receivables) on all of the Collateral;

(viii) except as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, all actions and consents, including all filings, notices, registrations and recordings necessary or desirable for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect of the Collateral have been made or obtained;

(ix) other than the financing statements filed in favor of the Collateral Agent, no effective UCC financing statement, fixture filing or other instrument similar in effect under any applicable law covering all or any part of the Collateral is on file in any filing or recording office except for (x) financing statements for which proper termination statements have been delivered to the Collateral Agent for filing and (y) financing statements filed in connection with Permitted Liens;

(x) no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body (other than those which have been obtained) is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (vii) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities;

(xi) all written information supplied by any Grantor with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects;

(xii) none of the Collateral constitutes, or is the Proceeds of, “farm products” (as defined in the UCC);

(xiii) it does not own any “as extracted collateral” (as defined in the UCC) or any timber to be cut;

(xiv) except as described on Schedule 4.1(D), such Grantor has not become bound as a debtor, either by contract or by operation of law, by a security agreement previously entered into by another Person; and

12

(xv) such Grantor has been duly organized as an entity of the type as set forth opposite such Grantor’s name on Schedule 4.1(A) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 4.1(A) and remains duly existing as such. Such Grantor has not filed any certificates of domestication, transfer or continuance in any other jurisdiction.

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that:

(i) except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein;

(ii) it shall not produce, use or permit any Collateral to be used unlawfully or in material violation of any provision of this Agreement or any applicable material statute, regulation or ordinance or any policy of insurance covering the Collateral;

(iii) it shall not change such Grantor’s name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise), sole place of business (or principal residence if such Grantor is a natural person), chief executive office, type of organization or jurisdiction of organization unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least ten (10) Business Days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby;

(iv) if the Collateral Agent or any other Secured Party gives value to enable Grantor to acquire rights in or the use of any Collateral, it shall use such value for such purposes and such Grantor further agrees that repayment of any Obligation shall apply on a “first-in, first-out” basis so that the portion of the value used to acquire rights in any Collateral shall be paid in the chronological order such Grantor acquired rights therein;

(v) it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith and as otherwise provided in the Credit Agreement; provided, such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment;

13

(vi) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify the Collateral Agent in writing of any event that would reasonably be expected to have a Material Adverse Effect on the value of the Collateral or any material portion thereof, the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any material portion thereof, or the rights and remedies of the Collateral Agent in relation thereto, including, without limitation, the levy of any legal process against the Collateral or any portion thereof;

(vii) it shall not take or permit any action which would reasonably be expected to materially impair the Collateral Agent’s rights in the Collateral; and

(viii) it shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except as otherwise permitted in accordance with the Credit Agreement.

4.2 Equipment and Inventory

(a) Representations and Warranties. Each Grantor represents and warrants, on the Closing Date and on each Credit Date, that:

(i) all of the Equipment and Inventory (other than Equipment and Inventory in transit) included in the Collateral, when located in the United States, is kept for the past four (4) years only at the locations specified in Schedule 4.2 (as such schedule may be amended or supplemented from time to time); and

(ii) except as set forth in Schedule 4.2, none of the Inventory or Equipment is in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the UCC) therefor or otherwise in the possession of a bailee or a warehouseman.

(b) Covenants and Agreements. Each Grantor covenants and agrees that:

(i) other than Inventory and Equipment in transit or sold to customers in the ordinary course of business, it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory, in each case located in the United States, in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least ten (10) Business Days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;

(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in a similar business, and in any event in conformity with GAAP;

14

(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document (or to a shipper or freight forwarder acting on such Grantor’s behalf) to claim the Goods evidenced therefor or the Collateral Agent;

(iv) if any Equipment or Inventory is in possession or control of any third party (other than Equipment and Inventory in transit and customers purchasing inventory in the ordinary course of business), each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and

(v) with respect to any item of Equipment located in the United States having a value in excess of $50,000 individually which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.

4.3 Receivables

(a) Representations and Warranties. Each Grantor represents and warrants, on the Closing Date and on each Credit Date, that:

(i) each Receivable (a) is the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (b) is enforceable in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (c) is not subject to any setoffs, defenses, taxes or counterclaims that have not been disclosed to and approved by the Collateral Agent (except with respect to refunds, returns and allowances in the ordinary course of business) and (d) is in compliance with all material applicable laws, whether federal, state, local or foreign; and

(ii) [Intentionally Omitted]

(iii) no Receivable is evidenced by, or constitutes, an Instrument or Chattel Paper which has not been delivered to, or otherwise subjected to the control of, the Collateral Agent to the extent required by, and in accordance with Section 4.3(c).

(iv) [Intentionally Omitted]

15

(b) Covenants and Agreements: Each Grantor hereby covenants and agrees that:

(i) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith;

(ii) it shall mark conspicuously, in form and manner reasonably satisfactory to the Collateral Agent, all Chattel Paper, Instruments and other evidence of Receivables (other than any delivered to the Collateral Agent as provided herein), as well as the Receivables Records with an appropriate reference to the fact that the Collateral Agent has a security interest therein;

(iii) it shall perform in all material respects all of its obligations with respect to the Receivables, except to the extent being contested in good faith, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor;

(iv) it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected to have a Material Adverse Effect on the value of such Receivable as Collateral. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof, and except as otherwise provided in subsection (v) below, following an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon;

(v) except as otherwise provided in this subsection, each Grantor shall continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as such Grantor or the Collateral Agent may deem necessary or advisable. Notwithstanding the foregoing, the Collateral Agent shall have the right following an Event of Default to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, the Collateral Agent may: (1) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent; and (3) enforce, at the expense of such Grantor, collection of any such Receivables and, acting in good faith and with prudent business judgment, to adjust,

16

settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; and

(vi) it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.

(c) Delivery and Control of Receivables. With respect to any Receivables in excess of $100,000 individually or $500,000 in the aggregate that is evidenced by, or constitutes, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy thereof to be delivered to the Collateral Agent (or its agent or designee) appropriately indorsed to the Collateral Agent or indorsed in blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. With respect to any Receivables in excess of $100,000 individually or $500,000 in the aggregate which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall take all steps necessary to give the Collateral Agent control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. Any Receivable not otherwise required to be delivered or subjected to the control of the Collateral Agent in accordance with this subsection (c) shall be delivered or subjected to such control upon request of the Collateral Agent.

4.4 Investment Related Property.

4.4.1 Investment Related Property Generally

(a) Covenants and Agreements. Each Grantor hereby covenants and agrees that:

(i) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby;

17

(ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and

(iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

(b) Delivery and Control.

(i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

(c) Voting and Distributions.

(i) So long as no Event of Default shall have occurred and be continuing:

(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the

18

Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Collateral Agent; and

(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above;

(3) Upon the occurrence and during the continuation of an Event of Default:

      (A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and

       (B) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.

4.4.2 Pledged Equity Interests

(a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

(i) Schedule 4.4(A) (as such schedule may be amended or

19

supplemented from time to time) sets forth under the headings “Pledged Stock, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule;

(ii) except as set forth on Schedule 4.4(B), it has not acquired any equity interests of another entity or substantially all the assets of another entity within the past five (5) years;

(iii) after giving effect to the Acquisition, it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

(iv) without limiting the generality of Section 4.1(a)(v), no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof;

(v) none of the Pledged LLC Interests nor Pledged Partnership Interests are or represent interests in issuers that: (a) are registered as investment companies or (b) are dealt in or traded on securities exchanges or markets; and

(vi) except as otherwise set forth on Schedule 4.4(C), all of the Pledged LLC Interests and Pledged Partnership Interests are or represent interests in issuers that have opted to have such interests treated as securities under the uniform commercial code of any jurisdiction.

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that:

(i) without the prior written consent of the Collateral Agent, which shall not be unreasonably withheld, conditioned or delayed, it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, except to another Grantor who has caused

20

such property to become subjected to a perfected Lien thereon in favor of the Collateral Agent, and except as otherwise permitted under the Credit Agreement, (c) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest to dispose of all or a material portion of their assets, (d) waive any material default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt if waiver of such default or breach could reasonably be expected to adversely affect the validity, perfection or priority of the Collateral Agent’s security interest, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary to establish the Collateral Agent’s “control” thereof;

(ii) it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests except to the extent being contested in good faith, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor, and shall enforce all of its material rights with respect to any Investment Related Property;

(iii) without the prior written consent of the Collateral Agent which shall not be unreasonably withheld, conditioned or delayed, it shall not permit any issuer of any Pledged Equity Interest to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2.2; and

(iv) each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

4.4.3 Pledged Debt

(a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and each Credit Date, that Schedule 4.4 (as such schedule may be

21

amended or supplemented from time to time) sets forth under the heading “Pledged Debt” all of the Pledged Debt owned by any Grantor and all of such Pledged Debt has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof and is not in default and constitutes all of the issued and outstanding inter-company Indebtedness.

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that it shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any individual case or in the aggregate, a Material Adverse Effect.

4.4.4 Investment Accounts

(a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and each Credit Date, that:

(i) Schedule 4.4 hereto (as such schedule may be amended or supplemented from time to time) sets forth under the headings “Securities Accounts” and “Commodities Accounts,” respectively, all of the Securities Accounts and Commodities Accounts in which each Grantor has an interest. Each Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto) having “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or securities or other property credited thereto;

(ii) Schedule 4.4 hereto (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Deposit Accounts” all of the Deposit Accounts in which each Grantor has an interest. Each Grantor is the sole account holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto) having either sole dominion and control (within the meaning of common law) or “control” (within the meanings of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein; and

(iii) Each Grantor has taken all actions necessary, including those specified in Section 4.4.4(c), to: (a) establish Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Related Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodities Accounts (each as defined in the UCC); (b) establish the Collateral Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts (other than those Deposit Accounts not subject to such requirement under Section 4.4.4(c)); and (c) deliver all Instruments to the Collateral Agent.

