10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission File Number: 333-173746

DELTA TUCKER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-2525959
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1700 Old Meadow Road, McLean, Virginia 22102

(571) 722-0210

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act. Yes o No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  þNo  o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes o No  þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  þ No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  oNo  þ

As of March 31, 2015 the registrant had 100 shares of its common stock outstanding.

DELTA TUCKER HOLDINGS, INC.

TABLE OF CONTENTS

PART I.		Page
Item 1.	Business	4
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	22
Item 2.	Properties	23
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosures	23
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
Item 6.	Selected Financial Data	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 8.	Financial Statements and Supplementary Data	48
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	100
Item 9A.	Controls and Procedures	100
Item 9B.	Other Information	101
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	101
Item 11.	Executive Compensation	106
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	121
Item 13.	Certain Relationships and Related Transactions and Director Independence	122
Item 14.	Principal Accountant Fees and Services	123
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	124

1

Forward-Looking Statements

This Annual Report on Form 10-K contains various forward-looking statements regarding future events and our future results that are subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995 under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). Without limiting the foregoing, the words "believes," "thinks," "anticipates," "plans," "expects" and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties. Statements regarding the amount of our backlog and estimated total contract values are other examples of forward-looking statements. We caution that these statements are further qualified by important economic, competitive, governmental, international and technological factors that could cause our business, strategy, projections or actual results or events to differ materially, or otherwise, from those in the forward-looking statements. These factors, risks and uncertainties include, among others, the following:

• the future impact of mergers, acquisitions, divestitures, joint ventures or teaming agreements;

• our substantial level of indebtedness, our ability to refinance or amend the terms of that indebtedness, and changes in availability of capital and cost of capital;

• the outcome of any material litigation, government investigation, audit or other regulatory matters;

• restatement of our financial statements causing credit ratings to be downgraded or covenant violations under our debt agreements;

• policy and/or spending changes implemented by the Obama Administration, any subsequent administration or Congress, including any further changes to the sequestration that the United States ("U.S.") Department of Defense ("DoD") is currently operating under;

• termination or modification of key U.S. government or commercial contracts, including subcontracts;

• changes in the demand for services that we provide or work awarded under our contracts, including without limitation, the International Narcotics and Law ("INL") Enforcement, Contract Field Teams ("CFT") and Logistics Civil Augmentation Program ("LOGCAP IV") contracts;

• changes in the demand for services provided by our joint venture partners;

• changes due to pursuit of new commercial business in the U.S. and abroad;

• activities of competitors and the outcome of bid protests;

• changes in significant operating expenses;

• impact of lower than expected win rates for new business;

• general political, economic, regulatory and business conditions in the U.S. or in other countries in which we operate;

• acts of war or terrorist activities, including cyber security threats;

• variations in performance of financial markets;

• the inherent difficulties of estimating future contract revenue and changes in anticipated revenue from indefinite delivery, indefinite quantity ("IDIQ") contracts and indefinite quantity contracts ("IQC");

• the timing or magnitude of any award fee granted under our government contracts;

• changes in expected percentages of future revenue represented by fixed-price and time-and-materials contracts, including increased competition with respect to task orders subject to such contracts;

• decline in the estimated fair value of a reporting unit resulting in a goodwill impairment and a related non-cash impairment charged against earnings;

• changes in underlying assumptions, circumstances or estimates may have a material adverse effect upon the profitability of one or more contracts and our performance;

• changes in our tax provisions or exposure to additional income tax liabilities that could affect our profitability and cash flows;

• uncertainty created by management turnover;

• termination or modification of key subcontractor performance or delivery;

• the ability to receive timely payments from prime contractors where we act as a subcontractor; and

• statements covering our business strategy, those described in "Item 1A. Risk Factors" of this Annual Report on Form 10-K and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission ("SEC").

Accordingly, such forward-looking statements do not purport to be predictions of future events or circumstances and therefore, there can be no assurance that any forward-looking statements contained herein will prove to be accurate. We assume no obligation to update the forward-looking statements.

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Fiscal Year     

The Company's quarterly period ends on the last Friday of the calendar quarter, except for the fourth quarter of the fiscal year, which ends on December 31. This Annual Report on Form 10-K reflects the consolidated financial results of the Company for the years ended December 31, 2014, December 31, 2013 and December 31, 2012. Select financial data has been provided for the period from April 1, 2010 (inception) through December 31, 2010 ("Inception Year"). We refer to the Inception Year period as "calendar year 2010" in this Annual Report on Form 10-K. Delta Tucker Holdings, Inc. was formed for the purpose of acquiring DynCorp International Inc. ("DynCorp International") and had immaterial assets and virtually no operations, except for costs associated with acquiring DynCorp International, prior to the merger on July 7, 2010. DynCorp International’s historical fiscal year presentation was comprised of twelve consecutive fiscal months ended on the Friday closest to March 31 of each year. DynCorp International’s last completed fiscal year, prior to the merger on July 7, 2010, ended on April 2, 2010 (“fiscal year 2010”). The three month period ended July 2, 2010, which was the last quarter completed prior to the merger on July 7, 2010, is referred to as the “fiscal quarter ended July 2, 2010”. DynCorp International changed its fiscal year-end at the time of the merger to coincide with that of Delta Tucker Holdings, Inc. For clarity, we refer to these fiscal periods of DynCorp International that ended prior to the merger as those of the “Predecessor.”

Included in this Annual Report on Form 10-K are our audited consolidated statements of operations and the related statements of equity (deficit) and cash flows for the years ended December 31, 2014, December 31, 2013 and December 31, 2012. The audited consolidated balance sheets are included for the periods as of December 31, 2014 and December 31, 2013.

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PART I

ITEM 1. BUSINESS.

Unless the context otherwise indicates, references herein to "we," "our," "us," or "the Company" refer to Delta Tucker Holdings, Inc. and its consolidated subsidiaries. The Company was incorporated in the state of Delaware on April 1, 2010. On July 7, 2010, DynCorp International completed a merger with Delta Tucker Sub, Inc., a wholly owned subsidiary of the Company. Pursuant to the Agreement and Plan of Merger dated as of April 11, 2010, Delta Tucker Sub, Inc. merged with and into DynCorp International, with DynCorp International becoming the surviving corporation and a wholly-owned subsidiary of the Company (the "Merger").

The Delta Tucker Holdings, Inc. consolidated financial statements, included elsewhere in this Annual Report on Form 10-K, have been prepared pursuant to accounting principles generally accepted in the United States of America ("GAAP").

Overview

We are a leading global services provider offering unique, tailored solutions for an ever-changing world. Built on more than six decades of experience as a trusted partner to commercial, government and military customers, we provide sophisticated aviation solutions, law enforcement training and support, base and logistics operations, intelligence training, rule of law development, construction management, international development, ground vehicle support, counter-narcotics aviation, platform services and operations and linguist services. Through our predecessor companies, we have provided essential services to numerous U.S. government departments and agencies since 1951.

Our customers include the U.S. Department of Defense ("DoD"), the U.S. Department of State ("DoS"), the U.S. Agency for International Development ("USAID"), foreign governments, commercial customers and certain other U.S. federal, state and local government departments and agencies. Revenue from the U.S. government accounted for approximately 94%, 96% and 97% of total revenue for the years ended December 31, 2014, December 31, 2013, and December 31, 2012, respectively. Our contracts’ revenue and percentage of total revenue from the U.S. government may fluctuate from year to year. These fluctuations can be due to contract length or contract structure, such as with IDIQ type contracts. IDIQ type contracts are often awarded to multiple contractors and provide the opportunity for awarded contractors to bid on task orders issued under the contract.

Contract Types

Our contracts typically have a term of three to ten years consisting of a base period with multiple option periods. 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 revenue through increases in program scope beyond that of the original contract. These contract modifications typically consist of "over and above" requests derived from changes in customer requirements. The U.S. 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 U.S. government contract, the contract is re-competed to the extent the service is still required.

Our contracts with the U.S. government or the government’s prime contractor (to the extent that we are a subcontractor) generally contain standard, unilateral provisions under which the customer may terminate for convenience or default. U.S. government contracts generally also contain provisions that allow the U.S. government to unilaterally suspend us from obtaining new contracts and reduce the value of existing contract spend, pending the resolution of alleged violations of laws or regulations.

Most of our contracts are to provide services, rather than products, to our customers, resulting in the majority of costs being labor related. For this reason, we staff flexibly for each contract. If we lose a contract, we terminate or reassign the employees associated with the contract, hence cutting direct cost and overhead. Generally, elimination of employees would not generate significant separation costs other than those that would be incurred in the normal course of business and would generally be recoverable under applicable contract terms.

The types of services we perform also support our scalability as our primary capital requirements are working capital, which are variable with our overall revenue stream. The nature of our contracts does not generally require investments in fixed assets, and we do not have significant fixed asset investments tied to a single contract upon which our business materially depends. Additionally, our contract mix gives us a degree of flexibility to deploy assets purchased for certain programs to other programs in cases where the scope of our deliverables changes.

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

• Fixed-Price Type Contracts: In a fixed-price contract, the price is generally not subject to adjustment based on costs incurred, which can favorably or adversely impact our profitability depending upon our execution in performing the contracted service. Our fixed-price contracts may include firm fixed-price, fixed-price with economic adjustment, and fixed-price incentive elements.

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• Time-and-Materials Type Contracts: Time-and-materials type contracts provide for acquiring supplies or services on the basis of direct labor hours at fixed hourly/daily rates plus materials at cost.

• Cost-Reimbursement Type Contracts: Cost-reimbursement type contracts provide for payment of allowable incurred costs, to the extent prescribed in the contract, plus a fixed-fee, award-fee, incentive-fee or a combination thereof. Award-fees or incentive-fees are generally based upon various objective and subjective criteria, such as aircraft mission capability rates and meeting cost targets. Award and incentive fees are excluded from estimated total contract revenue until a reasonably determinable estimate of award and incentive fees can be made.

A single contract may be performed under one or more of the contracts types discussed above. Any of these three types of contracts may be executed under an IDIQ contract, which are often awarded to multiple contractors. An IDIQ contract does not represent a firm order for services. Our CFT and LOGCAP IV programs are two examples of IDIQ contracts. When a customer wishes to order services under an IDIQ contract, the customer issues a task order request for proposal to the contractor awardees. The contract awardees then submit proposals to the customer and task orders are typically awarded under a best-value approach. However, many IDIQ contracts permit the customer to direct work to a particular contractor.

Our historical contract mix by type, as a percentage of revenue, is indicated in the table below.

	Delta Tucker Holdings, Inc.
	For the years ended
Contract Type	December 31, 2014		December 31, 2013		December 31, 2012
Fixed-Price	26	%	23	%	19	%
Time-and-Materials	12	%	10	%	10	%
Cost-Reimbursement	62	%	67	%	71	%
Totals	100	%	100	%	100	%

Cost-reimbursement type contracts typically perform at lower margins than other contract types but carry lower risk of loss. We anticipate cost-reimbursable type contracts will continue to represent a large portion of our business for calendar year 2015.

Under many of our contracts, we may rely on subcontractors to perform all or a portion of the services we are obligated to provide to our customers. We use subcontractors primarily for specialized, technical labor and certain functions such as construction and catering. We often enter into subcontract arrangements in order to meet government requirements that certain categories of services be awarded to small businesses.

Operating and Reportable Segments

In August 2014, we amended our operating structure by realigning our DynGlobal segment to a business development organization focused on achieving our global growth objectives. DynGlobal will continue as a brand and an initiative to pursue international and commercial business. As a result, DynGlobal resources were redeployed into business development efforts for our two remaining operating and reporting segments, DynAviation and DynLogistics. This helps to identify our highest priority opportunities and work to capture those opportunities for operational execution by the two remaining segments. The DynAviation and DynLogistics segments will continue to operate principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations (“FAR”), Cost Accounting Standards (“CAS”) and audits by various U.S. federal agencies. See Note 11 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of segments.

A description of each of our Reportable Segments is discussed further below.