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees with the Collateral Agent and each other Secured Party that it shall not close or terminate any Investment Account or establish any additional Investment Accounts unless a control agreement has been entered into by the appropriate Grantor, Collateral Agent and securities intermediary or depository institution at which such account is to be maintained in accordance with the provisions of Section 4.4.4(c).

22

(c) Delivery and Control

(i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or otherwise reasonably acceptable to the Collateral Agent) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or otherwise reasonably acceptable to the Collateral Agent) (a “Deposit Account Control Agreement”), pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the Grantors shall not be required to comply with this sentence with respect to Deposit Accounts that (A) are used to fund payroll or (B) that have an aggregate balance of $5,000,000 or less. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Closing Date, as of or prior to the Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. If any Grantor fails to comply with this covenant with respect to Deposit Accounts, such Grantor shall have ten (10) days to either (x) transfer funds in an amount sufficient to bring such Grantor into compliance with this covenant from Deposit Accounts not covered by Deposit Account Control Agreements to Deposit Accounts covered by Deposit Account Control Agreements or (y) enter into one or more Deposit Account Control Agreements with the Collateral Agent and the depository institutions at which such Deposit Accounts are not covered by Deposit Account Control Agreements maintained in accordance with the provisions of this Section 4.4.4(c) such that Grantors will then be in compliance with this covenant. Failure to comply within such ten (10) day period shall constitute an Event of Default.

(ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, unless the Collateral Agent, in its reasonable judgment, determines that the cost of such actions is excessive relative to the value of such Investment Related Property or that such actions would materially interfere with the Grantor’s ability to use a Securities Account or Deposit Account in the ordinary course of business. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time,

23

without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

4.5 Material Contracts

(a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

(i) Schedule 4.5 (as such schedule may be amended or supplemented from time to time) sets forth all of the Material Contracts to which such Grantor has rights;

(ii) the Material Contracts, true and complete copies (including any amendments or supplements thereof) of which have been furnished to the Collateral Agent, have been duly authorized, executed and delivered by Grantors and, to each Grantor’s knowledge, all other parties thereto, are in full force and effect and are binding upon and enforceable against all parties thereto in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws. There exists no material default under any Material Contract by any Grantor or, to such Grantor’s knowledge, any other party thereto and neither such Grantor, nor to its knowledge, any other Person party thereto is likely to become in default thereunder and, to such Grantor’s knowledge, no Person party thereto has any defenses, counterclaims or right of set-off with respect to any Material Contract. Each Person party to a Material Contract (other than any Grantor) has executed and delivered to the applicable Grantor a consent to the assignment of such Material Contract to the Collateral Agent pursuant to this Agreement; and

(iii) no Material Contract prohibits assignment or requires consent of or notice to any Person in connection with the assignment to the Collateral Agent hereunder, except such as has been given or made or is currently sought pursuant to Sections 4.5 (b)(vii) and (viii) hereof.

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that:

(i) after the occurrence and during the continuance of an Event of Default, in addition to any rights under the Section of this Agreement relating to Receivables, the Collateral Agent may at any time notify, or require any Grantor to so notify, the counterparty on any Material Contract of the security interest of the Collateral Agent therein and may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Collateral Agent;

(ii) each Grantor shall deliver promptly to the Collateral Agent a copy of each material demand, notice or document received by it relating in any way to any Material Contract;

(iii) each Grantor shall deliver promptly to the Collateral Agent, and in any event within ten (10) Business Days, after (1) any Material Contract of such

24

Grantor is terminated or amended in a manner that is materially adverse to such Grantor or (2) any new Material Contract is entered into by such Grantor, a written statement describing such event, with copies of such material amendments or new contracts, delivered to the Collateral Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no prohibition on delivery shall be effective if it were bargained for by such Grantor with the intent of avoiding compliance with this Section 4.5(b)(iii)), and an explanation of any actions being taken with respect thereto;

(iv) it shall perform in all material respects all of its obligations with respect to the Material Contracts, except to the extent contested in good faith, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor;

(v) it shall promptly and diligently exercise each material right (except the right of termination) it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as such Grantor or the Collateral Agent may deem necessary or advisable;

(vi) it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Material Contract;

(vii) each Grantor shall, within thirty (30) days of the date hereof with respect to any Non-Assignable Contract in effect on the date hereof and within thirty (30) days after entering into any Non-Assignable Contract after the Closing Date, request in writing the consent of the counterparty or counterparties to the Non-Assignable Contract pursuant to the terms of such Non-Assignable Contract or applicable law to the assignment or granting of a security interest in such Non-Assignable Contract to Secured Party and use its best efforts to obtain such consent as soon as practicable thereafter; and

(viii) on or before the Closing Date, it shall use its best efforts to deliver to the Collateral Agent duly completed Notices of Assignment, pursuant to the provisions of the Assignment of Claims Act of 1940, 31 U.S.C. § 3727(c), with respect to each contract of such Grantor with the United States government or any branch, agency, bureau or subdivision thereof involving remaining payments of at least $10,000,000 (or such smaller dollar amount such that at all times 90% of the total remaining payments for all such contracts are subject to such Notices of Assignment). Each Grantor shall update each Notice of Assignment delivered hereunder to the extent required by law, and provide Notices of Assignment with respect to any additional contracts between such Grantor and the United States government, or any branch, agency, bureau or subdivision thereof involving remaining payments of at least $10,000,000 (or such smaller dollar amount such that at all times 90% of the total remaining payments for all such contracts are subject to such Notices of Assignment).

4.6 Letter of Credit Rights

(a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

(i) all material letters of credit to which such Grantor has rights are listed on Schedule 4.6 (as such schedule may be amended or supplemented from time to time) hereto; and

25

(ii) it has obtained the consent of each issuer of any material letter of credit to the assignment of the proceeds of the letter of credit to the Collateral Agent.

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that with respect to any material letter of credit hereafter arising it shall obtain the consent of the issuer thereof to the assignment of the proceeds of the letter of credit to the Collateral Agent and shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto.

4.7 Intellectual Property.

(a) Representations and Warranties. Except as disclosed in Schedule 4.7(H) (as such schedule may be amended or supplemented from time to time), each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

(i) Schedule 4.7 (as such schedule may be amended or supplemented from time to time) sets forth a true and complete list of (i) all United States, state and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by each Grantor and (ii) all Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses material to the business of such Grantor;

(ii) it is the sole and exclusive owner of the entire right, title, and interest in and to all Intellectual Property listed on Schedule 4.7 (as such schedule may be amended or supplemented from time to time), and owns or has the valid right to use all other Intellectual Property used in or necessary to conduct its business, free and clear of all Liens, claims, encumbrances and licenses, except for Permitted Liens and the licenses set forth on Schedule 4.7(B), (D), (F) and (G) (as each may be amended or supplemented from time to time);

(iii) all Intellectual Property is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and each Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks in full force and effect;

(iv) all Intellectual Property is valid and enforceable; no holding, decision, or judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity of, such Grantor’s right to register, or such Grantor’s rights to own or use, any Intellectual Property and no such action or proceeding is pending or, to the best of such Grantor’s knowledge, threatened;

(v) all registrations and applications for Copyrights, Patents and Trademarks are standing in the name of each Grantor, and none of the Trademarks, Patents, Copyrights or Trade Secrets has been licensed by any Grantor to any Affiliate or third party, except as disclosed in Schedule 4.7(B), (D), (F), or (G) (as each may be amended or supplemented from time to time);

26

(vi) each Grantor has been using appropriate statutory notice of registration in connection with its use of registered Trademarks, proper marking practices in connection with the use of Patents, and appropriate notice of copyright in connection with the publication of Copyrights material to the business of such Grantor;

(vii) each Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademark Collateral and has taken all action necessary to insure that all licensees of the Trademark Collateral owned by such Grantor use such adequate standards of quality;

(viii) the conduct of such Grantor’s business does not infringe upon or otherwise violate any trademark, patent, copyright, trade secret or other intellectual property right owned or controlled by a third party; no claim has been made that the use of any Intellectual Property owned or used by Grantor (or any of its respective licensees) violates the asserted rights of any third party;

(ix) to the best of each Grantor’s knowledge, no third party is infringing upon or otherwise violating any rights in any Intellectual Property owned or used by such Grantor, or any of its respective licensees;

(x) no settlement or consents, covenants not to sue, nonassertion assurances, or releases have been entered into by Grantor or to which Grantor is bound that adversely affect Grantor’s rights to own or use any Intellectual Property; and

(xi) each Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property that has not been terminated or released. There is no effective financing statement or other document or instrument now executed, or on file or recorded in any public office, granting a security interest in or otherwise encumbering any part of the Intellectual Property, other than in favor of the Collateral Agent.