DynAviation

This segment provides worldwide maintenance of aircraft fleet and ground vehicles, which includes logistics support on aircraft and aerial firefighting services, weapons systems, and related support equipment to the DoD, other U.S. government agencies and direct contracts with foreign governments. This segment also provides foreign assistance programs to help foreign governments improve their ability to develop and implement national strategies and programs to prevent the production, trafficking and abuse of illicit drugs. The INL Air Wing program is one of the most significant programs in the DynAviation segment. The INL Air Wing program supports governments in multiple Latin American countries and provides support and assistance with interdiction services in Afghanistan. This program also provides intra-theater transportation services for DoS personnel throughout Iraq and Afghanistan. In January, 2015 the DoS issued a letter notifying us that our proposal on the recompete related to the INL Air Wing program was outside of the competitive range and would not be considered further for award. We requested and received a pre-award debriefing of the DoS' evaluation. We filed a protest with the U.S. Government Accountability Office ("GAO") to challenge the decision by the DoS. In response to our protest, the DoS notified the GAO that it will take corrective action, which will include a reconsideration of its evaluations of the recompete proposals, and a determination of whether discussions are

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necessary and, if so, it will make a new competitive range decision. The evaluation process is still underway and DoS has yet to award any part of the contract recompete. See Note 3 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

DynLogistics

This segment provides best-value mission readiness to its customers through total support solutions including conventional and contingency logistics, operations and maintenance support, platform modification and upgrades, supply chain management and training, security and full spectrum intelligence mission support services. The LOGCAP IV and War Reserve Materiel ("WRM II") contracts are the most significant contracts within this segment. Under the LOGCAP IV contract which performs under a single IDIQ contract, the U.S. Army contracts for us to perform selected services, operations and maintenance, engineering as well as construction and logistics predominately in the Middle East Theater to augment the U.S. Army, the U.S. Marine Corps and North Atlantic Treaty Organization ("NATO") forces and to release military units from combat service support missions or to fill the U.S. military resource shortfalls. Under the WRM II contract, the U.S. Air Force contracts the Company to perform, out-load, and reconstitute the pre-positioned war reserve materiel in the U.S. Air Force Central Area of Responsibility as well as maintenance services on ground support equipment vehicles.

This segment also provides international policing and police training, immigration support and base operations to a variety of international and national customers. We provide senior advisors and mentors to foreign governmental agencies to provide leadership, operations and training, intelligence, logistics and security capabilities. This includes the services we provide under key contracts such as the Afghanistan Ministry of Defense Program ("AMDP") and the Combined Security Transition Command Afghanistan ("CSTC-A") programs.

DynLogistics supports U.S. foreign policy and international development priorities by assisting in the development of stable and democratic governments, implementing anti-corruption initiatives and aiding the growth of democratic public and civil institutions. This segment also provides base operations support, engineering, supply and logistics, pre-positioned war reserve materials, facilities, marine maintenance services, program management services primarily for ground vehicles and contingency response on a worldwide basis. These services are provided to U.S. government agencies in both domestic and foreign locations, foreign government entities and commercial customers.

Key Contracts

Logistics Civil Augmentation Program IV ("LOGCAP IV"): The LOGCAP IV contract was awarded to us in 2008 and is a part of our DynLogistics segment. We were selected as one of the three prime contractors to provide logistics support under the LOGCAP IV contract. LOGCAP IV is the U.S. Army component of the DoD’s initiative to award contracts to U.S. companies with a broad range of logistics capabilities to support U.S. and allied forces during combat, peacekeeping, humanitarian and training operations. This IDIQ contract has a term of up to ten years. In December 2012, customer negotiations resulted in the elimination of award fee component for option years beginning in 2012 and continuing for the remaining contract periods. The remaining task orders under the LOGCAP IV contract are now either firm fixed price or cost-reimbursable-plus-fixed-fee.

International Narcotics Law Enforcement Air Wing ("INL"): The INL Air Wing program is a part of our DynAviation segment. In May 2005, the DoS awarded this contract in support of the INL program to aid in the eradication of illegal drug operations. This program also provides intra-theater transportation services for DoS personnel throughout Iraq and Afghanistan. The services provided under this contract are fixed-price and cost-reimbursable type services. In January 2015, the DoS issued a letter notifying us that our proposal on the recompete related to the INL contract within the Air Wing reporting unit was outside of the competitive range and would not be considered further for award. We requested and received a pre-award debriefing of the DoS' evaluation. We filed a protest with the GAO to challenge the decision by the DoS. In response to our protest, the DoS notified the GAO that it will take correction action, which will include a reconsideration of its evaluations of the recompete proposals, and a determination of whether discussions are necessary and, if so, it will make a new competitive range decision. The evaluation process is still underway and DoS has yet to award any part of the contract recompete. Pre-award protests occur within our industry frequently and during this process we are committed to continue to support and serve the DoS through our current contract which we believe will be extended during this procurement process.

Afghanistan Ministry of Defense Program ("AMDP"): The AMDP program is a part of the DynLogistics segment and was awarded to us by the DoD in December 2010. The program was established with the goal of assisting the government of the Islamic Republic of Afghanistan to build, develop and sustain an effective and professional law enforcement organization by training and mentoring the Afghans to manage all aspects of their police training program. This program is structured under a cost-reimbursable-plus-fixed-fee type arrangement.

T-6 Contractor Operated and Maintained Base Supply ("T-6 COMBS"): The T-6 COMBS contract with the U.S. Air Force Materiel Command is a part of our DynAviation segment and provides support services for T-6A and T-6B aircraft at ten Air Force and Navy locations throughout the U.S. The majority of our contractual services are fixed-price. The contract began June 1, 2012 and consists of a five month base period and four one-year option years.

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War Reserve Materiel ("WRM II"): The War Reserve Materiel contract is a part of our DynLogistics segment. Through this program, we manage the U.S. Air Force Southwest Asia War Reserve Materiel Pre-positioning program, which includes operations in Oman, Bahrain, Qatar, Kuwait, United Arab Emirates and two locations in the United States (Yorktown, Virginia and Shaw Air Force base, South Carolina). Through this contract, we store, maintain and deploy assets such as tents, generators, vehicles, kitchens and medical supplies to deployed forces in the global war on terror. During Operation Enduring Freedom and Operation Iraqi Freedom, we sent teams into the field to assist in the setup of tent cities prior to the arrival of the deployed forces. The WRM II program continues to partner with the U.S. Central Command Air Force in the development of new and innovative approaches to asset management. Our contract is primarily cost-plus-award fee with a smaller portion of fixed-price services.

Naval Test Wing Patuxent River MD ("Pax River"): The Pax River contract is a part of our DynAviation segment. This contract was awarded in August 2011 to provide organization level maintenance and logistic support on all aircraft and support equipment for which the Naval Test Wing Atlantic has maintenance responsibility. Labor and services will be provided to perform safety studies, off-site aircraft safety and spill containment patrols and aircraft recovery services. The cost-plus-fixed-fee contract has a base year plus four one-year option periods.

Contractor Logistics Support: T-34, T-44, T-6 ("CLS"): The CLS program is part of our DynAviation segment. This contract was awarded in October 2014 to provide maintenance and logistics support to the United States Navy T-34, T-44, and T-6 aircraft programs. The services provided under this contract are fixed-price and cost-reimbursable type services. The contract has a one year base period plus four one-year option periods.

Andrews Air Force Base ("Andrews AFB"): The Andrews AFB program is a part of our DynAviation segment. Under the Andrews AFB contract, we perform aviation maintenance and support services, which include full back shop support, organizational level maintenance, fleet fuel services, launch and recovery, supply and Federal Aviation Administration ("FAA") repair services. Under this program we oversee the management of the U.S. presidential air fleet (other than Air Force One). Our principal customer under this contract is the U.S. Air Force. This contract was entered into in September 2011 with the majority of our contractual services being fixed-price.

Combined Security Transition Command Afghanistan ("CSTC-A"): The CSTC-A program is a part of our DynLogistics segment. This program provides assistance to the CSTC-A and the NATO training mission by providing mentors and trainers to develop the Afghanistan Ministry of Defense ("MOD"). In addition to providing training and mentoring, we also provide subject matter expertise and programmatic support to CSTC-A staff and the Afghanistan MOD. This program supports development of the organizational capacity and capability to assist the Afghanistan MOD and Afghan National Army forces in assuming full responsibility for their own security needs. The services provided under this contract are cost-reimbursable type services.

Sheppard Air Force Base ("Sheppard AFB"): The Sheppard Air Force Base contract is a part of our DynAviation segment. Under this program, we provide aircraft maintenance services for the 80th Flying Training Wing based at Sheppard Air Force Base in Wichita Falls, Texas. This contract has an initial base period of eleven months and six option years. The mission of the Air Education and Training Command’s 80th Flying Training Wing is to provide undergraduate pilot training for the U.S. and North Atlantic Treaty Organization ("NATO") allies in the Euro NATO Joint Jet Pilot Training program. Graduates of this prestigious program are assigned to fighter pilot positions in their respective air forces. The majority of our contractual services are fixed-price.

Estimated Total Contract Value and Certain Other Terms

The estimated total contract value represents amounts expected to be realized from the initial award date to the current contract end date (i.e., revenue recognized to date plus backlog). For the reasons stated under the captions "Risk Factors" and "Business - Key Contracts," the estimated total contract value or ceiling value specified under a government contract or task order is not necessarily indicative of the revenue that we will realize under that contract.

Key Contracts

The following table sets forth certain information for our principal contracts, including the initial start and end dates and the principal customer for each contract as of December 31, 2014:

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Contract	Segment	PrincipalCustomer	Initial/Current Award Date	Current Contract End Date	Estimated Total Contract Value (1)
LOGCAP IV (2)	DynLogistics	U.S. Army	Apr-2008	Apr-2018	$5.41 billion
INL Air Wing	DynAviation	DoS	Jan-2001 / May-2005	Oct-2015	$3.21 billion
AMDP	DynLogistics	DoD	Dec-2010	Apr-2016	$1.77 billion
T-6 COMBS	DynAviation	U.S. Air Force	Jun-2012	Oct-2016	$579 million
War Reserve Materiel	DynLogistics	U.S. Air Force	May-2000 / Jun-2008	Sep-2016	$559 million
Pax River	DynAviation	U.S. Navy	Jul-2011 / Aug-2011	Jul-2016	$497 million
CLS	DynAviation	U.S. Navy	Nov-2014	Dec-2019	$443 million
Andrews AFB	DynAviation	U.S. Air Force	Sep-2011	Dec-2018	$436 million
CSTC-A	DynLogistics	U.S. Army	Mar-2010	Apr-2016	$370 million
Sheppard AFB	DynAviation	U.S. Air Force	Sep-2009	Sep-2016	$276 million

(1) Estimated total contract value represents the initial start and end date of the contracts presented and is not necessarily representative of the amount of work we will actually be awarded under the contract. Contract value can grow over time based on IDIQ task orders and/or contract extensions.

(2) LOGCAP IV has a $5 billion ceiling per year per contractor over 10 years.

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. Most activities in which we engage are highly competitive and require that we have highly skilled and experienced technical personnel to compete. Some of our competitors may possess greater financial and other resources or may be better positioned to compete for certain contract opportunities. We believe that our principal competitors include Civilian Police International, Science Applications International Corporation, Exelis, Inc., KBR, Inc., IAP Worldwide Services, ACADEMI, Triple Canopy Inc., Fluor Corporation, Lockheed Martin Corporation, AECOM Technology Corporation, United Technologies Corporation, L-3 Communications Holdings, Inc., Aerospace Industrial Development Corporation, Al Salam Aircraft Company Ltd., Mission Essential Personnel, Northrop Grumman Corporation, Computer Sciences Corporation, Lear Siegler, AAR Corp and Serco Group plc. We believe that the primary competitive factors for our services include reputation, technical skills, past contract performance, experience in the industry, cost competitiveness and customer relationships.

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. Our backlog consists of funded and unfunded amounts under contracts. Funded backlog is equal to the amounts actually appropriated by a customer for payment of goods and services less actual revenue recognized as of the measurement date under that appropriation. Unfunded backlog is the actual dollar value of unexercised, priced contract options and the unfunded portion of exercised contract options. These priced options may or may not be exercised at the sole discretion of the customer.

Firm funding for our contracts is usually made for one year at a time, with the remainder of the contract period consisting of a series of one-year options. As is the case with the base period of our U.S. government contracts, option periods are subject to the availability of funding for contract performance. Most of our U.S. government contracts allow the customer the option to extend the period of performance of a contract for a period of one or more years.

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

	December 31, 2014
(Amounts in millions)	DynAviation (1)		DynLogistics (1)		Total
Funded backlog	$	725	$	446	$	1,171
Unfunded backlog	1,561		599		2,160
Total backlog	$	2,286	$	1,045	$	3,331
	December 31, 2013
(Amounts in millions)	DynAviation (1)		DynLogistics (1)		Total
Funded backlog	$	564	$	977	$	1,541
Unfunded backlog	1,761		678		2,439
Total backlog	$	2,325	$	1,655	$	3,980

(1) DynGlobal backlog for the years ended December 31, 2014 and December 31, 2013 is included within DynAviation and DynLogistics due to the amended organizational structure. See Note 3 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of our organizational structure.

Regulatory Matters

Contracts with the U.S. government are subject to a multitude of regulatory requirements, including but not limited to the Federal Acquisition Regulation ("FAR") and the Defense Federal Acquisition Regulation Supplement ("DFARS"), which set forth policies, procedures and requirements for the acquisition of goods and services by the U.S. Government. Under U.S. Government regulations certain costs, including certain financing 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 to U.S. Government contracts.