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees as follows:

(i) it shall not do any act or omit to do any act whereby any of the Intellectual Property which is material to the business of Grantor could reasonably be expected to lapse, or become abandoned, dedicated to the public, or unenforceable, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein;

(ii) it shall not, with respect to any Trademarks which are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademarks at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality;

27

(iii) it shall, within sixty (60) days of the creation or acquisition of any Copyrightable work which is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office;

(iv) it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Intellectual Property that is material to the business of any Grantor may become (a) abandoned or dedicated to the public or placed in the public domain, (b) invalid or unenforceable, or (c) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court;

(v) it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office, any state registry or any foreign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Intellectual Property including, but not limited to, those items on Schedule 4.7(A), (C) and (E) (as each may be amended or supplemented from time to time);

(vi) in the event that any material Intellectual Property owned by or exclusively licensed to any Grantor is infringed or misappropriated by a third party and Grantor becomes aware of such infringement or misappropriation, such Grantor shall promptly take all commercially reasonable actions to stop such infringement or misappropriation and protect its rights in such Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages;

(vii) it shall promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent (i) the filing of any application to register any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration of any Intellectual Property by any such office, in each case by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto;

(viii) it shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver to the Collateral Agent any document required to acknowledge, confirm, register, record, or perfect the Collateral Agent’s interest in any part of the Intellectual Property, whether now owned or hereafter acquired;

(ix) except with the prior consent of the Collateral Agent or as permitted under the Credit Agreement, each Grantor shall not execute or file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Agent and each Grantor shall not sell, assign, transfer, license, grant any option, or create or knowingly suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Agreement and the other Credit Documents and Permitted Liens;

(x) it shall take all steps reasonably necessary to protect the

28

secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;

(xi) it shall use proper statutory notice in connection with its use of any of the Intellectual Property; and

(xii) it shall continue to collect (to the extent possible), at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time after an Event of Default has occurred and is continuing, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby, and following and during the continuation of an Event of Default, may take such action as the Collateral Agent may deem reasonably necessary to enforce collection of such amounts.

4.8 Commercial Tort Claims

(a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that Schedule 4.8 (as such schedule may be amended or supplemented from time to time) sets forth all Commercial Tort Claims of each Grantor in excess of $100,000 individually or $500,000 in the aggregate; and

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that with respect to any Commercial Tort Claim in excess of $100,000 individually or $500,000 in the aggregate hereafter arising it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.

5.1 Access; Right of Inspection

The Collateral Agent shall at all times have full and free access during normal business hours and upon reasonable prior notice to all the books, correspondence and records of each Grantor, and the Collateral Agent and its representatives may examine the same, take extracts therefrom and make photocopies thereof, and each Grantor agrees to render to the Collateral Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. The Collateral Agent and its representatives shall at all times also have the right to enter any premises of each Grantor during normal business hours and upon reasonable prior notice and inspect any property of each Grantor where any of the Collateral of such Grantor granted pursuant to this Agreement is located for the purpose of inspecting the same, observing its use or otherwise protecting its interests therein.

29

5.2 Further Assurances

(a) Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:

(i) file such financing or continuation statements, or amendments thereto, and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby;

(ii) take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in the Intellectual Property with any intellectual property registry in which said Intellectual Property is registered or in which an application for registration is pending including, without limitation, the United States Patent and Trademark Office, the United States Copyright Office, the various Secretaries of State, and the foreign counterparts on any of the foregoing;

(iii) at any reasonable time, upon not less than ten (10) Business Days’ prior written notice and upon request by the Collateral Agent, assemble the Collateral and allow inspection of the Collateral by the Collateral Agent, or persons designated by the Collateral Agent; and

(iv) at the Collateral Agent’s request, appear in and defend any action or proceeding that may affect such Grantor’s title to or the Collateral Agent’s security interest in all or any part of the Collateral.

(b) Each Grantor hereby authorizes the Collateral Agent to file a Record or Records, including, without limitation, financing or continuation statements, and amendments thereto, in any jurisdictions and with any filing offices as the Collateral Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Collateral Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein, including, without limitation, describing such property as “all assets” or “all personal property, whether now owned or hereafter acquired.” Each Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

(c) Each Grantor hereby authorizes the Collateral Agent to modify this Agreement after obtaining such Grantor’s approval of or signature to such modification by amending Schedule 4.7 (as such schedule may be amended or supplemented from time to time) to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which any Grantor no longer has or claims any right, title or interest.

30

5.3 Additional Grantors

From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Grantors (each, an “Additional Grantor”), by executing a Counterpart Agreement. Upon delivery of any such counterpart agreement to the Collateral Agent, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if the Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Collateral Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

6.1 Power of Attorney

Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following:

(a) upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Credit Agreement;

(b) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above;

(d) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;

(e) upon the occurrence and during the continuance of any Event of Default, to file any Notices of Assignment pursuant to Section 7.8 hereof;

(f) to prepare and file any UCC financing statements against such Grantor as debtor;

31

(g) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as debtor;

(h) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, and which the applicable Grantor has not paid or discharged when required hereunder, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations of such Grantor to the Collateral Agent, due and payable immediately without demand; and

(i) upon the occurrence and during the continuance of any Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

6.2 No Duty on the Part of Collateral Agent or Secured Parties

The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

SECTION 7. REMEDIES.

7.1 Generally.

(a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of the Collateral Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

(i) require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place to be designated by the Collateral Agent that is reasonably convenient to both parties;

32

(ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

(iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and

(iv) without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable.

(b) The Collateral Agent or any Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent to the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC and the Collateral Agent, as collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, provided the Collateral Agent acted in a commercially reasonable manner. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the fees of any attorneys employed by the Collateral Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any

33

defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way alter the rights of the Collateral Agent hereunder.

(c) The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(d) The Collateral Agent shall have no obligation to marshal any of the Collateral.

7.2 Application of Proceeds

Except as expressly provided elsewhere in this Agreement, all proceeds received by the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against the Secured Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

7.3 Sales on Credit

If Collateral Agent sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale.

7.4 Deposit Accounts.

If any Event of Default shall have occurred and be continuing, the Collateral Agent may apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of the Collateral Agent.

7.5 Investment Related Property.

Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to

34

any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

7.6 Intellectual Property.

(a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default:

(i) the Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any Intellectual Property, in which event such Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all documents required by the Collateral Agent in aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and indemnify the Collateral Agent as provided in Section 10 hereof in connection with the exercise of its rights under this Section, and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any Intellectual Property as provided in this Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement or other violation of any of such Grantor’s rights in the Intellectual Property by others and for that purpose agrees to diligently maintain any action, suit or proceeding against any Person so infringing as shall be necessary to prevent such infringement or violation;

(ii) upon written demand from the Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Agent or such Collateral Agent’s designee all of such Grantor’s right, title and interest in and to the Intellectual Property and shall execute and deliver to the Collateral Agent such documents as are reasonably necessary to carry out the intent and purposes of this Agreement;

35

(iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that the Collateral Agent (or any Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property;

(iv) within five (5) Business Days after written notice from the Collateral Agent, each Grantor shall make available to the Collateral Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as the Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks and Trademark Licenses, such persons to be available to perform their prior functions on the Collateral Agent’s behalf and to be compensated by the Collateral Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default; and

(v) the Collateral Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of the Intellectual Property, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done;

(1) all amounts and proceeds (including checks and other instruments) received by Grantor in respect of amounts due to such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 7.7 hereof; and

(2) Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

(b) If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to the Collateral Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof that may have been made by the Collateral Agent; provided, after giving effect to such reassignment, the Collateral Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral

36

Agent granted hereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of the Collateral Agent and the Secured Parties.

(c) Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 7 and at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, to the extent it has the right to do so, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located.

7.7 Cash Proceeds

In addition to the rights of the Collateral Agent specified in Section 4.3 with respect to payments of Receivables, if an Event of Default shall have occurred and be continuing, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4.1(a)(ii), be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required) and held by the Collateral Agent in the Collateral Account. When an Event of Default shall have occurred and be continuing, any Cash Proceeds received by the Collateral Agent (whether from a Grantor or otherwise) may, in the sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Agent against the Secured Obligations then due and owing.

7.8 United States Government Contracts

Upon the occurrence and during the continuation of any Event of Default, the Collateral Agent may, and at the request of the Requisite Lenders shall, file Notices of Assignment with respect to any or all of the contracts of the Grantors with the United States government or any branch, agency, bureau or subdivision thereof. After any such filing, the Grantors shall take all action legally necessary to maintain such filings and to make filings with respect to any additional contracts between the Grantors and the U.S. government or any branch, agency, bureau or subdivision thereof. No Notices of Assignment may be filed except in accordance herewith.

SECTION 8. COLLATERAL AGENT.

The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, the Collateral Agent shall, after payment in

37

full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and the Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to the Administrative Agent, to appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit, the security interest granted hereby shall terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors such documents as Grantors shall reasonably request to evidence such termination.

38

SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.

SECTION 11. MISCELLANEOUS.

Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 10.1 of the Credit Agreement. No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Credit Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Agreement shall be binding upon and inure to the benefit of the Collateral Agent and Grantors and their respective successors and assigns. No Grantor shall, without the prior written consent of the Collateral Agent given in accordance with the Credit Agreement, assign any right, duty or obligation hereunder. This Agreement and the other Credit Documents embody the entire agreement and understanding between Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

39

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAWS).

40

IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

DI FINANCE SUB LLC
By:	/s/ Robert B. McKeon
Name:	Robert B. McKeon
Title:	President
DYNCORP INTERNATIONAL LLC
By:	/s/ Robert B. McKeon
Name:	Robert B. McKeon
Title:	Authorized Person
DI ACQUISITION CORP.
By:	/s/ Robert B. McKeon
Name:	Robert B. McKeon
Title:	President
DIV CAPITAL CORPORATION
By:	/s/ Robert B. McKeon
Name:	Robert B. McKeon
Title:	President

41

DTS AVIATION SERVICES LLC
DYNCORP AEROSPACE OPERATIONS LLC
DYNCORP INTERNATIONAL SERVICES LLC
DYN MARINE SERVICES LLC
DYN MARINE SERVICES OF VIRGINIA LLC
SERVICES INTERNATIONAL LLC
WORLDWIDE HUMANITARIAN SERVICES LLC
By:	DYNCORP INTERNATIONAL LLC,
	its sole member and manager
	By:	/s/ Robert B. McKeon
	Name:	Robert B. McKeon
	Title:	Authorized Person

42

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as the Collateral Agent
By:	/s/ William W. Archer
Name:	William W. Archer
Title:	Managing Director

43

SCHEDULE 4.1

TO PLEDGE AND SECURITY AGREEMENT

GENERAL INFORMATION

(A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification Number of each Grantor:

Full Legal Name Type of Organization Jurisdiction of Organization Chief Executive Office/Sole Place of
Business (or Residence if Grantor is a Natural Person) Organization I.D.#

(B) Other Names (including any Trade-Name or Fictitious Business Name) under which each Grantor has conducted business for the past five (5) years:

Full Legal Name Trade Name or Fictitious Business Name

(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:

Name of Grantor Date of Change Description of Change

(D) Agreements pursuant to which any Grantor is found as debtor within past five (5) years:

Name of Grantor Description of Agreement

(E) Financing Statements:

Name of Grantor Filing Jurisdiction(s)

SCHEDULE 4.1-1

SCHEDULE 4.2

TO PLEDGE AND SECURITY AGREEMENT

Name of Grantor Location of Equipment and Inventory

SCHEDULE 4.2-1

SCHEDULE 4.4

TO PLEDGE AND SECURITY AGREEMENT

INVESTMENT RELATED PROPERTY

(A) Pledged Stock:

Grantor Stock Issuer Class of Stock Certificated (Y/N) Stock
Certificate No. Par Value No. of
Pledged
Stock
% of
Outstanding
Stock of the
Stock Issuer

Pledged LLC Interests:

Grantor Limited Liability Company Certificated (Y/N) Certificate No. (if any) No. of Pledged Units % of Outstanding LLC Interests of the Limited
Liability Company

Pledged Partnership Interests:

Grantor Partnership Type of Partnership Interests (e.g., general or limited) Certificated (Y/N) Certificate No. (if any) % of Outstanding
Partnership
Interests of the
Partnership

Pledged Trust Interests:

Grantor Trust Class of Trust Interests Certificated (Y/N) Certificate No. (if any) % of Outstanding
Trust Interests of
the Trust

SCHEDULE 4.4-1

Pledged Debt:

Grantor Issuer Original Principal
Amount Outstanding
Principal Balance
Issue Date
Maturity Date

Securities Account:

Grantor Share of Securities Intermediary Account Number Account Name

Commodities Accounts:

Grantor Name of Commodities Intermediary Account Number Account Name

Deposit Accounts:

Grantor Name of Depositary Bank Account Number Account Name

(B)

Name of Grantor Date of Acquisition Description of Acquisition

(C)

Name of Grantor Name of Issuer of Pledged LLC Interest/Pledged Partnership Interest

SCHEDULE 4.4-2

SCHEDULE 4.5

TO PLEDGE AND SECURITY AGREEMENT

Name of Grantor Description of Material Contract

SCHEDULE 4.5-1

SCHEDULE 4.6

TO PLEDGE AND SECURITY AGREEMENT

Name of Grantor Description of Letters of Credit

SCHEDULE 4.6-1

SCHEDULE 4.7

TO PLEDGE AND SECURITY AGREEMENT

INTELLECTUAL PROPERTY

(A) Copyrights

(B) Copyright Licenses

(C) Patents

(D) Patent Licenses

(E) Trademarks

(F) Trademark Licenses

(G) Trade Secret Licenses

(H) Intellectual Property Exceptions

SCHEDULE 4.7-1

SCHEDULE 4.8

TO PLEDGE AND SECURITY AGREEMENT

Name of Grantor Commercial Tort Claims

SCHEDULE 4.8-1

EXHIBIT A

TO PLEDGE AND SECURITY AGREEMENT

PLEDGE SUPPLEMENT

This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [Corporation] (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of February 11, 2005 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), between each of the Grantors signatory thereto and GOLDMAN SACHS CREDIT PARTNERS L.P., as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.

Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title and interest in and to all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.

IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of [mm/dd/yy].

[NAME OF GRANTOR]

By:

Name:

Title:

EXHIBIT A-1

SUPPLEMENT TO SCHEDULE 4.1

TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

(A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification Number of each Grantor:

Full Legal Name Type of Organization Jurisdiction of Organization Chief Executive Office/Sole Place of
Business (or Residence if Grantor is a Natural Person) Organization I.D.#

(B) Other Names (including any Trade-Name or Fictitious Business Name) under which each Grantor has conducted business for the past five (5) years:

Full Legal Name Trade Name or Fictitious Business Name

(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:

Name of Grantor Date of Change Description of Change

(D) Agreements pursuant to which any Grantor is found as debtor within past five (5) years:

Name of Grantor Description of Agreement

(E) Financing Statements:

Name of Grantor Filing Jurisdiction(s)

EXHIBIT A-2

SUPPLEMENT TO SCHEDULE 4.2

TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

Name of Grantor Location of Equipment and Inventory

EXHIBIT A-3

SUPPLEMENT TO SCHEDULE 4.4

TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

(A)

Pledged Stock:

Pledged Partnership Interests:

Pledged LLC Interests:

Pledged Trust Interests:

Pledged Debt:

Securities Account:

Commodities Accounts:

Deposit Accounts:

(B)

Name of Grantor Date of Acquisition Description of Acquisition

(C)

Name of Grantor Name of Issuer of Pledged LLC Interest/Pledged Partnership Interest

EXHIBIT A-4

SUPPLEMENT TO SCHEDULE 4.5

TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

Name of Grantor Description of Material Contract

EXHIBIT A-5

SUPPLEMENT TO SCHEDULE 4.6

TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

Name of Grantor Description of Letters of Credit

EXHIBIT A-6

SUPPLEMENT TO SCHEDULE 4.7

TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

(A) Copyrights

(B) Copyright Licenses

(C) Patents

(D) Patent Licenses

(E) Trademarks

(F) Trademark Licenses

(G) Trade Secret Licenses

(H) Intellectual Property Exceptions

EXHIBIT A-7

SUPPLEMENT TO SCHEDULE 4.8

TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

Name of Grantor Commercial Tort Claims

EXHIBIT A-8

EXHIBIT B

TO PLEDGE AND SECURITY AGREEMENT

UNCERTIFICATED SECURITIES CONTROL AGREEMENT

This Uncertificated Securities Control Agreement (this “Agreement”) is entered into as of                     , 20     among                              (the “Pledgor”), GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the Secured Parties, (the “Collateral Agent”) and                     , a                      corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings assigned in the Pledge and Security Agreement dated as of February 11, 2005, among the Pledgor, the other Grantors party thereto and the Collateral Agent (the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

Section 1. Registered Ownership of Shares. The Issuer hereby confirms and agrees that as of the date hereof the Pledgor is the registered owner of              shares of the Issuer’s [common] stock (the “Pledged Shares”) and the Issuer shall not change the registered owner of the Pledged Shares without the prior written consent of the Collateral Agent.

Section 2. Instructions. If at any time the Issuer shall receive instructions originated by the Collateral Agent relating to the Pledged Shares, the Issuer shall comply with such instructions without further consent by the Pledgor or any other person.

Section 3. Additional Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Collateral Agent that:

(a) It has not entered into, and until the termination of this agreement will not enter into, any agreement with any other person relating to the Pledged Shares pursuant to which it has agreed to comply with instructions issued by such other person.

(b) It has not entered into, and until the termination of this agreement will not enter into, any agreement with the Pledgor or the Collateral Agent purporting to limit or condition the obligation of the Issuer to comply with instructions as set forth in Section 2 hereof.

(c) Except for the claims and interest of the Collateral Agent and of the Pledgor in the Pledged Shares, the Issuer does not know of any claim to, or interest in, the Pledged Shares. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Pledged Shares, the Issuer will promptly notify the Collateral Agent and the Pledgor thereof.

(d) This Agreement is the valid and legally binding obligation of the Issuer.

Section 4. Choice of Law. This Agreement shall be governed by the laws of the State of New York.

Section 5. Conflict with Other Agreements. In the event of any conflict between this

EXHIBIT B-1

Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

Section 6. Voting Rights. Until such time as the Collateral Agent shall otherwise instruct the Issuer in writing, the Pledgor shall have the right to vote the Pledged Shares.

Section 7. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Agent may assign its rights hereunder only with the express written consent of the Issuer and by sending written notice of such assignment to the Pledgor.

Section 8. Indemnification of Issuer. The Pledgor and the Collateral Agent hereby agree that (a) the Issuer is released from any and all liabilities to the Pledgor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Issuer with the terms hereof, except to the extent that such liabilities arise from the Issuer’s negligence and (b) the Pledgor, its successors and assigns shall at all times indemnify and save harmless the Issuer from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Issuer with the terms hereof, except to the extent that such arises from the Issuer’s negligence, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Section 9. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Pledgor:	[INSERT ADDRESS]
	Attention:
	Telecopier:
Collateral Agent:	Goldman Sachs Credit Partners L.P.
	85 Broad Street
	New York, New York 10004
	Attention:
	Telecopier:
Issuer:	[INSERT ADDRESS]
	Attention:
	Telecopier:

Any party may change its address for notices in the manner set forth above.

Section 10. Termination. The obligations of the Issuer to the Collateral Agent pursuant to this Agreement shall continue in effect until the security interests of the Collateral Agent in the Pledged Shares have been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Issuer of such termination in writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form of Exhibit A hereto to the Issuer upon the request of the Pledgor on or after the termination of the Collateral Agent’s security

Exhibit B-2

interest in the Pledged Shares pursuant to the terms of the Security Agreement. The termination of this Agreement shall not terminate the Pledged Shares or alter the obligations of the Issuer to the Pledgor pursuant to any other agreement with respect to the Pledged Shares.

Section 11. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

[NAME OF PLEDGOR]

By:

Name:

Title:

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

[NAME OF ISSUER]

By:

Name:

Title:

Exhibit B-3

Exhibit A

GOLDMAN SACHS CREDIT PARTNERS L.P.