Our international operations and investments are subject to U.S. Government laws, regulations and policies, including the International Traffic in Arms Regulations, the Export Administration Act, the Foreign Corrupt Practices Act, the False Claims Act and other export laws and regulations. We must also comply with foreign government laws, regulations and procurement policies and practices, which may differ from U.S. Government regulation, including import-export control, investments, exchange controls, repatriation of earnings, the UK Bribery Act and requirements to expend a portion of program funds in-country. In addition, embargoes, international hostilities and changes in currency values can also impact our international operations.

Our U.S. 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 our costs incurred on the contract, including 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 and FAR. The U.S. 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 $700,000, to determine if the cost proposed and negotiated was accurate, current and complete as of the time of negotiations.

The Defense Contract Audit Agency ("DCAA") performs these audits on behalf of the U.S. Government. The DCAA also reviews and opines on the adequacy of, and our compliance with, our internal control systems and policies, including Accounting, Purchasing, Property, Estimating, Earned Value Management and Material Management Systems. The DCAA has the right to perform audits on our incurred costs on all flexibly priced contracts on an annual basis. We have DCAA auditors on-site to monitor our billing and back office operations. An adverse finding under a DCAA audit could result in a recommendation of disallowed costs under a U.S. Government contract, termination of U.S. Government contracts, forfeiture of profits, a withhold of payments, fines, suspension or prohibition from doing business with the U.S. Government. In the event that an audit by the DCAA recommends 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 annual incurred costs claims can take many years. All of our incurred costs claims for U.S. Government contracts completed through fiscal year 2008 have been audited by the DCAA and negotiated by the Defense Contract Management Agency ("DCMA"). Incurred cost claim audits for subsequent periods are ongoing. See "Risk Factors - A negative audit or other actions by the U.S. government could adversely affect our operating performance."

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At any given time, many of our contracts are under review by the DCAA 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.

Over the last few years, U.S. Government contractors, including our Company, have seen a trend of increased oversight by the DCAA and other U.S. Government agencies. If any of our internal control systems are determined to be non-compliant or inadequate, payments may be suspended under our contracts or we may be subjected to increased government oversight that could delay or adversely affect our ability to invoice and receive timely payment on our contracts, perform contracts or compete for contracts with the U.S. Government.

Sales and Marketing

We provide our service solutions to a wide array of customers which include multiple departments and agencies within the U.S. government, select international customers and commercial customers. We also provide our services to other prime contractors who have contracts with the U.S. government and other international customers where our capabilities help to deliver comprehensive solutions. We position our business development and marketing professionals to cover key accounts such as the DoS and the DoD, as well as other international and commercial market segments which hold the most promise for aggressive growth and profitability.

We participate in national and international tradeshows, particularly as they apply to aviation services, logistics, contingency support, defense, diplomacy and development markets. We are also an active member in several organizations related to services contracting, such as the Professional Services Council.

As a global service solutions provider, we have unique experience and capability in providing value-added and full spectrum services to government agencies and selected partners worldwide.

Our business development and marketing professionals maintain close relationships with all existing customers while continuing to aggressively pursue adjacent markets to maximize growth opportunities.

Intellectual Property

We hold an exclusive, perpetual, irrevocable, worldwide, royalty-free and fully paid license to use the "Dyn International" and "DynCorp International" names in connection with aviation services, security services, technical services and marine services. We also own various licenses for names associated with Phoenix, Casals and Heliworks. Additionally, we own various registered domain names, patents, trademarks and copyrights. Since most of our business involves providing services to government entities, our operations generally are not substantially dependent upon obtaining and/or maintaining copyright, patents, or trademark protections, although our operations make use of such protections and benefit from them.

Environmental Matters

Our operations include the use, generation and disposal of petroleum products and other hazardous materials, including services such as painting aircraft and handling substances that may qualify as hazardous waste, such as used batteries and petroleum products. We are subject to various U.S. federal, state, local and foreign laws and regulations by which we must abide. These regulations relate 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 and healthy workplace for our employees, contractors and visitors. We have written procedures in place and believe we have been and are in substantial compliance with environmental laws and regulations, and 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.

Employees

As of December 31, 2014, we had approximately 13,700 personnel located in approximately 36 countries in which we have operations, of which approximately 7,800 are employees of our affiliates. Employees represented by labor unions totaled approximately 2,200. We believe the working relations with our employees and our unions are in good standing.

ITEM 1A. RISK FACTORS.

The risks described below should be carefully considered, together with all of the other information contained in this Annual Report on Form 10-K, including Part II - Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations. Any of the following risks could materially and adversely affect our financial condition, results of operations or cash flows.

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

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Our revenue is predominantly from contracts and subcontracts with the U.S. government and its agencies, primarily the DoD and the DoS. The remainder of our revenue is derived from commercial contracts and contracts with foreign governments. We expect that U.S. government contracts, particularly with the DoD and the DoS, will continue to be our primary source of revenue for the foreseeable future. The 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 DoD and the DoS. Changes in U.S. government spending could directly affect our operating performance and lead to an unexpected loss of revenue. The loss or significant reduction in government funding of a large program in which we participate could also result in a material decrease to our future projections of revenue, earnings and cash flows. U.S. government contracts are also conditioned upon the continuing approval by Congress of the amount of necessary spending. Congress usually appropriates funds for a given program on a September 30 fiscal year basis, even though contract periods of performance may extend over many years. Consequently, at the beginning of a major program, the contract is usually partially funded, and additional monies are normally committed to the contract by the procuring agency only as appropriations are made by Congress for future fiscal years. Among the factors that could impact U.S. government spending and reduce our U.S. government contracting business include:

• policy and/or spending changes implemented by the Obama administration, any subsequent administration or Congress;

• continued budget reductions in military spending imposed by Congress including sequestration;

• a continual decline in, or reapportioning of, spending by the U.S. government, in general, or by the DoD or the DoS, in particular;

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

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

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

• curtailment of the U.S. government's outsourcing of services to private contractors including the expansion of insourcing; changes in the political climate, including with regard to the funding or operation of the services we provide; and

• general economic conditions, including the continual slowdown in the economy or unstable economic conditions in the United States or in the countries in which we operate.

These or other factors could cause U.S. government agencies to reduce their purchases under our contracts, to exercise their right to terminate our contracts in whole or in part, to issue temporary stop-work orders or to decline to exercise options to renew our contracts. The loss or significant curtailment of our material government contracts, or our failure to renew existing contracts or enter into new contracts, could adversely affect our operating performance and lead to an unexpected loss of revenue. Additionally, our ability to receive timely payments from prime contractors where we act as a subcontractor could affect our operating performance.

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 an unexpected loss of revenue and a reduction in backlog.

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;

• exercise their option periods and extend contracts that have unfavorable terms for us;

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

• audit our contract-related costs and fees; and

• suspend us from receiving new contracts, pending the 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 could expose us to liability and adversely affect our operating performance and lead to an unexpected loss of revenue.

The nature of our business sometimes requires us to begin new work or extend work under an existing contract at the request of our customer before a formal contract or contract modification has been executed. It is common for our customers to issue change orders or modifications on our contingency operations based contracts because of the dynamic nature of the work performed on these contracts. These change orders or modifications can be more at risk for disagreements or delays that may lead to claims being filed as they take longer to definitize by their very nature. In such situations, we have a long history of successfully obtaining a formal contract or contract modification from our customer; however, work performed in such situations involves some risk that we may be unsuccessful in reaching a final agreement with our customer. In the event we are unsuccessful in reaching an agreement with our customer, we may be required to submit a request for equitable adjustment or a formal claim. These processes can take

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substantial time and may ultimately be unsuccessful in allowing us to bill and collect any associated fees earned on work performed in such situations, including base fees or award fees, which could result in lower revenue and could have a material effect on our financial condition and results of operations.

Our U.S. government contracts typically have an initial term of one year with multiple option periods, exercisable at the discretion of the U.S. government at previously negotiated prices. The U.S. government is not obligated to exercise any option period under a contract. The U.S. government can unilaterally exercise these option periods even if the terms are unfavorable to us. Furthermore, the U.S. government is typically required to recompete all programs and, therefore, may not automatically renew a contract. In addition, at the time of completion of any of our U.S. government contracts, the contract is frequently required to be re-competed if the U.S. 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 revenue and backlog. In addition, if we are unsuccessful in obtaining contract modifications to remove unfavorable terms, the U.S. government could exercise option periods that extend such unfavorable contract terms, which could then result in additional declines in our earnings or contract losses. Any of these occurrences could adversely affect our earnings and have a material effect on our financial condition and results of operations.

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

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

• we may expend substantial funds and time to prepare bids and proposals for contracts that may ultimately be awarded to one of our competitors;

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

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

• if we are not given the opportunity to re-compete for U.S. government contracts previously awarded to us, we may incur expenses to protect such decision and ultimately may not succeed in competing for or winning such contract renewal.

The U.S. government contracts for which we compete typically have multiple option periods, and if we fail to win a contract or a task order, 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 re-competition, it may result in additional costs and expenses and possible loss of revenue, and we will not have an opportunity to compete for these contract opportunities again until such contracts expire.

Because of the nature of our business, it is not unusual for us to lose contracts to competitors or to gain contracts once held by competitors during re-compete periods.

Additionally, some contracts simply end as projects are completed or funding is terminated. We have included our most significant contracts by reportable segment in our key contract table under the heading "Business." Contract end dates are included within the tables to better inform interested parties, security analysts and institutional investors in reviewing the potential impact on our most significant contracts for this risk.

Economic conditions could impact our business.

Our business may be adversely affected by factors in the U.S. and other countries that are beyond our control, such as disruptions in the financial markets or downturns in the economic activity in specific countries or regions, or in the various industries in which we operate. These factors could have an adverse impact in the availability of capital and cost of capital, interest rates, tax rates, or regulations in certain jurisdictions. If for any reason we lose access to our currently available lines of credit, or if we are required to raise additional capital, we may be unable to do so in the current credit and stock market environment, or we may be able to do so only on unfavorable terms. Adverse changes to financial conditions could jeopardize certain counterparty obligations, including those of our insurers and financial institutions.

In particular, if the U.S. government, due to budgetary considerations, fails to sustain the troops in Afghanistan, continues to reduce the DoD Operations and Maintenance budget or reduces funding for DoS initiatives in which we participate, our business,

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financial condition and results of operations could be adversely affected. Appropriations can also be affected by legislation that addresses larger budgetary issues of the U.S. government. The Budget Control Act of 2011 ("BCA") and its sequestration provisions, have been amended and the appropriations forecasted levels for most federal agencies, including the DoD have increased for fiscal years 2014 and 2015, however, much is still unknown for subsequent years. We anticipate the military branches under the DoD will continue to make cuts to meet the fiscal realities.

While there exists potential challenges that could adversely impact our business on a short term basis, we believe the longer term industry trends will result in continued demand in our target markets for the types of services we provide. We believe that our current sources of liquidity will enable us to continue to perform under our existing contracts and further grow our business, though we cannot ensure that will be the case. A credit crisis could adversely affect our ability to obtain additional liquidity or refinance existing indebtedness on acceptable terms or at all, which could adversely affect our business, financial condition and results of operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" for additional discussion regarding liquidity.

Our operations involve considerable risks and hazards. An accident or incident involving our employees or third parties could harm our reputation, affect our ability to compete for business, and if not adequately insured or indemnified, could adversely affect our results of operations and financial condition.

We are exposed to liabilities that arise from 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.

We maintain insurance policies that mitigate risk and potential liabilities related to our operations. 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 adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

Furthermore, 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 the loss of existing and future contracts or make it more difficult to compete effectively for future contracts. This could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

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. Insurgent activities in the areas in which we operate may cause further destabilization in these regions. There can be no assurance that the regions in which we operate will continue to be stable enough to allow us to operate profitably or at all. Insurgents in Iraq and Afghanistan have targeted installations where we have personnel, and these insurgents 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 may be required to increase compensation to our personnel as an incentive to deploy them to these regions. Historically we have been able to recover this added cost under our contracts, but there is no guarantee that future increases, if required, will be able to be transferred to our customers through our contracts. To the extent that we are unable to transfer such increased compensation costs to our customers, our operating margins would be adversely impacted, which could adversely affect our operating performance.

In addition, increased insurgent activities or destabilization, including civil unrest or a civil war in Iraq or Afghanistan, may lead to a determination by the U.S. government to halt or substantially reduce our operations in a particular location, country or region and to perform the services using military personnel. Furthermore, in extreme circumstances, the U.S. government may decide to terminate all or substantially reduce U.S. government activities, including our operations under U.S. government contracts in a particular location, country or region and to withdraw all or a substantial number of military personnel. Congressional pressure to reduce, if not eliminate, the number of U.S. troops in Afghanistan may also lead to U.S. government procurement actions that reduce or terminate the services and support we provide in that theater of conflict. Any of the foregoing could adversely affect our operating performance and may result in additional costs and loss of revenue.

We are exposed to risks associated with operating internationally.