85 Broad Street

New York, New York 10004

[Date]

[Name and Address of Issuer]

Attention:

Re:    Termination of Control Agreement

You are hereby notified that the Uncertificated Securities Control Agreement between you, [the Pledgor] and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to Pledged Shares (as defined in the Uncertificated Control Agreement) from [the Pledgor]. This notice terminates any obligations you may have to the undersigned with respect to the Pledged Shares, however nothing contained in this notice shall alter any obligations which you may otherwise owe to [the Pledgor] pursuant to any other agreement.

You are instructed to deliver a copy of this notice by facsimile transmission to [insert name of Pledgor].

Very truly yours,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

Exhibit B-A-1

EXHIBIT C

TO PLEDGE AND SECURITY AGREEMENT

SECURITIES ACCOUNT CONTROL AGREEMENT

This Securities Account Control Agreement (this “Agreement”) is entered into as of                     , 20     (this “Agreement”) among                      (the “Debtor”), GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the Secured Parties (the “Collateral Agent”) and                     , in its capacity as a “securities intermediary” as defined in Section 8-102 of the UCC (in such capacity, the “Securities Intermediary”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Pledge and Security Agreement, dated as of February 11, 2005, among the Debtor, the other Grantors party thereto and the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

Section 1. Establishment of Securities Account. The Securities Intermediary hereby confirms and agrees that:

(a) The Securities Intermediary has established account number [IDENTIFY ACCOUNT NUMBER] in the name “[IDENTIFY EXACT TITLE OF ACCOUNT]” (such account and any successor account, the “Securities Account”) and the Securities Intermediary shall not change the name or account number of the Securities Account without the prior written consent of the Collateral Agent;

(b) All securities or other property underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank;

(c) All property delivered to the Securities Intermediary pursuant to the Security Agreement will be promptly credited to the Securities Account; and

(d) The Securities Account is a “securities account” within the meaning of Section 8-501 of the UCC.

Section 2. “Financial Assets” Election. The Securities Intermediary hereby agrees that each item of property (including, without limitation, any investment property, financial asset, security, instrument, general intangible or cash) credited to the Securities Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Section 3. Control of the Securities Account. If at any time the Securities

Exhibit C-1

Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Collateral Agent, the Securities Intermediary shall follow the orders issued by the Collateral Agent.

Section 4. Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent. The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent (except that the Securities Intermediary may set off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Securities Account and (ii) the face amount of any checks which have been credited to such Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds).

Section 5. Choice of Law. This Agreement and the Securities Account shall each be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) and the Securities Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York.

Section 6. Conflict with Other Agreements.

(a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

(b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto;

(c) The Securities Intermediary hereby confirms and agrees that:

(i) There are no other control agreements entered into between the Securities Intermediary and the Debtor with respect to the Securities Account;

(ii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with any other person relating to the Securities Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other person; and

(iii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with the Debtor or the Collateral Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3 hereof.

Exhibit C-2

Section 7. Adverse Claims. Except for the claims and interest of the Collateral Agent and of the Debtor in the Securities Account, the Securities Intermediary does not know of any claim to, or interest in, the Securities Account or in any “financial asset” (as defined in Section 8-102(a) of the UCC) credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Securities Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Collateral Agent and the Debtor thereof.

Section 8. Maintenance of Securities Account. In addition to, and not in lieu of, the obligation of the Securities Intermediary to honor entitlement orders as agreed in Section 3 hereof, the Securities Intermediary agrees to maintain the Securities Account as follows:

(a) Notice of Sole Control. If at any time the Collateral Agent delivers to the Securities Intermediary a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Securities Intermediary agrees that after receipt of such notice, it will take all instruction with respect to the Securities Account solely from the Collateral Agent.

(b) Voting Rights. Until such time as the Securities Intermediary receives a Notice of Sole Control pursuant to subsection (a) of this Section 8, the Debtor shall direct the Securities Intermediary with respect to the voting of any financial assets credited to the Securities Account.

(c) Permitted Investments. Until such time as the Securities Intermediary receives a Notice of Sole Control signed by the Collateral Agent, the Debtor shall direct the Securities Intermediary with respect to the selection of investments to be made for the Securities Account; provided, however, that the Securities Intermediary shall not honor any instruction to purchase any investments other than investments of a type described on Exhibit B hereto.

(d) Statements and Confirmations. The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Securities Account and/or any financial assets credited thereto simultaneously to each of the Debtor and the Collateral Agent at the address for each set forth in Section 12 of this Agreement.

(e) Tax Reporting. All items of income, gain, expense and loss recognized in the Securities Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

Section 9. Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants:

(a) The Securities Account has been established as set forth in Section 1 above and such Securities Account will be maintained in the manner set forth herein until termination of this Agreement; and

(b) This Agreement is the valid and legally binding obligation of the Securities Intermediary.

Section 10 Indemnification of Securities Intermediary. The Debtor and the Collateral

Exhibit C-3

Agent hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s gross negligence or willful misconduct and (b) the Debtor, its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Securities Intermediary with the terms hereof, except to the extent that such arises from the Securities Intermediary’s gross negligence or willful misconduct, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Section 11. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Agent may assign its rights hereunder only with the express written consent of the Securities Intermediary and by sending written notice of such assignment to the Debtor.

Section 12. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Debtor:	[INSERT ADDRESS]
	Attention:
	Telecopier:
Collateral Agent:	Goldman Sachs Credit Partners L.P.
	85 Broad Street
	New York, New York 10004
	Attention:
	Telecopier:
Securities Intermediary:	[INSERT ADDRESS]
	Attention:
	Telecopier:

Any party may change its address for notices in the manner set forth above.

Section 13. Termination. The obligations of the Securities Intermediary to the Collateral Agent pursuant to this Agreement shall continue in effect until the security interest of the Collateral Agent in the Securities Account has been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Securities Intermediary of such termination in writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form of Exhibit C hereto to the Securities Intermediary upon the request of the Debtor on or after the termination of the Collateral Agent’s security interest in the Securities Account pursuant to the terms of the Security Agreement. The termination of this Agreement shall not terminate the Securities Account or alter the obligations of the Securities Intermediary to the Debtor pursuant to any other agreement with respect to the Securities Account.

Section 14. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

Exhibit C-4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

[DEBTOR]

By:

Name:

Title:

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

[NAME OF SECURITIES INTERMEDIARY],

as Securities Intermediary

By:

Name:

Title:

Exhibit C-5

EXHIBIT A

TO SECURITIES ACCOUNT CONTROL AGREEMENT

GOLDMAN SACHS CREDIT PARTNERS L.P.

85 Broad Street

New York, New York 10004

[Date]

[Name and Address of Securities Intermediary]

Attention:

Re: Notice of Sole Control

Ladies and Gentlemen:

As referenced in the Securities Account Control Agreement dated as of                     , 20     among [NAME OF THE DEBTOR], you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over securities account number              (the “Securities Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Securities Account or the financial assets credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE DEBTOR].

Very truly yours,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

cc: [NAME OF THE DEBTOR]

Exhibit C-A-1

EXHIBIT B

TO SECURITIES ACCOUNT CONTROL AGREEMENT

Permitted Investments

[TO COME]

Exhibit C-B-1

EXHIBIT C

TO SECURITIES ACCOUNT CONTROL AGREEMENT

GOLDMAN SACHS CREDIT PARTNERS L.P.

85 Broad Street

New York, New York 10004

[Date]

[Name and Address of Securities Intermediary]

Attention:

Re: Termination of Securities Account Control Agreement

You are hereby notified that the Securities Account Control Agreement dated as of                     , 20     among you, [NAME OF THE DEBTOR] and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s)                      from [NAME OF THE DEBTOR]. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to [NAME OF THE DEBTOR] pursuant to any other agreement.

You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE DEBTOR].

Very truly yours,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

Exhibit C-C-1

EXHIBIT D

TO PLEDGE AND SECURITY AGREEMENT

DEPOSIT ACCOUNT CONTROL AGREEMENT

This Deposit Account Control Agreement (this “Agreement”) is entered into as of                     , 20     (this “Agreement”) among                      (the “Debtor”), GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the Secured Parties (the “Collateral Agent”) and                     , in its capacity as a “bank” as defined in Section 9-102 of the UCC (in such capacity, the “Financial Institution”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Pledge and Security Agreement, dated as of February 11, 2005, between the Debtor, the other Grantors party thereto and the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

Section 1. Establishment of Deposit Account. The Financial Institution hereby confirms and agrees that:

(a) The Financial Institution has established account number [IDENTIFY ACCOUNT NUMBER] in the name “[IDENTIFY EXACT TITLE OF ACCOUNT]” (such account and any successor account, the “Deposit Account”) and the Financial Institution shall not change the name or account number of the Deposit Account without the prior written consent of the Collateral Agent and, prior to delivery of a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Debtor; and

(b) The Deposit Account is a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC.

Section 2. Control of the Deposit Account. If at any time the Financial Institution shall receive any instructions originated by the Collateral Agent directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other person. The Financial Institution hereby acknowledges that it has received notice of the security interest of the Collateral Agent in the Deposit Account and hereby acknowledges and consents to such lien. If the Debtor is otherwise entitled to issue instructions and such instructions conflict with any instructions issued the Collateral Agent, the Financial Institution shall follow the instructions issued by the Collateral Agent.

Section 3. Subordination of Lien; Waiver of Set-Off. In the event that the Financial Institution has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Deposit Account or any funds credited thereto, the Financial Institution hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent. Money and other items credited to the Deposit Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent (except that the Financial Institution may set off (i) all amounts due to the Financial Institution in respect of customary fees and expenses for the routine maintenance and operation of the Deposit Account and (ii) the face amount of any checks which have been credited to such Deposit Account but are subsequently returned unpaid because of uncollected or insufficient funds).

Exhibit D-1

Section 4. Choice of Law. This Agreement and the Deposit Account shall each be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Financial Institution’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the Deposit Account shall be governed by the laws of the State of New York.

Section 5. Conflict with Other Agreements.

(a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

(b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto; and

(c) The Financial Institution hereby confirms and agrees that:

(i) There are no other agreements entered into between the Financial Institution and the Debtor with respect to the Deposit Account [other than                     ]; and

(ii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with any other person relating to the Deposit Account and/or any funds credited thereto pursuant to which it has agreed to comply with instructions originated by such persons as contemplated by Section 9-104 of the UCC.

Section 6. Adverse Claims. The Financial Institution does not know of any liens, claims or encumbrances relating to the Deposit Account. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Deposit Account, the Financial Institution will promptly notify the Collateral Agent and the Debtor thereof.

Section 7. Maintenance of Deposit Account. In addition to, and not in lieu of, the obligation of the Financial Institution to honor instructions as set forth in Section 2 hereof, the Financial Institution agrees to maintain the Deposit Account as follows:

(a) Notice of Sole Control. If at any time the Collateral Agent delivers to the Financial Institution a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Financial Institution agrees that after receipt of such notice, it will take all instruction with respect to the Deposit Account solely from the Collateral Agent;

(b) Statements and Confirmations. The Financial Institution will promptly send copies of all statements, confirmations and other correspondence concerning the Deposit Account simultaneously to each of the Debtor and the Collateral Agent at the address for each set forth in Section 11 of this Agreement; and

Exhibit D-2

(c) Tax Reporting. All interest, if any, relating to the Deposit Account, shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

Section 8. Representations, Warranties and Covenants of the Financial Institution. The Financial Institution hereby makes the following representations, warranties and covenants:

(a) The Deposit Account has been established as set forth in Section 1 and such Deposit Account will be maintained in the manner set forth herein until termination of this Agreement; and

(b) This Agreement is the valid and legally binding obligation of the Financial Institution.

Section 9. Indemnification of Financial Institution. The Debtor and the Collateral Agent hereby agree that (a) the Financial Institution is released from any and all liabilities to the Debtor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Financial Institution with the terms hereof, except to the extent that such liabilities arise from the Financial Institution’s gross negligence or willful misconduct and (b) the Debtor, its successors and assigns shall at all times indemnify and save harmless the Financial Institution from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Financial Institution with the terms hereof, except to the extent that such arises from the Financial Institution’s gross negligence or willful misconduct, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Section 10. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Agent may assign its rights hereunder only with the express written consent of the Financial Institution and by sending written notice of such assignment to the Debtor.

Section 11 Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Debtor:	[INSERT ADDRESS]
	Attention:
	Telecopier:
Collateral Agent:	Goldman Sachs Credit Partners L.P.
	85 Broad Street
	New York, New York 10004
	Attention:
	Telecopier:
Financial Institution:	[INSERT ADDRESS]
	Attention:
	Telecopier:

Exhibit D-3

Any party may change its address for notices in the manner set forth above.

Section 12. Termination. The obligations of the Financial Institution to the Collateral Agent pursuant to this Agreement shall continue in effect until the security interest of the Collateral Agent in the Deposit Account has been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Financial Institution of such termination in writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form of Exhibit B hereto to the Financial Institution upon the request of the Debtor on or after the termination of the Collateral Agent’s security interest in the Deposit Account pursuant to the terms of the Security Agreement. The termination of this Agreement shall not terminate the Deposit Account or alter the obligations of the Financial Institution to the Debtor pursuant to any other agreement with respect to the Deposit Account.

Section 13. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

[DEBTOR]

By:

Name:

Title:

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

[NAME OF FINANCIAL INSTITUTION],

as Financial Institution

By:

Name:

Title:

Exhibit D-4

EXHIBIT A

TO DEPOSIT ACCOUNT CONTROL AGREEMENT

GOLDMAN SACHS CREDIT PARTNERS L.P.

85 Broad Street

New York, New York 10004

[Date]

[Name and Address of Financial Institution]

Attention:

Re: Notice of Sole Control

Ladies and Gentlemen:

As referenced in the Deposit Account Control Agreement dated as of                     , 20     among [NAME OF THE DEBTOR], you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over deposit account number                      (the “Deposit Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Deposit Account or the financial assets credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE DEBTOR].

Very truly yours,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

cc: [NAME OF THE DEBTOR]

Exhibit D-A-1

EXHIBIT B

TO DEPOSIT ACCOUNT CONTROL AGREEMENT

GOLDMAN SACHS CREDIT PARTNERS L.P.

85 Broad Street

New York, New York 10004

[Date]

[Name and Address of Financial Institution]

Attention:

Re: Termination of Deposit Account Control Agreement

You are hereby notified that the Deposit Account Control Agreement dated as of                     , 20     among [NAME OF THE DEBTOR], you and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s)                      from [NAME OF THE DEBTOR]. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to [NAME OF THE DEBTOR] pursuant to any other agreement.

You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE DEBTOR].

Very truly yours,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

Exhibit D-B-1

EXHIBIT E

TO PLEDGE AND SECURITY AGREEMENT

TRADEMARK SECURITY AGREEMENT

This Trademark Security Agreement, dated as of                     , 20     (as amended, restated or otherwise modified, the “Trademark Security Agreement”), is entered into by and between each of [INSERT NAMES OF GRANTORS] (collectively, “Grantors”) and GOLDMAN SACHS CREDIT PARTNERS L.P., in its capacity as collateral agent for the Secured Parties (together with successors and assigns in such capacity, the “Collateral Agent”).

WITNESSETH:

WHEREAS, Grantors are party to a Pledge and Security Agreement dated as of February 11, 2005 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent, pursuant to which the Grantors are required to execute and deliver this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Secured Parties to enter into the Credit Agreement the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meanings given to them in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest in Trademark Collateral. Each Grantor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Trademark Collateral”):

(a) all United States and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certifications marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, and all registrations and applications for any of the foregoing, including the registrations and applications referred to on Schedule I hereto (collectively, “Trademarks”);

(b) any and all agreements providing for the granting of any right in or to Trademarks (whether such Grantor is licensee or licensor thereunder) including those referred to on Schedule I hereto (collectively, “Trademark Licenses”);

(c) all extensions or renewals of the foregoing;

(d) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark License;

(e) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill; and

Exhibit E-1

(f) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit.

SECTION 3. Security Agreement. The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Applicable Law. This Trademark Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions (other than Section 5-1401 and Section 5-1402 of the New York General Obligation Laws).

SECTION 5. Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

Exhibit E-2

IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF EACH GRANTOR]

By:

Name:

Title:

Exhibit E-3

Accepted and Agreed:

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

Exhibit E-4

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND APPLICATIONS

Exhibit E-I-1

EXHIBIT F

TO PLEDGE AND SECURITY AGREEMENT

COPYRIGHT SECURITY AGREEMENT

This Copyright Security Agreement, dated as of                     , 20     (as amended, restated or otherwise modified from time to time, the “Copyright Security Agreement”), is entered into by and between each of [INSERT NAMES OF GRANTORS] (collectively, “Grantors”) and GOLDMAN SACHS CREDIT PARTNERS L.P., in its capacity as collateral agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”).

WITNNSSETH:

WHEREAS, Grantors are party to a Pledge and Security Agreement dated as of February 11, 2005 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent, pursuant to which the Grantors are required to execute and deliver this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Secured Parties to enter into the Credit Documents, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meanings given to them in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest in Copyright Collateral. Each Grantor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Copyright Collateral”):

(a) all United States and foreign copyrights (including community designs), including but not limited to copyrights in software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, to which it is a party, including all registrations and applications referred to on Schedule I hereto (collectively, “Copyrights”);

(b) any and all agreements for the granting of any right in or to Copyrights (whether or not such Grantor is licensee or licensor thereunder) including those referred to on Schedule I hereto (collectively, “Copyright Licenses”);

(c) all extensions and renewals thereof;

(d) all rights corresponding thereto throughout the world;

(e) all rights to sue for past, present and future infringements thereof; and

(f) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit.

Exhibit F-1

SECTION 3. Security Agreement. The security interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyrights made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Applicable Law. This Copyright Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions (other than Section 5-1401 and Section 5-1402 of the New York General Obligation Laws).

SECTION 5. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

Exhibit F-2

IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF EACH GRANTOR]

By:

Name:

Title:

Exhibit F-3

Accepted and Agreed:

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

Exhibit F-4

SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND APPLICATIONS

Exhibit F-I-1

EXHIBIT G

TO PLEDGE AND SECURITY AGREEMENT

PATENT SECURITY AGREEMENT

This Patent Security Agreement, dated as of                     , 20     (as amended, restated or otherwise modified from time to time, the “Patent Security Agreement”), is entered into by and between each of [INSERT NAMES OF GRANTORS] (collectively, the “Grantors”) and GOLDMAN SACHS CREDIT PARTNERS L.P., in its capacity as collateral agent for the Secured Parties (together with any successors and assigns thereto in such capacity, the “Collateral Agent”).

WITNESSETH:

WHEREAS, Grantors are party to a Pledge and Security Agreement dated as of February 11, 2005 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors thereto and the Collateral Agent, pursuant to which the Grantors are required to execute and deliver this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Secured Parties to enter into the Credit Agreement, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meanings given to them in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest in Patent Collateral. Each Grantor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Patent Collateral”):

(a) all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing (collectively, “Patents”), including, but not limited to: (i) each patent and patent application referred to on Schedule I hereto (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to sue for past, present and future infringements thereof, (vi) all licenses, claims, damages and proceeds of suit arising therefrom and (vii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit;

(b) all agreements providing for the granting of any right in or to Patents (whether such Grantor is licensee or licensor thereunder) including those referred to on Schedule I hereto (collectively, “Patent Licenses”);

(c) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;

Exhibit G-1

(d) all rights corresponding thereto throughout the world;

(e) all inventions and improvements described therein;

(f) all rights to sue for past, present and future infringements thereof;

(g) all licenses, claims, damages and proceeds of suit arising therefrom; and

(h) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit.