A large portion of our business is conducted internationally. Consequently, we are subject to a variety of risks that are specific to international operations, including the following:

• export controls regulations that could erode profit margins or restrict exports;

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• compliance with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act; and other international anti-corruption laws

• the burden and cost of compliance with foreign laws, treaties and technical standards and changes in those regulations;

• contract award and funding delays;

• potential restrictions on transfers of funds;

• foreign currency fluctuations;

• potential claims filed in foreign courts and judicial systems;

• foreign adjustments associated with uncertain tax benefits;

• import and export duties and value added taxes;

• transportation delays and interruptions;

• uncertainties arising from foreign local business practices and cultural considerations;

• requirements by foreign governments that we locally invest a minimum level as part of our contracts with them, which may not yield any return; and

• potential military conflicts, civil strife and political risks.

We cannot ensure our current adopted measures will reduce the potential impact of losses resulting from the risks of our foreign business.

Our IDIQ contracts are not firm orders for services, and we may never receive revenue from these contracts, which could adversely affect our operating performance.

Many of our government contracts are IDIQ contracts, which are often awarded to multiple contractors. The award of an IDIQ contract does not represent a firm order for services. Generally, under an IDIQ 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 IDIQ contract, the customer develops requirements for task orders that are competitively bid against all of the contract awardees, usually under a best-value approach. However, many contracts also permit the government customer to direct work to a specific contractor. We may not win new task orders under these contracts for various reasons, such as failing to rapidly deploy personnel or high prices, which would have an adverse effect on our operating performance and may result in additional expenses and loss of revenue. There can be no assurance that our existing IDIQ contracts will result in actual revenue during any particular period or at all.

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

Our government contract services have three distinct pricing structures: cost-reimbursement, time-and-materials and fixed-price. With cost-reimbursement contracts, so long as actual costs incurred are within the contract funding and allowable under the terms of the contract, we are entitled to reimbursement of the costs plus a stipulated fixed-fee and, in some cases, an incentive-based award fee. We assume additional financial risk on time-and-materials and fixed-price contracts, because of the stipulated prices or negotiated hourly/daily rates. As such, 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. Also, we assume the risk of damage or loss to government property, and we are responsible for third-party claims under fixed-price contracts. The failure to meet contractually defined performance standards may result in a loss of a particular contract or lower-than-anticipated margins. This could adversely affect our operating performance and may result in additional costs and possible loss of revenue.

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

At any given time, many of our contracts are under review by the DCAA, the DCMA and other government agencies. These agencies review our contract performance, cost structure, and/or compliance with applicable laws, regulations and standards. Such agency audits may include contracts under which we have performed services in Iraq and Afghanistan under especially demanding circumstances.

The government agencies also review the adequacy of, and our compliance with, our internal control systems and policies, including our Accounting, Purchasing, Property, Estimating, Earned Value Management and Material Management System.

Given the continued oversight by the U.S. government, we could be subjected to additional regulatory requirements which could require additional audits at various points within our contracting process. An adverse finding under an audit could result in a recommendation of disallowed costs under a U.S. contract, termination of a U.S. government contract, forfeiture of profits, suspension or a withhold of payments which could negatively impact our liquidity position and affect our ability to invoice and

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receive timely payment on our contracts, perform contracts or compete for contracts with the U.S. government. See Note 8 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We are subject to investigation by government agencies, which could result in our inability to receive government contracts and could adversely affect our future operating performance.

As a U.S. government contractor operating domestically and internationally, we must comply with laws and regulations relating to U.S. government contracting, as well as domestic and international laws. From time to time, we are investigated by government agencies with respect to our compliance with these laws and regulations. If we are found to be in violation of the law, we may be subject to civil or criminal penalties or administrative sanctions, including contract termination, the assessment of penalties and suspension or prohibition from doing business with U.S. government agencies. For example, many of the contracts we perform in the U.S. are subject to the Service Contract Act, which requires hourly employees to be paid certain specified wages and benefits. If the U.S. Department of Labor determines that we violated the Service Contract Act or its implemented regulations, we could be suspended from being awarded new government contracts or renewals of existing contracts for a period of time, which could adversely affect our future operating performance. We are subject to a greater risk of investigations, criminal prosecution, civil fraud, whistleblower lawsuits and other legal actions and liabilities than companies with solely commercial customers. 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 against us. If we were suspended or prohibited from contracting with the U.S. government, or any significant U.S. government agency, if our reputation or relationship with U.S. government agencies was 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 may result in additional expenses and possible loss of revenue.

U.S. government contractors like us that provide support services in theaters of conflict such as Iraq and Afghanistan have come under increased oversight by the agency of inspectors general, government auditors and congressional committees. Investigations pursued by any or all of these groups may result in adverse publicity for us and consequent reputational harm, regardless of the underlying merit of the allegations being investigated. As a matter of general policy, we have cooperated and expect to continue to cooperate with government inquiries of this nature.

Government withholding regulations could adversely affect our operating performance.

The DoD issued the final DFARS rule in 2012 which allows withholding of a percentage of payments when a contractor's business system has one or more significant deficiencies. The DFARS rule applies to Cost Accounting Standards ("CAS") covered contracts that have the DFARS clause in the contract terms and conditions. The final rule represents a significant change in the contracting environment for companies performing work for the DoD. Contracting officers may withhold 5% of contract payments for one or more significant deficiencies in any single contractor business system or up 10% of contract payments for significant deficiencies in multiple contractor business systems. A significant deficiency is defined as a "shortcoming in the system that materially affects the ability of officials of the DoD to rely upon information produced by the system that is needed for management purposes." The final rule was applicable to new DoD contracts awarded after February 2012.

The expiration of our collective bargaining agreements could result in increased operating costs or work disruptions, which could potentially affect our operating performance.

As of December 31, 2014, we had approximately 13,700 personnel, of which approximately 7,800 are employees of our affiliates. Employees represented by labor unions totaled approximately 2,200. As of December 31, 2014, we had approximately 26 collective bargaining agreements with these unions. The length of these agreements varies, with the longest expiring in March 2018. 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 or benefits paid to union members, which could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

Proceedings against us in domestic and foreign courts could result in legal costs and adverse monetary judgments, adversely affecting our operating performance and causing harm to our reputation.

We are involved in various domestic and foreign claims and lawsuits from time to time. In the event that a court decides against us, in these lawsuits, and we are unable to obtain indemnification from the U.S. government, or contributions from the other defendants, we may incur substantial costs, which could have a significant impact on our results of operations. Many uncertainties exist surrounding foreign litigations and claims. We continue to assess such claims as they are made, however, it is not possible to determine the ultimate outcome. An adverse ruling in these cases could also adversely affect our reputation and have a material adverse effect on our ability to win future government contracts.

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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 breach of contract actions, and we bear all costs associated with such litigation and claims. See Note 8 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We are subject to certain U.S. laws and regulations, which are the subject of rigorous enforcement by the U.S. government; our noncompliance with such laws and regulations could adversely affect our future operating performance.

We may be subject to qui tam litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act, which could include claims for treble damages. Government contract violations could result in the imposition of civil and criminal penalties or sanctions, contract termination, forfeiture of profit, and/or suspension of payment, any of which could make us lose our status as an eligible government contractor. We could also suffer serious harm to our reputation. Any interruption or termination of our government contractor status could significantly reduce our future revenue and profits.

To the extent that we export products, technical data and services outside the United States, we are subject to U.S. laws and regulations governing international trade and exports, including but not limited to, the International Traffic in Arms Regulations, the Export Administration Regulations and trade sanctions against embargoed countries, which are administered by the Office of Foreign Assets Control within the Department of the Treasury. Failure to comply with these laws and regulations could result in civil and/or criminal sanctions, including the imposition of fines upon us as well as the denial of export privileges and debarment from participation in U.S. government contracts.

We do business in certain parts of the world that have experienced, or may be susceptible to, governmental corruption. Our corporate policy requires strict compliance with the U.S. Foreign Corrupt Practices Act, UK Bribery Act and with local laws prohibiting payments to government officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment. Improper actions by our employees or agents could subject us to civil or criminal penalties, including substantial monetary fines, as well as disgorgement, and could damage our reputation and, therefore, our ability to do business.

Competition in our industry could limit our ability to attract and retain customers or employees, which could result in a loss of revenue and/or a reduction in margins, which could adversely affect our operating performance.

We compete with various entities across geographic and business lines. Competitors of our operating segments are typically various solution providers that compete in any one of the service areas provided by those business units. Additionally, competitors of our operating segments are typically large defense service contractors that offer services associated with maintenance, training and other activities.

We compete based on a number of factors, including our broad range of services, geographic reach, mobility and response time. Foreign competitors may obtain an advantage over us in competing for U.S. government contracts and attracting employees. We are required by U.S. laws and regulations to remit to the U.S. government statutory payroll withholding amounts for U.S. nationals working on U.S. government contracts while employed by our majority-owned foreign subsidiaries. Foreign competitors may not be similarly obligated by their governments.

Some of our competitors may have greater resources or are otherwise better positioned 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 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 up for re-competition 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.

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 operations. We hire from a limited pool of potential employees as military and law enforcement experience, specialized technical skill sets and security clearances are 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.

We have recently experienced a high level of senior management turnover. If we experience loss of our skilled personnel, including members of senior management, it may have an adverse effect on our operations and/or our operating performance.

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 who are willing to work overseas, frequently in locations experiencing

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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.

We have experienced, and may experience in the future, changes in our management team. We have also taken measures to reduce our cost structure, including the elimination of a number of executive level and other management positions throughout the Company. Our senior management changes, cost containment measures, as well as the potential for additional changes or activities in the future, may result in disruption of our business or our customer relationships, distract our employees, decrease employee morale and result in failure in meeting operational targets due to the loss of employees. These changes could also make it difficult to retain and hire new talent, increase our expenses in terms of severance payments and facility exit costs, both of which could be significant, expose us to increased risk of legal claims by terminated employees, and harm our reputation. If we are unable to mitigate these or other similar risks, our business, results of operations, and financial condition may be adversely affected.

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 significant impact on our ability to win new business and satisfy our existing contractual obligations, which could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

If our subcontractors or joint venture partners fail to perform their contractual obligations, then our performance as the prime contractor 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. These subcontractors generally perform niche or specialty services for which they have more direct experience, such as construction, catering services or specialized technical services. These subcontractors have local knowledge of the region in which we will be performing along with the ability to communicate with local nationals and assist in making arrangements for commencement of performance. 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.

We often enter into joint ventures so that we can jointly bid and perform on a particular project. The success of these and other joint ventures depends, in large part, on the satisfactory performance of the contractual obligations by our joint venture partners. If our partners do not meet their obligations, the joint ventures may be unable to adequately perform and deliver their contracted services. Under these circumstances, we may be required to make additional investments and provide additional services to ensure the adequate performance and delivery of the contracted services. These additional obligations could result in reduced profits or, in some cases, significant losses for us with respect to the joint venture, which could also affect our reputation in the industries we serve.

Environmental laws and regulations may subject us to significant costs and liabilities that could adversely affect our operating performance.

We are subject to numerous environmental, legal and regulatory requirements related to our operations worldwide. In the U.S., these laws and regulations include those governing the management and disposal of hazardous substances and wastes, the maintenance of a safe workplace and painting aircraft and handling substances such as used batteries and petroleum products. In addition to U.S. federal laws and regulations, states and other countries where we do business have numerous environmental, legal and regulatory requirements by which we must abide. We could incur substantial costs, including clean-up costs, as a result of violations of, or liabilities under, environmental laws.

Our business and results of operations could be adversely affected by the passage of U.S. health care reform and other environmental legislation and regulations. We are continually assessing the impact that health care reform could have on our employer-sponsored medical plans. Growing concerns about climate change may result in the imposition of additional environmental regulations. For example, legislation, international protocols, regulation or other restrictions on emissions could increase the costs of projects for our customers or, in some cases, prevent a project from going forward, thereby potentially reducing the need for our services.

All of these factors could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

Acquisition and divestiture related transactions require substantial management resources and may disrupt our business and divert our management from other responsibilities. Acquisitions and divestitures are accompanied by other risks, including:

• the difficulty of integrating or disaggregating the operations and personnel of the acquired or divested companies;

17

• the inability of our management to maximize our financial and strategic position by the successful incorporation or dissolution of acquired or divested personnel into our programs;

• we may not realize anticipated synergies or financial growth;

• we may assume material liabilities that were not identified during due diligence, including potential regulatory penalties resulting from the acquisition or divested target's previous activities;

• difficulty maintaining uniform standards, controls, procedures and policies, with respect to accounting matters and otherwise;

• the potential loss or retention of key employees of acquired or divested companies;

• the impairment of relationships with employees and customers as a result of changes in management and operational structure; and

• acquisitions or divestitures may require us to invest significant amounts of cash resulting in dilution of stockholder value.

Any inability to successfully integrate or disaggregate the operations and personnel associated with an acquired or divested business and/or service line may harm our business and results of operations.

If we fail to manage acquisitions, divestitures, and other transactions successfully, our financial results, business, and future prospects could be harmed.