SECTION 3. Security Agreement. The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Applicable Law. This Patent Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions (other than Section 5-1401 and Section 5-1402 of the New York General Obligation Laws).

SECTION 5. Counterparts. This Patent Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

Exhibit G-2

IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF EACH GRANTOR]

By:

Name:

Title:

Exhibit G-3

Accepted and Agreed:

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

Exhibit G-4

SCHEDULE I

to

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND APPLICATIONS

Exhibit G-I-1

EX-10.4

Exhibit 10.4

REVOLVING LOAN NOTE

$25,000,000
February 11, 2005	New York, New York

FOR VALUE RECEIVED, DYNCORP INTERNATIONAL LLC, successor by merger to DI Finance Sub LLC, a Delaware limited liability company (“Company”), promises to pay BANK OF AMERICA, N.A. (“Payee”) or its registered assigns, on or before the Revolving Commitment Termination Date, the lesser of (a) TWENTY FIVE MILLION AND NO/100 DOLLARS ($25,000,000) and (b) the unpaid principal amount of all advances made by Payee to Company as Revolving Loans under the Credit Agreement referred to below.

Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of February 11, 2005 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among COMPANY, DI ACQUISITION CORP., a Delaware corporation (“Holdings”), and CERTAIN SUBSIDIARIES OF COMPANY, as guarantors, the lenders party thereto from time to time (the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arranger and joint book runner, as administrative agent and as collateral agent, BEAR STEARNS CORPORATE LENDING INC., as syndication agent, BEAR, STEARNS & CO. INC., as joint lead arranger and joint book runner, and BANK OF AMERICA, N.A., as issuing bank and as documentation agent.

This Note is one of the “Revolving Loan Notes” in the aggregate principal amount of $75,000,000 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Company, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note.

This Note is subject to mandatory prepayment and to prepayment at the option of Company, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

Company promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

DYNCORP INTERNATIONAL LLC
By:	/s/ Robert B. McKeon
Name:	Robert B. McKeon
Title:	Authorized Person

TRANSACTIONS ON

REVOLVING LOAN NOTE

Date Amount of Loan Made This Date Amount of Principal Paid This Date Outstanding Principal
Balance This Date
Notation Made By

EX-12.1

Exhibit 12.1

DynCorp International LLC

Exhibit 12.1 - Statement Regarding Computation of Ratios-

Fixed Charge Coverage Ratio

For the Pro Forma Fiscal Year Ended April 1, 2005

Dollar Amounts in Thousands

	Pro Forma for the Fiscal Year Ended April 1, 2005
Net Income Before Income Taxes	$16,696
Computation of Fixed Charges:
Interest expense and amortization of debt issue costs on all indebtedness	55,468
Interest factor on rent expense (1)	4,340
Total fixed charges	59,808
Earnings before income taxes and fixed charges	$76,504
Ratio of earnings to fixed charges	1.3

(1) Amount included in fixed charges for rentals is considered by management to be a reasonable approximation of the interest factor.

EX-21.1

Exhibit 21.1

Subsidiary Name	State/Country of Organization
DIV Capital Corporation	Delaware
DTS Aviation Services LLC	Nevada
Dyn Al Rushaid Services JV (joint venture)	Saudi Arabia
DynCorp Aerospace Operations LLC	Delaware
DynCorp Aerospace Operations (UK) Ltd.	United Kingdom
DynCorp (Aust.) Pty. Limited	Australia
DynCorp-Hiberna Limited JV (joint venture)	United Kingdom
DynCorp International FZ-LLC	United Arab Emirates
DynCorp International of Nigeria LLC	Delaware
DynCorp International Private Limited	Singapore
DynCorp International Services LLC	Virginia
DynCorp International Services GmbH	Germany
DynEgypt L.L.C. (joint venture)	Egypt
DynSG LLC (joint venture)	Delaware
Dyn Marine Services LLC	California
Dyn Marine Services of Virginia LLC	Virginia
DynPuertoRico Corporation (joint venture)	Puerto Rico
DynCorp International Aero Services Inc.	Puerto Rico
Services International Limited LLC	Delaware
Worldwide Humanitarian Services LLC	Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to Registration Statement No. 333-127343 on Form S-4 of our report dated July 27, 2005 (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the new bases of accounting beginning March 8, 2003 and February 12, 2005) relating to the financial statements of DynCorp International LLC and subsidiaries, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Fort Worth, Texas

September 27, 2005

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)        [    ]

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York (State of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

DYNCORP INTERNATIONAL LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 52-2287126 (I.R.S. employer identification no.)

DIV Capital Corporation

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 72-1591534 (I.R.S. employer identification no.)

DTS Aviation Services LLC

(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization) 43-2053132 (I.R.S. employer identification no.)

DynCorp Aerospace Operations LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 54-1696542 (I.R.S. employer identification no.)

DynCorp International Services LLC

(Exact name of obligor as specified in its charter)

Virginia (State or other jurisdiction of incorporation or organization) 54-1108455 (I.R.S. employer identification no.)

Dyn Marine Services LLC

(Exact name of obligor as specified in its charter)

California (State or other jurisdiction of incorporation or organization) 62-1221029 (I.R.S. employer identification no.)

DynCorp International of Nigeria LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 68-0606520 (I.R.S. employer identification no.)

- 2 -

Dyn Marine Services of Virginia LLC

(Exact name of obligor as specified in its charter)

Virginia (State or other jurisdiction of incorporation or organization) 54-1741786 (I.R.S. employer identification no.)

Services International LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 41-2030325 (I.R.S. employer identification no.)

Worldwide Humanitarian Services LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	52-2314506 (I.R.S. employer identification no.)
8445 Freeport Parkway Suite 400 Irving, Texas (Address of principal executive offices)	75063 (Zip code)

9.50% Series B Senior Subordinated Notes due 2013

(Title of the indenture securities)

- 3 -

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

- 4 -

6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 5 -

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 9th day of August, 2005.

THE BANK OF NEW YORK
By:	/S/	STACEY POINDEXTER
	Name:	STACEY POINDEXTER
	Title:	ASSISTANT VICE PRESIDENT

- 6 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2005, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	2,292,000
Interest-bearing balances		7,233,000
Securities:
Held-to-maturity securities		1,831,000
Available-for-sale securities		21,039,000
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices		1,965,000
Securities purchased under agreements to resell		379,000
Loans and lease financing receivables:
Loans and leases held for sale		35,000
Loans and leases, net of unearned income		31,461,000
LESS: Allowance for loan and lease losses		579,000
Loans and leases, net of unearned income and allowance		30,882,000
Trading Assets		4,656,000
Premises and fixed assets (including capitalized leases)		832,000
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		269,000
Customers’ liability to this bank on acceptances outstanding		54,000
Intangible assets:
Goodwill		2,042,000
Other intangible assets		740,000

Other assets		5,867,000
Total assets	$	80,116,000
LIABILITIES
Deposits:
In domestic offices	$	34,241,000
Noninterest-bearing		15,330,000
Interest-bearing		18,911,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		25,464,000
Noninterest-bearing		548,000
Interest-bearing		24,916,000
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices		735,000
Securities sold under agreements to repurchase		121,000
Trading liabilities		2,780,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		1,560,000
Not applicable
Bank’s liability on acceptances executed and outstanding		55,000
Subordinated notes and debentures		1,440,000
Other liabilities		5,803,000
Total liabilities	$	72,199,000
Minority interest in consolidated subsidiaries		141,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		2,088,000
Retained earnings		4,643,000
Accumulated other comprehensive income		-90,000
Other equity capital components		0
Total equity capital		7,776,000
Total liabilities, minority interest, and equity capital	$	80,116,000

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,

Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi Gerald L. Hassell Alan R. Griffith Directors

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 “ORIGINAL NOTES”)

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON                     , 2005, 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: The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street—7 East New York, N.Y. 10286 Attn: [                    ] By Hand or Overnight Delivery Service: The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street—7 East New York, N.Y. 10286 Attn: [                    ]

By Facsimile Transmission:

[(212) 298-1915]

(Telephone Confirmation)

[(212) 815-3738]

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 Original 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 Original Notes either if certificates are to be forwarded herewith or if a tender of certificates for Original 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 Original Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Original 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 Original 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 Original Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of Original Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF ORIGINAL NOTES
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	1 Certificate Number(s)*	2 Aggregate Principal Amount of Original Note(s)	3 Principal Amount Tendered**
	Total

* Need not be completed if Original 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 Original Notes represented by the Original Notes indicated in column 2. See Instruction 2. Original Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

START HERE

¨ CHECK HERE IF TENDERED ORIGINAL 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:                                            

¨ CHECK HERE IF TENDERED ORIGINAL 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):                                                                                                                                                   

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:                                               

¨ 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:                                                                                                                                                                                                  

2

Ladies and Gentlemen:

The undersigned hereby tenders to DynCorp International LLC and DIV Capital Corporation (the “Issuers”), the aggregate principal amount of Original Notes indicated in this Letter of Transmittal, upon the terms and subject to the conditions set forth in the Issuers’ Prospectus dated [            ], 2005 (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 $320,000,000 aggregate principal amount was issued on February 11, 2005 and outstanding on the date of the Prospectus (the “Original 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 Original 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 Original 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 Original Notes, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to:

(a) deliver such Original Notes in registered certificated form, or transfer ownership of such Original 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 Original 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 Original 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 Original Notes tendered hereby and, in such event, the Original Notes not exchanged will be returned to the undersigned.