In pursuing our business strategy, we routinely conduct discussions, evaluate targets, and enter into agreements regarding possible acquisitions, divestitures, joint ventures, and equity investments. We seek to identify acquisition or investment opportunities that will expand or complement our existing services, or customer base, at attractive valuations. We often compete with others for the same opportunities. To be successful, we must conduct due diligence to identify valuation issues and potential loss contingencies, negotiate transaction terms, complete and close complex transactions, and manage post-closing matters (e.g., integrate acquired companies and employees, realize anticipated operating synergies, and improve margins) efficiently and effectively. Acquisition, divestiture, joint venture, and investment transactions often require substantial management resources and could have the potential to divert our attention from our existing business. Additionally, unidentified pre-closing liabilities could affect our future financial results.

Changes in, or interpretations of, accounting principles could have a significant impact on our financial position and results of operations.

We prepare our Consolidated Financial Statements in accordance with GAAP. These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles. A change in these principles can have a significant effect on our reported results and may even retroactively affect previously reported transactions.

Catastrophic events may disrupt our business and have an adverse effect on our results of operations.

A disruption, infiltration or failure of network, application systems or third-party hosted services in the event of a major earthquake, hurricane, fire, power loss, telecommunications failure, software or hardware malfunctions, cyber-attack, war, terrorist attack or other catastrophic event could cause system interruptions, reputational harm, loss of intellectual property, delays in our ability to provide service to our customers, lengthy interruptions in our services, breaches of data security and loss of critical data and could prevent us from fulfilling our customers' orders, which could result in reduced revenue.

Our business could be negatively impacted by security threats, including physical and cyber security threats, and other disruptions.

As a defense contractor, we face both physical and cyber security threats to our sensitive systems and information.  Although we utilize a variety of technical and administrative controls to mitigate and detect threats, there can be no assurance that these controls will be sufficient to prevent a threat from materializing.

 Threats to our physical security, were they to manifest, could result in degradation or disruption of business operations.  These effects could be attributed to, although not exclusively, loss of staff, reduction in staff productivity, and/or loss or damage to facilities.

 Cyber security threats are constantly evolving, and our industry is frequently targeted by cyber security threats. We utilize a variety of mechanisms and controls to adapt to potential threats; however, the variety and constant change of these threats leaves the impact unpredictable.

     Were an incident to occur, it could lead to loss of confidentiality, integrity, and/or availability of information or systems, harm to personnel or infrastructure, and/or damage to our reputation.  Such an incident could result in material impact on our business operations and strategies, current or future financial position, and/or cash flows.

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Goodwill and other intangible assets represent significant assets on our balance sheet and have been significantly impaired and may continue to be impaired.

Goodwill and other intangible assets are significant assets on our balance sheet, with an aggregate balance of $128.9 million and $149.5 million, respectively, as of December 31, 2014. We assess goodwill and other intangible assets with indefinite lives for impairment annually in October and when an event occurs or circumstances change that would suggest a triggering event. If a triggering event is identified, a step one assessment is performed to identify any possible goodwill impairment in the period in which the event is identified. The annual impairment test requires us to determine the fair value of our reporting units in comparison to their carrying values. A decline in the estimated fair value of a reporting unit or asset group could result in a goodwill impairment, and a related non-cash impairment charge against earnings, if estimated fair value for the reporting unit is less than the carrying value of the net assets of the reporting unit.

As we continue to face challenges within the defense industry and declines in our business in the upcoming year, we could experience unforeseen issues which adversely affect the value of our goodwill or intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets. Future determinations of significant write-offs of goodwill or intangible assets as a result of an impairment test or any accelerated amortization of other intangible assets could have a negative impact on our results of operations and financial condition. See Note 3 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Future restatement of our financial statements could adversely affect our business.

Restatement of our financial statements could have adverse consequences on our business, financial condition, cash flows and results of operations, including the triggering of an event of default under our senior credit facility and the indentures governing our senior unsecured notes. Restatements could cause our credit rating to be downgraded, which could result in an increase in our borrowing costs and make it more difficult to borrow funds on reasonable terms or at all. In addition, restatements could result in key executives departing and SEC enforcement action.

We use estimates when accounting for contracts. Changes in estimates could affect our profitability and our overall financial position.

When agreeing to contractual terms, we make assumptions and projections about future conditions and events, many of which extend over a period of time. These assumptions and projections assess the cost, productivity and availability of labor, future levels of business base, complexity of the work to be performed, cost and availability of materials, impact of potential delays in performance and timing of product deliveries. Contract accounting requires judgment relative to assessing risks, estimating contract revenues and costs, and making assumptions for schedule and technical issues. Due to the size and nature of many of our contracts, the estimation of total revenues and costs at completion is subject to many variables. Incentives, awards or penalties related to performance on contracts are considered in estimating revenue and profit rates, and are recorded when there is sufficient information to assess anticipated performance. Suppliers' assertions are also assessed and considered in estimating costs and profit rates.

Because of the significance of the judgment and estimation processes described above, it is possible that materially different amounts could be obtained if different assumptions were used or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances or estimates may have a material impact on the profitability of one or more of the affected contracts and our performance. See Critical Accounting Policies within "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" for further discussion.

The adoption of the Long-Term Cash Incentive Bonus Plan could substantially increase the cost to acquire the Company or prevent or delay a change in control.

     On December 17, 2013, DynCorp International, LLC approved a long-term cash incentive plan for certain executives, where in the event of a change in control, subject to the executives’ continued employment with DynCorp International, LLC through such a change in control and execution of a restrictive covenant agreement within fourteen days of receipt of such agreement, the executive shall be eligible to receive a cash incentive bonus.

A change in control, as defined in the long-term cash incentive plan, would occur if a person who is not Cerberus or an affiliate of Cerberus becomes beneficial owner, directly or indirectly, of more than 50% of the combined voting power of issued and outstanding securities of DynCorp International, LLC or if there is a reduction in Cerberus’s beneficial ownership to less than 30% of the combined voting power. There are other conditions that could result in a change in control event such as a sale or transfer or other disposition of all or substantially all of the business and assets of DynCorp International, LLC. The long-term cash incentive bonus plan could increase the cost to acquire the Company and prevent or delay a change in control.

Unanticipated changes in our tax provisions or exposure to additional income tax liabilities could affect our profitability and cash flow.

We are subject to income taxes in the U.S. and many foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of business, there are many transactions and calculations where

19

the ultimate tax determination is uncertain. Furthermore, changes in applicable domestic or foreign income tax laws and regulations, or their interpretation, could result in higher or lower income tax rates assessed or changes in the taxability of certain sales or the deductibility of certain expenses, thereby affecting our income tax expense and profitability. Deferred tax assets are required to be measured at the statutory tax rate currently in effect, therefore a change in the U.S. corporate tax rate would result in a remeasurement of our net deferred tax asset through the income tax provision. The final determination of any tax audits or related litigation could be materially different from our historical income tax provisions and accruals. Additionally, changes in our tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in our overall profitability, changes in tax legislation, changes in the valuation of deferred tax assets and liabilities, changes in differences between financial reporting income and taxable income, the results of audits and the examination of previously filed tax returns by taxing authorities and continuing assessments of our tax exposures could impact our tax liabilities and significantly affect our income tax expense, profitability and cash flow.

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under our debt obligations.

As of December 31, 2014, we are highly leveraged with our total indebtedness of approximately $642.3 million. We had $108.1 million available for borrowing under our revolving credit facility, and the terms of the senior secured credit facilities permit us to increase the amount available under our term loan and/or revolving credit facilities by up to $275 million if we are able to obtain loan commitments from banks and satisfy certain other conditions, including our having capacity to incur such indebtedness under the indenture governing our notes.

Our high degree of leverage could have important consequences including:

• increasing our vulnerability to adverse economic, industry or competitive developments;

• requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow for other purposes, including for our operations, capital expenditures and future business opportunities;

• exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under our senior secured credit facilities, are at variable rates of interest;

• making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness;

• restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

• limiting our ability to obtain additional debt or equity financing for working capital, capital expenditures, business development, debt service requirements, acquisitions and general corporate or other purposes; and

• limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

Our interest expense could increase if interest rates increase above the stated LIBOR floor levels in our senior secured credit facilities because the entire amount of the indebtedness under our senior secured credit facilities bears interest at a variable rate. At December 31, 2014, we had approximately $187.3 million aggregate principal amount of variable rate indebtedness under our senior secured credit facilities. A 100 basis point increase over the LIBOR floor levels would increase our annual interest expense by approximately $1.9 million.

Despite our high indebtedness level, we and our subsidiaries still may be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the agreements governing our debt obligations contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial.

In addition to the $108.1 million which is available to us for borrowing under our revolving credit facility, the terms of our senior secured credit facilities enable us to increase the amount available under our term loan and/or revolving credit facilities by up to an aggregate of $275 million if we are able to obtain loan commitments from banks and satisfy certain other conditions, including our having capacity to incur such indebtedness under the indenture governing our notes. Additionally, we can take on more debt as long as we meet the covenant levels as stated per the indenture and the credit facility. If new debt is added to our and

20

our subsidiaries' existing debt levels, the related risks that we face would increase. In addition, the agreements governing our debt obligations do not prevent us from incurring obligations that do not constitute indebtedness under those agreements.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

Our debt agreements contain, and the agreements governing any future indebtedness we incur may contain, various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries' ability to, among other things:

• incur additional indebtedness or issue certain preferred shares;

• pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;

• make certain investments;

• sell certain assets;

• create liens;

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

• enter into certain transactions with our affiliates.

As a result of these covenants, we are limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities or finance future operations or capital needs. In addition, the covenants in our senior secured credit facilities require us to maintain a leverage ratio below the maximum total leverage ratio and interest coverage above a minimum interest coverage ratio, and limit our capital expenditures. A breach of any of these covenants could result in a default under one or more of these agreements, including as a result of cross default provisions under our indenture and, in the case of our revolving credit facility, permit the Agent to cease making loans to us.

Upon the occurrence of an event of default under our senior secured credit facilities that is not waived by the requisite lenders (including a failure to comply with our financial maintenance covenants) the lenders could elect to declare all amounts outstanding under our senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit, including issuing new letters of credit. This outcome would result in doubt in the Company’s ability to continue as a going concern. If such actions were taken by the lenders under our senior secured credit facilities, it would also cause an event of default under our senior unsecured notes.

If we were unable to repay those amounts, the Agent under our senior secured credit facilities could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under our senior secured credit facilities. If the Agent or lenders under the senior secured credit facilities accelerate the repayment of borrowings, the proceeds from the sale or foreclosure upon such assets will first be used to repay debt under our senior secured credit facilities, and we may not have sufficient assets to repay our unsecured indebtedness thereafter, including our notes.

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments and the indenture governing the notes may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

Repayment of our debt, including the notes, is dependent on cash flow generated by our subsidiaries.

Our subsidiaries own substantially all of our assets and conduct substantially all of our operations. Accordingly, repayment of our indebtedness, including the notes, is dependent, to a significant extent, on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the notes, our subsidiaries do not have any obligation to pay amounts due on the notes or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable DynCorp International Inc. to make payments in respect of its indebtedness, including the notes. Each subsidiary is a distinct legal entity and, under certain

21

circumstances, legal and contractual restrictions may limit our ability to obtain cash from the DynCorp International Inc.'s subsidiaries. While the indenture governing the notes limits the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that DynCorp International Inc. does not receive distributions from its subsidiaries, DynCorp International Inc. may be unable to make required principal and interest payments on its indebtedness, including the notes.

We are controlled by Cerberus, who will be able to make important decisions affecting our business.

All of our common stock is indirectly owned by funds and/or managed accounts that are affiliates of Cerberus. As a result, Cerberus is entitled to elect all of our directors, to appoint new management and to approve actions requiring the approval of the holders of our capital stock, including adopting amendments to our certificate of incorporation and approving mergers or sales of substantially all of our assets. We have three executives who are Cerberus Operations and Advisory Company, LLC (“COAC”) employees, who are seconded to us: James E. Geisler, our Interim Chief Executive Officer, Gregory S. Nixon, our Senior Vice President, Chief Administrative Officer and Chief Legal Officer, and George C. Krivo, our Senior Vice President of Business Development.

The interests of Cerberus and its affiliates may differ from those of our other investors. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, Cerberus and its affiliates, as equity holders, may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks. Additionally, our debt agreements permits us to pay advisory fees, dividends or make other restricted payments under certain circumstances, and Cerberus may have an interest in our doing so.

We may compete with, or enter into transactions with, entities in which our controlling stockholder may hold a substantial interest.

Cerberus is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly and indirectly with us. Corporate opportunities may arise in the area of potential competitive business activities that may be attractive to us as well as to Cerberus or its affiliates, including through potential acquisitions of competing businesses. Competition may intensify if an affiliate or subsidiary of Cerberus were to enter into or possibly acquire a business similar to ours. In the event that such a transaction happens, Cerberus is under no obligation to communicate or offer such corporate opportunity to us, even if such opportunity might reasonably have been expected to be of interest to us or our subsidiaries.