By tendering, each holder of the Original Notes who wishes to exchange Original Notes for New Notes in the Exchange Offer represents and acknowledges, for the holder and for each beneficial owner of such Original 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 Original Notes, including a broker-dealer that acquired Original 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 Original Notes; and (v) if the holder is a broker-dealer that will receive New Notes for the holder’s own account in exchange for Original Notes, the Original Notes to be so exchanged were acquired by the holder as a result of market-making or other trading activities and the holder must deliver a prospectus meeting the requirements of

3

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. The undersigned has read and agrees to all of the terms of the Exchange Offer.

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, will be used by a Participating Broker-Dealer (as defined below) in connection with resales of New Notes received in exchange for Original Notes, where such Original 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 Original Notes for its own account as a result of market-making or other trading activities (a “Participating Broker-Dealer”), by tendering such Original 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 Original 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 Original 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 Original Notes for any Original Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Original 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 Original Notes for any Original Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Original Notes.”

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

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL 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.

4

SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 3 AND 4) To be completed ONLY if certificates for Original 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 Original 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 Original 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) ¨  Credit unexchanged Original 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 Original 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 Original Notes” on this Letter of Transmittal. Mail: New Notes and/or Original Notes to: Name(s):                                                                                    (PLEASE TYPE OR PRINT) (PLEASE TYPE OR PRINT) Address:                                                                                     (ZIP CODE)

5

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                                                   , 2005

Area Code and Telephone Number:                                                                                                                                              

If a holder is tendering any Original 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 Original 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:                     , 2005

6

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 Original 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 Original 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. Original Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof.

Holders of Original Notes whose certificates for Original 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 Original 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 Original Notes, the certificate number or numbers of such Original Notes and the amount of Original 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 Original 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 Original 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 ORIGINAL 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 ORIGINAL 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 ORIGINAL NOTES WHO TENDER BY BOOK-ENTRY TRANSFER); WITHDRAWAL RIGHTS.

Tenders of Original Notes will be accepted only in the principal amount of $1,000 and integral multiples thereof. If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Original Notes to be tendered in the box

7

above entitled “Description of Original Notes—Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Original 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 ORIGINAL NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

Except as otherwise provided herein, tenders of Original 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 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 Original Notes to be withdrawn, the aggregate principal amount of Original Notes to be withdrawn and (if certificates for such Original Notes have been tendered) the name of the registered holder of the Original Notes as set forth on the certificate for the Original Notes, if different from that of the person who tendered such Original Notes. If certificates for the Original Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such certificates for the Original Notes, the tendering holder must submit the serial numbers shown on the particular certificates for the Original Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Original Notes tendered for the account of an Eligible Institution. If Original 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 Original 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 Original Notes may not be rescinded. Original 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 Original Notes so withdrawn are validly retendered. Properly withdrawn Original 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 Original 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 Original 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 Original Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal.

If any tendered Original 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 Original Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however,

8

the New Notes are to be issued, or any untendered Original 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.

ENDORSEMENTS ON CERTIFICATES FOR ORIGINAL 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 ORIGINAL NOTES ARE TENDERED: (i) BY A REGISTERED HOLDER OF ORIGINAL 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 ORIGINAL NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED “SPECIAL ISSUANCE INSTRUCTIONS” OR “SPECIAL DELIVERY INSTRUCTIONS” ON THIS LETTER OR (ii) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

Tendering holders of Original 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 Original 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 Original Notes tendering Original Notes by book-entry transfer may request that Original 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 Original 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 Original 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

9

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 Original Notes. If the Original 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, 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 Original Notes to them or their order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Original 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 Original Notes tendered hereby, or if tendered Original 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 Original 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 ORIGINAL 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 Original 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 Original Notes of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders.

10

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 Original 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 Original 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 Original Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.

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

Any holder whose Original 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.

11

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 social security card. 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 social security card on the “Name” line. You may enter your business, trade, or “doing business as (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.socialsecurity.gov/online/ss-5.pdf. 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 ID Numbers under Related Topics. 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. Writing “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Part Il—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.

12

What Name and Number To Give the Exchange Agent

	For this type of account:	Give name 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 account1
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner1
5.	Sole proprietorship	The owner3

	For this type of account:	Give name and EIN of:
6.	Sole proprietorship	The owner3
7.	A valid trust, estate, or pension trust	Legal entity4
8.	Corporate	The corporation
9.	Association, club, religious charitable, educational, or other tax-exempt organization	The organization
10.	Partnership	The partnership
11.	A broker or registered nominee	The broker or nominee

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).

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.

13

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)	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.	Part III: Awaiting TIN  ¨
	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                                 , 2005

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                                 , 2005

14

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY FOR

TENDER OF 9.50% SENIOR SUBORDINATED NOTES

DUE 2013, SERIES A OF DYNCORP INTERNATIONAL LLC

AND DIV CAPITAL CORPORATION

The form or one substantially equivalent hereto must be used to accept the Exchange Offer of DynCorp International LLC and DIV Capital Corporation (the “Issuers”), made pursuant to the Prospectus, dated [                    ], 2005 (the “Prospectus”), if certificates for the outstanding 9.50% Senior Subordinated Notes Due 2013, Series A of the Issuers (the “Original Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach The Bank of New York (the “Exchange Agent”) on or prior to 12:00 midnight, New York City time, on the Expiration date of the Exchange Offer. This Notice of Guaranteed Delivery may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. See the sections entitled “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus. Capitalized terms used herein but not defined herein have the respective meanings given to them in the Prospectus.

Delivery to:

The Bank of New York, Exchange Agent

For information by Telephone:

[(212) 815-3738]

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

By Facsimile Transmission:

[(212) 298-1915]

(Telephone Confirmation)

[(212) 815-3738]

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

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the related Letter of Transmittal, the undersigned hereby tenders to the Issuers the principal amount of Original Notes set forth below, pursuant to the guaranteed delivery procedures described in the Prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures.”

Aggregate Principal Amount	Name(s) of Registered Holder(s):
Principal Amount of Original Notes Tendered:*
Certificate Nos. (if available)

$
If Original Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number. Total Principal Amount Represented by Original Notes Certificate(s):
$		Account Number
*	Must be in denominations of principal amount of $1,000 and any integral multiple thereof. ANY AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED, AND EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.
PLEASE SIGN HERE**
X
X
	Signature(s) of Owner(s) or Authorized Signatory	Date
Area Code and Telephone Number:

**     Must be signed by the holder(s) of Original Notes as their name(s) appear(s) on certificates for Original Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement of documents transmitted with this Notice of Guaranteed Delivery. If signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):

Capacity:

Address(es):

GUARANTEE (Not to be used for signature guarantee) The undersigned, a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees that the certificates representing the principal amount of Original Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Original Notes into the Exchange Agent’s account at the Depository Trust Company pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures,” together with one or more properly completed and duly executed Letter(s) of Transmittal (or a manually signed facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three business days after the date of execution hereof. The undersigned acknowledges that it must deliver the Letter of Transmittal (and any other required documents) and the Original Notes tendered hereby to the Exchange Agent within the time set forth above and that failure to do so could result in financial loss to the undersigned.
Name of Firm	Authorized Signature
Address	Title
Zip Code	(Please Type or Print)
Area Code and Tel. No.	Dated:

NOTE: DO NOT SEND CERTIFICATES FOR ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

CORRESP

(212) 756-2153 edward.schauder@srz.com

COVER

DYNCORP INTERNATIONAL LLC

DIV CAPITAL CORPORATION

8445 Freeport Parkway

Suite 400

Irving, TX 75063

September 27, 2005

VIA EDGAR

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: DynCorp International LLC and DIV Capital Corporation

Dear Sirs:

DynCorp International LLC (the “Company”) and DIV Capital Corporation (“DIV” and together with the Company, collectively, the “Issuers”) are filing today a registration statement on Form S-4 (the “Registration Statement”). Terms used herein and not defined herein shall have the meanings assigned to them in the Registration Statement. The Issuers are registering the offer to exchange their 9.50% Senior Subordinated Notes due 2013, Series B (“New Notes”) for any or all outstanding 9.50% Senior Subordinated Notes due 2013, Series A (“Original Notes”) of the Issuers (the “Exchange Offer”) in reliance on the position of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) (the “Exxon Capital Letter”) and other interpretative letters to similar effect.

The Issuers will make each person participating in the Exchange Offer aware that if such person is a broker-dealer holding Original Notes acquired for its own account as a result of market-making activities or other trading activities and receives New Notes in exchange for such Original Notes pursuant to the Exchange Offer, such broker-dealer may be a statutory “underwriter” and must deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with any resale of such New Notes. By reason of such acknowledgment and prospectus delivery, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The Prospectus included in the Registration Statement, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received for such Original Notes where such Original Notes were acquired in the manner described above.

The Issuers have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the

Securities and Exchange Commission

September 27, 2005

Page 2

Issuers’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. In this regard, the Issuers will make each person participating in the Exchange Offer aware that if such person is participating in the Exchange Offer for the purpose of distributing the New Notes to be acquired in the Exchange Offer, such person (i) could not rely on the Staff position enunciated in the Exxon Capital Letter or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Issuers acknowledge that such a secondary resale transaction by such persons participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

The Issuers will include in the Letter of Transmittal to be executed by each person participating in the Exchange Offer a representation to the effect that, by accepting the Exchange Offer, such person represents to the Issuers that it is not engaged in, and does not intend to engage in, a distribution of the New Notes (other than any broker-dealer, who shall represent that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of New Notes received in the Exchange Offer).

DYNCORP INTERNATIONAL LLC

By: /s/ Stephen J. Cannon                                         

Name: Stephen J. Cannon

Title:   President & Chief Executive Officer

DIV CAPITAL CORPORATION

By: /s/ Stephen J. Cannon                                        

Name: Stephen J. Cannon

Title:   President & Chief Executive Officer