We may make future investments, which would include co-investment or joint venture arrangements with our affiliates. We may also enter into business combinations and/or collaborate with and invest in other firms or entities, including Cerberus. You should consider that the interests of Cerberus may differ from yours in material respects.

A decline or reprioritization of funding in the U.S. defense budget or delays in the budget process could adversely affect our operating performance and our ability to generate cash flow to fund our operations.

Our government contracts and sales are highly correlated and dependent upon the U.S. defense budget which is subject to the congressional budget authorization and appropriations process. Defense budgets are a function of several factors beyond our control, including, but not limited to, changes in U.S. procurement policies, budget considerations, current and future economic conditions, presidential administration priorities, changing national security and defense requirements, geo-political developments and actual fiscal year congressional appropriations for defense budgets. Congress usually appropriates funds for a given program on a September 30 fiscal year basis, even though contract periods of performance may extend over many years. Consequently, at the beginning of a major program, the contract is usually partially funded, and additional monies are normally committed to the contract by the procuring agency only as appropriations are made by Congress for future fiscal years.

While there exists potential challenges that could adversely impact our business on a short term basis, we believe the longer term industry trends will result in continued demand in our target markets for the types of services we provide. However, U.S. government defense spending levels are difficult to predict. Significant changes in defense spending, changes in U.S. government priorities, policies and requirements, could have a material adverse effect on our results of operations, financial condition or liquidity.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

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ITEM 2. PROPERTIES.

We are headquartered in McLean, Virginia with major administrative offices in Fort Worth, Texas. As of December 31, 2014, we leased approximately 31 commercial facilities in 20 countries used in connection with the various services rendered to our customers. Lease expirations range from month-to-month to over ten years. Upon expiration of our leases, we do not anticipate any difficulty in obtaining renewals or alternative space. Many of our current leases are non-cancelable. We do not own any real property.

The following locations represent our primary leased properties as of December 31, 2014:

Location	Description	Segment	Size (sq ft)
Fort Worth, TX	Executive offices - Finance and Administration	Headquarters	218,925
Salalah Port, Oman	Warehouse and storage - WRM II Program	DynLogistics	125,000
McLean, VA	Executive offices - Headquarters	Headquarters	79,035
Coppell, TX	Warehouse - Logistics	Headquarters	64,000
Kabul, Afghanistan	Offices and residence - LOGCAP IV Program	DynLogistics	42,008
Palm Shores, FL	Offices - INL Air Wing Program	DynAviation	27,215
McClellan, CA	Warehouse - California Fire Program	DynAviation	18,800
Dubai, UAE	Executive offices - DIFZ Finance and Administration	Headquarters	18,021
Huntsville, AL	Business office - Aviation Headquarters	DynAviation	13,850

We believe that substantially all of our property and equipment is in good condition, subject to normal use, and that our facilities have sufficient capacity to meet the current and projected needs of our business through calendar year 2015.

ITEM 3. LEGAL PROCEEDINGS.

Information required with respect to this item is set forth in Note 8 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Not applicable.

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ITEM 6. SELECTED FINANCIAL DATA.

The selected historical consolidated financial data for the years ended December 31, 2014, December 31, 2013, December 31, 2012 , December 30, 2011 and for the period from April 1, 2010 (inception) through December 31, 2010 and for the Predecessor's fiscal quarter ended July 2, 2010 and the fiscal year ended April 2, 2010 is presented in the table below.

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 Annual Report on Form 10-K.

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	Delta Tucker Holdings, Inc.															Predecessor (1)
	For the years ended												For the period from April 1, 2010 (inception) through December 31, 2010			For the fiscal quarter ended			For the fiscal year ended
	December 31, 2014			December 31, 2013			December 31, 2012			December 30, 2011						July 2, 2010			April 2, 2010
(Amounts in thousands)
Results of operations:
Revenue	$	2,252,309		$	3,287,184		$	4,044,275		$	3,719,152		$	1,696,415		$	944,713		$	3,572,459
Cost of services	(2,072,865		)	(2,987,253		)	(3,698,932		)	(3,408,842		)	(1,547,919		)	(856,974		)	(3,225,250		)
Selling, general and administrative expenses	(146,881		)	(149,925		)	(149,362		)	(149,551		)	(78,024		)	(38,513		)	(106,401		)
Merger expenses incurred by Delta Tucker Holdings, Inc.	—			—			—			—			(51,722		)	—			—
Depreciation and amortization	(48,582		)	(48,628		)	(50,260		)	(50,773		)	(25,776		)	(10,263		)	(41,639		)
Earnings from equity method investees	10,077			4,570			825			12,800			10,337			—			—
Impairment of equity method investment (2)	—			—			—			(76,647		)	—			—			—
Impairment of goodwill, intangibles and long lived assets (3)	(214,004		)	(312,728		)	(50,663		)	(33,768		)	—			—			—
Operating (loss) income	(219,946		)	(206,780		)	95,883			12,371			3,311			38,963			199,169
Interest expense	(70,783		)	(78,826		)	(86,272		)	(91,752		)	(46,845		)	(12,585		)	(55,650		)
Bridge commitment fee incurred by Delta Tucker Holdings, Inc.	—			—			—			—			(7,963		)	—			—
Loss on early extinguishment of debt, net	(1,362		)	(703		)	(2,094		)	(7,267		)	—			—			(146		)
Interest income	221			157			117			205			420			51			542
Other income (expense), net	3,680			(810		)	4,672			6,071			1,872			658			5,194
Benefit (Provision) for income taxes	20,570			37,461			(15,598		)	20,941			9,690			(9,279		)	(47,035		)
Net (loss) income	(267,620		)	(249,501		)	(3,292		)	(59,431		)	(39,515		)	17,808			102,074
Noncontrolling interests	(2,160		)	(4,235		)	(5,645		)	(2,625		)	(1,361		)	(5,004		)	(24,631		)
Net (loss) income attributable to Delta Tucker Holdings, Inc./Predecessor	$	(269,780	)	$	(253,736	)	$	(8,937	)	$	(62,056	)	$	(40,876	)	$	12,804		$	77,443
Cash flow data:
Net cash provided by (used in) operating activities	25,377			137,502			$	144,190		$	167,986		$	(27,089	)	$	21,723		$	90,473
Net cash (used in) provided by investing activities	(4,674		)	(7,971		)	(12,163		)	(3,003		)	(878,218		)	(2,874		)	(88,875		)
Net cash (used in) provided by financing activities	(97,544		)	(77,461		)	(83,457		)	(147,315		)	957,844			(5,433		)	(79,387		)
Balance sheet data (end of period):
Cash and cash equivalents	94,004			170,845			118,775			70,205			52,537			135,849			122,433
Total assets	982,487			1,499,921			1,970,716			2,014,421			2,263,355			1,785,899			1,780,894
Total debt	642,272			732,272			782,909			872,909			1,024,212			552,209			552,147
Total (deficit) equity attributable to Delta Tucker Holdings, Inc. / Predecessor	(82,766		)	183,785			437,542			447,966			509,758			591,417			577,702
Total (deficit) equity	(77,277		)	189,660			445,754			453,152			514,109			596,359			583,524
Other financial data:
Purchases of property and equipment and software (4)	10,343			10,346			8,118			4,887			8,323			2,874			46,046
Backlog (5)	3,331,000			3,980,000			5,278,000			5,745,000			4,782,000			5,171,000			5,571,000

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(1) DynCorp International’s fiscal year presentation was comprised of twelve consecutive fiscal months ended on the Friday closest to March 31 of each year. DynCorp International’s last completed fiscal year, prior to the merger on July 7, 2010, ended on April 2, 2010 ("fiscal year 2010"). The three month period, prior to the merger on July 7, 2010, ended July 2, 2010 and is referred to as the "fiscal quarter ended July 2, 2010". We refer to these fiscal periods of DynCorp International that ended prior to the merger as those of the "Predecessor."

(2) The Company recorded an impairment of our investment in GLS during the year ended December 30, 2011 in the amount of $76.6 million as a result of a loss in carrying value that was other than temporary.

(3) The Company recorded impairment charges of $214.0 million, $312.7 million, $50.7 million and $33.8 million for the years ended December 31, 2014, December 31, 2013, December 31, 2012 and December 30, 2011 respectively. Of the $214.0 million recorded in 2014, $141.5 million was related to goodwill, $1.0 million related to helicopters and $0.2 million related to software. Of the $312.7 million recorded in 2013, $310.3 million was related to goodwill and $2.4 million was related to helicopters. The Company also recorded an impairment charge of $6.1 million for the year ended December 31, 2012 to reduce the value of certain intangibles related to our DynLogistics segment. See Note 3 to Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.

(4) The fiscal year ended April 2, 2010 includes approximately $39.7 million of costs associated with helicopters purchased in anticipation of use under our INL Air Wing program.

(5) Backlog data is as of the end of the applicable period. See "Business" for further details concerning backlog.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with the Delta Tucker Holdings, Inc. consolidated financial statements and related notes thereto and other data contained elsewhere in this Annual Report on Form 10-K. Please see "Item 1A. Risk Factors" and "Forward-Looking Statements" for a discussion of the risks, uncertainties and assumptions associated with these statements. Unless otherwise noted, all amounts discussed herein are consolidated. All references in this Annual Report on Form 10-K to fiscal years of the United States government pertain to their fiscal year, which ends on September 30th of each year.

Company Overview

We are a leading global services provider offering unique, tailored solutions for an ever-changing world. Built on more than six decades of experience as a trusted partner to commercial, government and military customers, we provide sophisticated aviation solutions, law enforcement training and support, base and logistics operations, intelligence training, rule of law development, construction management, international development, ground vehicle support, counter-narcotics aviation, platform services and operations and linguist services. Through our predecessor companies, we have provided essential services to numerous U.S. government departments and agencies since 1951. Our current customers include the U.S. Department of Defense ("DoD"), the Department of State ("DoS"), U.S. Agency for International Development ("USAID"), foreign governments, commercial customers and certain other U.S. federal, state and local government departments and agencies.

Delta Tucker Holdings, Inc. was formed for the purpose of acquiring DynCorp International Inc. ("DynCorp International") and had immaterial assets and virtually no operations prior to the merger on July 7, 2010, except for the costs associated with acquiring DynCorp International. Delta Tucker Holdings, Inc. remains the holding company of DynCorp International. DynCorp International wholly owns DynCorp International, LLC, which functions as the operating company.

In August 2014, we amended our operating structure by realigning our DynGlobal segment to a business development organization focused on achieving our global growth objectives. DynGlobal will continue as a brand and an initiative to pursue international and commercial business. As a result, DynGlobal resources were redeployed into business development efforts for our two remaining operating and reporting segments: DynAviation and DynLogistics, to identify the highest priority opportunities of the Company, and work to capture those opportunities for operational execution by the two remaining segments. The DynAviation and DynLogistics segments will continue to operate principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations (“FAR”), Cost Accounting Standards (“CAS”) and audits by various U.S. federal agencies.

As of December 31, 2014, we employed or managed approximately 13,700 personnel, including approximately 7,800 personnel from our affiliates. We operate in approximately 36 countries through approximately 79 active contracts and 118 active task orders.

Current Operating Environment and Outlook

External Factors

After over a decade of unprecedented defense spending to support operations in Iraq and Afghanistan, our industry continues to adapt to a period of reduced funding and budget uncertainty brought about by the convergence of a variety of policy, political and fiscal realities. These budgetary challenges and policy decisions have not occurred in a geopolitical vacuum; instability and on-going and potential conflicts around the globe are driving adjustments to U.S. national security and foreign policy objectives, as well as the funding levels and mechanisms to support necessary policy shifts. External factors influencing the industry include:

• Adhering to discretionary spending caps mandated by the Budget Control Act of 2011 ("BCA");

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• The ongoing draw-down of U.S. troops in Afghanistan; and

• Increased instability and challenges to the existing international framework.

While the BCA-mandated spending caps and related sequestration remains in effect, enactment of the Bipartisan Budget Act of 2013 ("BBA") in December 2013 adjusted the caps upward for fiscal years 2014 and 2015. The BBA ensures there will be no sequestration in fiscal year 2015, and while Congress exercised its prerogative to alter and prioritize the President’s budget requests, the topline numbers were well defined and adhered to by the President and Congress. It is important to note, the BBA does not impact or resolve the caps mandated by the BCA in 2016 and beyond.

Specifically, the fiscal year 2015 enacted budget for the Department of Defense ("DoD") is $560.0 billion. The enacted allocations consist of $496.0 billion for the base budget, which is essentially consistent with fiscal year 2014, and $64.0 billion for Overseas Contingency Operations ("OCO") request, which represents a 25% decrease from FY14.

The fiscal year 2015 enacted base budget for Operations and Maintenance ("O&M") accounts for a total of $195.0 billion, with all services noting an increase in O&M funding. We believe the continued focus on O&M activities reflects DoD’s ongoing effort to recapture lost readiness and returning the force to the highest possible levels of preparedness. With regard to fiscal year 2015 OCO O&M, the enacted budget is $51 billion, for a total O&M budget of $246 billion.

As stated above, the reduction in the President’s OCO request was anticipated by us based on the drawdown of troops in Afghanistan. Specifically, the fiscal year 2015 OCO reflects the Administration’s plans to shrink U.S. troops from 37,000 in 2014 to an average of 11,700 in 2015, with a goal of 9,800 by the end of 2015.

However, because of the continued operations in Afghanistan, the increasing intensity of Operation Inherent Resolve in Iraq and Syria, as well as the deployment of U.S. troops to West Africa in response to the Ebola crisis, we believe the Administration has shown that it is willing to use OCO funds for varied missions from airstrikes to disease control, and long-term capacity building of regional security forces.

The fiscal year 2015 OCO budget reflects how the external drivers of the Afghanistan troop drawdown and increased global instability are influencing U.S. national security and national security objectives, as well as the allocation of limited resources to support shifts in policy and priorities. Consequently, senior analysts are predicting that the OCO budget will continue to be robust into the future.

The U.S. and its allies are confronted with a complex, challenging and often violent world. Whether it is on our own Southwest border, Afghanistan, Iraq and Syria, Ukraine, the South China Sea, Africa or any number of other locations, U.S. leadership is still required. This leadership includes assisting in the development of and equipping of allied security forces and related civil institutions to bolster international stability and security.

While potential challenges exist that could adversely impact our business on a short-term basis, we believe the following longer-term industry trends demonstrate the continued demand for the types of services we provide:

• Realignment of the military force structure, leading to increased outsourcing of non-combat functions, including life cycle;

• Asset management of equipment ranging from organizational to depot-level maintenance;

• Requirement to maintain, overhaul and upgrade for returning rolling stocks and aging platforms;

• Sustain and support forward-deployed rotational troops and equipment;

• Growth in outsourcing by foreign allies of maintenance, supply-support, facilities management, infrastructure upgrades, and construction management-related services;

• Continued focus on smart power initiatives by the DoS, USAID, the United Nations ("UN"), and the DoD, including development and smaller-scale stability operations; and

• Further efforts by the U.S. government to move from single-award to multiple-award IDIQ contracts, which offer an opportunity to increase revenue by competing for task orders with the other contract awardees.

With regard to the greater Middle East, we expect instability and challenges to our regional relationships will persist. However, as acknowledged in the OCO request, U.S. defense ties and presence throughout the region will continue to be of vital strategic interest to the U.S. and our allies. We believe that base operations and support and maintenance capacity will be key enablers in this environment and we are especially well positioned to provide these services to both U.S. forces and allied nations.

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Current Business Environment

Our contracts typically have a term of three to ten years consisting of a base period of one year with multiple one-year options. We also have a strong history of being awarded a majority of the contract options. Additionally, since our primary customer is the U.S. federal government, we have not historically had significant issues with bad debt. However, given the continued scrutiny by the U.S. government, we could be subjected to regulatory requirements that could require audits at various points within our contracting process. An adverse finding under an audit could result in the disallowance of costs under a U.S. government contract, termination of a U.S. government contract, forfeiture of profits or suspension of payments, which could prove to be impactful to our liquidity, affect our ability to invoice and receive timely payment on our contracts, perform contracts or compete for contracts with the U.S. government. If the DCAA cannot complete timely periodic reviews of our control systems, they could render the status of these systems as "non-current" resulting in an adverse outcome.

We cannot be certain that the economic environment or other factors will not continue to adversely impact our business, financial condition or results of operations in the future. We believe that our primary sources of liquidity, such as customer collections and the Senior Credit Facility (as defined below), will enable us to continue to perform under our existing contracts and support further growth of our business. However, adverse conditions, such as a long term credit crisis or sequestration, could adversely affect our ability to obtain additional liquidity or refinance existing indebtedness at acceptable terms or at all. See "Item 1A - Risk Factors - Economic conditions could impact our business" for a discussion of the risks associated with current economic conditions.

Notable events for the year ended December 31, 2014 and to date

• In January 2014, DynLogistics announced the award of a subcontract to provide training assistance in support of the Afghan Engineer Training Security Assistance Team. DynCorp will perform as a subcontractor to GovSource, Inc., a provider of professional and training services to the U.S. Government, on the U.S. Army Security Assistance Training Management Organization ("USASATMO") task order under the SATMO indefinite delivery, indefinite quantity contract. The firm fixed-price subcontract has a one year period of performance and a total value of $4.0 million.

• In January 2014, DynLogistics announced the award of a new task order under the Air Force Contract Augmentation Program III ("AFCAP") to provide engineering design and support services in the United Arab Emirates ("UAE"). The competitively-awarded task order has a one-year base period with two, one-year options and a total contract value of $4.4 million, if all options are exercised.

• In February 2014, DynLogistics announced the award of a contract by the Naval Facilities Engineering Command-Pacific ("NAVFAC Pacific") to provide operations support services in Cambodia. The contract has a one-year base period with four, one-year options for a total contract value of $8.5 million, if all options are exercised.

• In March 2014, DynAviation announced the award of a contract to provide aviation maintenance services throughout the Theater Aviation Sustainment Manager - OCONUS ("TASM-O") region under the Army Aviation Field Maintenance ("AFM") contract. The hybrid firm fixed price, cost-plus incentive fee contract has a one year base with four, one year options and a total potential contract value of $307.1 million.

• In March 2014, we made a principal prepayment of $15.0 million on our Term Loan. This payment caused the acceleration of unamortized deferred financing fees of $0.2 million, which was recorded as a Loss on extinguishment of debt within our Statement of Operations.

• In April 2014, DynAviation announced the award of a task order under the Contract Field Teams ("CFT") contract to provide aviation maintenance support to the 512th Airlift Wing at Dover Air Force Base. The task order has a one year base and one, one-year option and a potential total value of $8.5 million.

• In April 2014, the Company announced that DynAviation was awarded a task order under the Logistics Worldwide multiple award contract from the General Services Administration to provide engineering support services. The competitively-awarded task order has one base year with four, one-year options, and a total potential value of $5.0 million.

• In June 2014, we made a principal prepayment of $45.0 million, on our Term Loan. This payment caused the acceleration of unamortized deferred financing fees of $0.4 million, which was recorded as a Loss on extinguishment of debt within our Statement of Operations.

• In September 2014, the Company was selected to bid for task orders under a U.S. Intelligence and Security Command ("INSCOM") contract to provide global intelligence support services. The contract is a five-year, IDIQ vehicle with a potential total value of $5.0 billion.

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• In September 2014, we made a principal prepayment of $30.0 million on our Term Loan. This payment caused the acceleration of unamortized deferred financing fees of $0.2 million, which was recorded as a Loss on extinguishment of debt within our Statement of Operations.

• In October 2014, DynLogistics announced the award of a contract modification on its War Reserve Materiel contract to provide asset management services. The contract modification is valued at $76.4 million. The award is the sixth option year exercised out of eight initially awarded in 2008, with a total contract value of $540.7 million if all options are exercised.

• In October 2014, DynAviation announced the award of a contract modification on its aircraft maintenance support program to provide aircraft maintenance services at Sheppard Air Force Base, Texas. The award is the fifth option year on a contract initially awarded in 2009, with the modification valued at $42.5 million.

• In October 2014, DynAviation announced the award of the Contractor Logistics Support contract ("CLS") to provide maintenance and logistics support to the United States Navy T-34, T-44, and T-6 aircraft programs. The contract has a one year base period with four, one-year options with a total potential contract value of $443.3 million.

• On November 5, 2014, we entered into a fourth amendment and waiver (the "Fourth Amendment") to the Senior Credit Facility. See Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

• In December 2014, DynAviation was awarded a subcontract to Lockheed Martin to support the United States Air Force Future Flexible Acquisition and Sustainment Tool ("F2AST") contract. The award has a ten-month phase-in and base period of performance plus two additional option years and a total potential contract value of $73 million.

• In January 2015, DynLogistics announced the award of a contract from the United States Army Contracting Command to provide advisory, training and mentoring services to the Afghanistan Ministry of Interior. The contract has a nine-month base period with two, three-month options and a total potential contract value of $52.1 million.

• In January 2015, DynLogistics announced the award of a contract from the United States Army Contracting Command to provide advisory, training and mentoring services to the Afghanistan Ministry of Defense. The contract has a nine-month base period with two, three-month options and a total potential contract value of $48.6 million.

• In January 2015, DynAviation announced the award of a task order on a contract from the Naval Air Systems Command to provide aircraft maintenance and logistics support for aircraft assigned to the Naval Strike and Air Warfare Center. The task order has a one-year period of performance and is valued up to $44.5 million. The contract vehicle has a five-year period of performance, cumulatively, with a total potential value of $93.3 million.

• In January 2015, DynLogistics was awarded a contract from the U.S. Department of State to provide life support services on the Afghanistan Life Support Services ("ALiSS") contract. DI is one of two awardees on the IDIQ contract which has one base year with four, one-year options with a total potential contract value of $540 million.

• In February 2015, DynAviation announced the award of a contract extension from the California Department of Forestry and Fire Protection ("CAL FIRE") to continue support of its aviation program to help suppress and control wildfires. The contract has a one-year period of performance with a total potential value of $27.8 million.

• In February 2015, DynAviation was awarded a contract from the United States Army to provide integrated maintenance support services for the Saudi Arabian National Guard ("SANG") Aviation Brigade. The contract has a three-year base period, with two one-year options and a total potential contract value of $127.2 million.

• In March 2015, DynAviation announced the award of a contract modification to provide aviation maintenance services throughout the TASM-O region under the Army AFM contract. The contract modification has a one-year period of performance for a total value of $56.0 million.

Results of Operations

The results of operations presented are for the years ended December 31, 2014, December 31, 2013, and December 31, 2012.

Delta Tucker Holdings, Inc. Results of Operations for the years ended December 31, 2014, December 31, 2013, and December 31, 2012

The following table sets forth our consolidated statements of operations, both in dollars and as a percentage of revenue, for the years ended December 31, 2014, December 31, 2013, and December 31, 2012:

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	For the years ended
	December 31, 2014					December 31, 2013					December 31, 2012
(Amounts in thousands)
Revenue	$	2,252,309		100.0	%	$	3,287,184		100.0	%	$	4,044,275		100.0	%
Cost of services	(2,072,865		)	(92.0	)%	(2,987,253		)	(90.9	)%	(3,698,932		)	(91.5	)%
Selling, general and administrative expenses	(146,881		)	(6.5	)%	(149,925		)	(4.6	)%	(149,362		)	(3.7	)%
Depreciation and amortization expense	(48,582		)	(2.2	)%	(48,628		)	(1.5	)%	(50,260		)	(1.2	)%
Earnings from equity method investees	10,077			0.4	%	4,570			0.1	%	825			0.1	%
Impairment of goodwill, intangibles and long lived assets	(214,004		)	(9.5	)%	(312,728		)	(9.5	)%	(50,663		)	(1.3	)%
Operating (loss) income	(219,946		)	(9.8	)%	(206,780		)	(6.3	)%	95,883			2.4	%
Interest expense	(70,783		)	(3.1	)%	(78,826		)	(2.4	)%	(86,272		)	(2.1	)%
Loss on early extinguishment of debt	(1,362		)	(0.1	)%	(703		)	—	%	(2,094		)	(0.1	)%
Interest income	221			—	%	157			—	%	117			—	%
Other income (expense), net	3,680			0.2	%	(810		)	—	%	4,672			0.1	%
(Loss) income before income taxes	(288,190		)	(12.8	)%	(286,962		)	(8.7	)%	12,306			0.3	%
Benefit (provision) for income taxes	20,570			0.9	%	37,461			1.1	%	(15,598		)	(0.4	)%
Net loss	(267,620		)	(11.9	)%	(249,501		)	(7.6	)%	(3,292		)	(0.1	)%
Noncontrolling interests	(2,160		)	(0.1	)%	(4,235		)	(0.1	)%	(5,645		)	(0.1	)%
Net loss attributable to Delta Tucker Holdings, Inc.	$	(269,780	)	(12.0	)%	$	(253,736	)	(7.7	)%	$	(8,937	)	(0.2	)%

Results of Operations 2014 vs 2013

Revenue — Revenue for the year ended December 31, 2014 was $2,252.3 million, a decrease of $1,034.9 million, or 31.5%, compared to the year ended December 31, 2013. The decrease was primarily driven by the accelerated pace of the drawdown in Afghanistan, which impacted the demand for services under our LOGCAP IV contract and caused reduced training needs under the AMDP and CSTC-A contract; reduced service needs in Iraq for DoS, affecting the INL Air Wing contract as well as the completion of the Worldwide Protective Services ("WPS") contract, and delays in new business awards. See further discussion of our revenue results in the "Results by Segment" section below.

Cost of services — Cost of services are comprised of direct labor, direct material, overhead, subcontractors, travel, supplies and other miscellaneous costs. Cost of services for the year ended December 31, 2014 was $2,072.9 million, a decrease of $914.4 million, or 30.6%, compared to the year ended December 31, 2013. The decrease in Cost of services was primarily driven by a reduction in demand for services, consistent with the decline in revenue, as discussed above. As a percentage of revenue, Cost of services was consistent for the years ended December 31, 2014 and December 31, 2013.

Selling, general and administrative expenses — SG&A primarily relates to functions such as management, legal, financial accounting, contracts and administration, human resources, management information systems, purchasing, and business development. SG&A decreased by $3.0 million, or 2.0%, to $146.9 million during the year ended December 31, 2014 primarily as a result of our continued cost reduction initiatives, partially offset by the costs association with executing these initiatives. SG&A as a percentage of revenue was 6.5% for the year ended December 31, 2014 compared to 4.6% for the year ended December 31, 2013 as a result of the decline in revenue out pacing general and administrative reductions.

Depreciation and amortization — Depreciation and amortization during the year ended December 31, 2014 was $48.6 million, which remained consistent compared to the year ended December 31, 2013.

Earnings from equity method investees — Earnings from equity method investees include our proportionate share of the income of our equity method investees deemed to be operationally integral to our business, such as Partnership for Temporary Housing LLC ("PaTH"), Contingency Response Services LLC ("CRS"), Global Response Services LLC ("GRS") and Global Linguist Solutions ("GLS"). Earnings from operationally integral unconsolidated affiliates for the year ended December 31, 2014 was $10.1 million, an increase of $5.5 million compared to the year ended December 31, 2013. The increase was primarily as a result of equity method income recognized upon the receipt of a $9.6 million distribution from GLS related to the finalization of Form 1s in February 2014 allowing GLS to submit previous invoices for recovery.

Impairment of goodwill, intangibles and long lived assets — Impairment for the years ended December 31, 2014 and December 31, 2013 was $214.0 million and $312.7 million, respectively primarily due to the $164.9 million impairment of goodwill, $33.4 million impairment of customer-relationship intangibles and $14.5 million impairment of indefinite-lived tradename. See Note 3 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.

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Interest expense — Interest expense for the year ended December 31, 2014 was $70.8 million, a decrease of $8.0 million, or 10.2%, compared to the year ended December 31, 2013. The decrease is the result of the continual reduction of the principal balance of our Term Loan as a result of principal prepayments of $90.0 million during the year ended December 31, 2014 and $50.0 million during the year ended December 31, 2013.

Loss on early extinguishment of debt — Loss on early extinguishment of debt of $1.4 million and $0.7 million for the years ended December 31, 2014 and December 31, 2013, respectively, was attributable to principal prepayments on our Term Loan totaling $90.0 million and $50.0 million, respectively. Deferred financing costs associated with the additional prepayment were expensed and recorded to Loss on early extinguishment of debt.

Other income (expense), net — Other income (expense) for the year ended December 31, 2014 was $3.7 million, an increase of $4.5 million compared to the year ended December 31, 2013, primarily as a result of income recognized upon the sale of a helicopter as well as earnings recognized from Babcock DynCorp Limited ("Babcock") and gains/losses from foreign currency and asset sales.

Income taxes — Our effective tax rate consists of federal and state statutory rates, certain permanent differences and discrete items. The effective tax rate for the year ended December 31, 2014 was 7.1%, as compared to 13.1% for the year ended December 31, 2013. The effective tax rate for the year ended December 31, 2014 was driven primarily by the impact of the goodwill impairment and our valuation allowance taken during the year ended December 31, 2014. See Note 4 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of income taxes.

Results of Operations 2013 vs 2012

Revenue — Revenue for the year ended December 31, 2013 was $3,287.2 million, a decrease of $757.1 million, or 18.7%, compared to the year ended December 31, 2012. The decrease was primarily driven by reduced service needs in Iraq for the DoS, affecting both the INL Air Wing and WPS contracts; the accelerated pace of the drawdown in Afghanistan, which impacted the demand for services under the Company's LOGCAP IV contract and caused reduced training needs under the AMDP contract; fewer new contract wins and the delay in business awards caused by the U.S. budget uncertainty and sequestration. See further discussion of our revenue results in the "Results by Segment" section below.

Cost of services — Cost of services are comprised of direct labor, direct material, overhead, subcontractors, travel, supplies and other miscellaneous costs. Cost of services for the year ended December 31, 2013 was $2,987.3 million, a decrease of $711.7 million, or 19.2%, compared to the year ended December 31, 2012. The decrease in Cost of services was primarily driven by the reduction in volume, consistent with the decline in revenue, as discussed above. As a percentage of revenue, Cost of services was 90.9% compared to 91.5% for the year ended December 31, 2013 and December 31, 2012, respectively. The reduction in Cost of services as a percentage of revenue was driven by the LOGCAP IV and AMDP contracts which generally carry lower margins and was partially offset by a customer contract dispute within our DynAviation segment. See further discussion of the impact of program margins in the "Results by Segment" section below.

Selling, general and administrative expenses — SG&A primarily relates to functions such as management, legal, financial accounting, contracts and administration, human resources, management information systems, purchasing, and business development. SG&A increased by $0.6 million, or 0.4%, to $149.9 million during the year ended December 31, 2013 primarily as a result of relocation expenses associated with the change of our facilities footprint in Virginia to better position the Company operationally and our executive presence in our Texas facilities coupled with the increase in severance expense. The increase in the SG&A expense was offset by (i) reductions in legal fees associated with ongoing litigation, (ii) the decrease in costs incurred for contract labor and (iii) the reduction of bonuses accrued under the Management Incentive Plan for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The items discussed above drove an increase in SG&A as a percentage of revenue to 4.6% for the year ended December 31, 2013 compared to 3.7% for the year ended December 31, 2012.

Depreciation and amortization — Depreciation and amortization during the year ended December 31, 2013 was $48.6 million,a decrease of $1.6 million, or 3.2%, compared to the year ended December 31, 2012. The decrease was primarily the result of certain internally developed software becoming fully amortized and the impairment of certain intangible assets during the fourth quarter of the year ended December 31, 2012 partially offset by additional depreciation expense on fixed assets, including those acquired in conjunction with the acquisition of Heliworks, Inc. during the third quarter of the year ended December 31, 2012.

Earnings from equity method investees — Earnings from equity method investees include our proportionate share of the income of our equity method investees deemed to be operationally integral to our business, such as PaTH, CRS, GRS and GLS. Earnings from operationally integral unconsolidated affiliates for the year ended December 31, 2013 was $4.6 million, an increase of $3.7 million compared to the year ended December 31, 2012. The increase was primarily the result of equity method income recognized upon the receipt of $3.1 million in dividend distributions from GLS during the year ended December 31, 2013. Because of the impairment of our investment in GLS recorded during the year ended December 30, 2011, earnings related to GLS is recognized when cash is received through dividend distributions.

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Impairment of goodwill, intangibles and long lived assets — Impairment for the years ended December 31, 2013 and December 31, 2012 was $312.7 million and $50.7 million, respectively and was mainly attributable to goodwill. During the year ended December 31, 2013 we recognized non-cash impairment charges on reporting units associated with our DynAviation and DynLogistics segment. During the year ended December 31, 2012, we recognized non-cash impairment charges on goodwill associated with our DynLogistics segment. See Note 3 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.

Interest expense — Interest expense for the year ended December 31, 2013 was $78.8 million, a decrease of $7.4 million, or 8.6%, compared to the year ended December 31, 2012. The decrease is the result of the continual reduction of the principal balance of our Term Loan as a result of principal prepayments of $50.0 million during the year ended December 31, 2013 and $90.0 million during the year ended December 31, 2012.

Loss on early extinguishment of debt — Loss on early extinguishment of debt of $0.7 million and $2.1 million for the years ended December 31, 2013 and December 31, 2012, respectively, was attributable to principal prepayments on our Term Loan totaling $50.0 million and $90.0 million, respectively. Deferred financing costs associated with the additional prepayment were expensed and recorded to Loss on early extinguishment of debt.

Other (expense) income, net — Other (expense) income, net consists primarily of our share of earnings from Babcock, as well as gains/losses from foreign currency and asset sales. The $5.5 million year-over-year decrease was primarily the result of a reduction in earnings from Babcock our unconsolidated joint venture of approximately $4.8M during the year ended December 31, 2013.

Income taxes — Our effective tax rate consists of federal and state statutory rates, certain permanent differences and discrete items. The effective tax rate for the year ended December 31, 2013 was 13.1%, as compared to 126.75% for the year ended December 31, 2012. The effective tax rate for the year ended December 31, 2013 was driven primarily by the impact of the goodwill impairment as it relates to the pretax book loss compared to pretax book income in the prior year. See Note 4 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of income taxes.

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Results by Segment

The following tables set forth the revenue, both in dollars and as a percentage of our consolidated revenue, operating income and operating margin for our operating segments for the years ended December 31, 2014, December 31, 2013, and December 31, 2012. See Note 11 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.

	For the years ended
	December 31, 2014					December 31, 2013					December 31, 2012
(Amounts in thousands)	Revenue			% of Total Revenue		Revenue			% of Total Revenue		Revenue			% of Total Revenue
DynAviation (1)	$	1,204,417		53.5	%	$	1,373,635		41.8	%	$	1,338,514		33.1	%
DynLogistics (1)	1,045,200			46.4	%	1,920,715			58.4	%	2,709,469			67.0	%
Headquarters / Other (2)	2,692			0.1	%	(7,166		)	(0.2	)%	(3,708		)	(0.1	)%
Consolidated revenue	$	2,252,309		100.0	%	$	3,287,184		100.0	%	$	4,044,275		100.0	%
	Operating Loss			Loss Margin		Operating Income (Loss)			Profit (Loss) Margin		Operating Income (Loss)			Profit Margin
DynAviation (1)	$	(61,501	)	(5.1	)%	$	(194,701	)	(14.2	)%	$	105,327		7.9	%
DynLogistics (1)	(67,097		)	(6.4	)%	36,243			1.9	%	48,941			1.8	%
Headquarters / Other (3)	(91,348		)			(48,322		)			(58,385		)
Consolidated operating (loss) / income	$	(219,946	)			$	(206,780	)			$	95,883

(1) DynGlobal revenue and operating loss for the years ended December 31, 2014 and December 31, 2013 is included within DynAviation and DynLogistics due to the amended organizational structure. See Note 3 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of our organizational structure.

(2) Represents revenue earned on shared service arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments.

(3) Headquarters operating loss primarily relates to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers, partially offset by equity method investee income.

Results by Segment 2014 vs 2013

DynAviation

Revenue of $1,204.4 million decreased $169.2 million, or 12.3%, for the year ended December 31, 2014 compared to the year ended December 31, 2013. The change was primarily as a result of the decrease in demand resulting from the de-scoping of the INL-Air Wing program in Iraq in addition to a reduction in volume of certain task orders under the CFT and CNTPO programs, and the completion of the G222 and Columbus Support Division contracts. The decrease in revenue was partially offset by the MAISR program. Challenges to future revenue growth as a result of an increasingly competitive environment and delays in the government procurement environment could result in continued declines within the DynAviation segment.

Operating loss of $61.5 million for the year ended December 31, 2014 compared to the operating loss of $194.7 million for the year ended December 31, 2013 was primarily as a result of the goodwill impairment charge of $74.1 million on our goodwill associated with our Aviation and Air Wing reporting units, decrease in revenue discussed above, additional contract loss recorded during the third quarter of 2014 on a U.S. Air Force contract as we continue to see delays in resolving the contract dispute, and a change in contract mix on the TASM task order, moving under the AFM contract vehicle. See Note 3 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of the impairment. Operating loss as a percentage of revenue decreased to 5.1% for the year ended December 31, 2014 as compared to 14.2% for the year ended December 31, 2013.

In January 2015, the DoS issued a letter notifying us that our proposal on the recompete related to the INL Air Wing program was outside of the competitive range and would not be considered further for award. We requested and received a pre-award debriefing of the DoS' evaluation. We filed a protest with the U.S. Government Accountability Office (the "GAO") to challenge the decision by the DoS. In response to our protest, the DoS notified the GAO that is will take corrective action which will include a reconsideration of its evaluations of the recompete proposals, and a determination of whether discussions are necessary and, if so, it will make a new competitive range decision. The evaluation process is still underway and DoS has yet to award any part of the contract recompete. See Note 3 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.

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DynLogistics

Revenue of $1,045.2 million decreased $875.5 million, or 45.6%, for the year ended December 31, 2014 compared to the year ended December 31, 2013 primarily as a result of reductions in manning, materials and other direct costs under the AOR task order under the LOGCAP IV program. We are currently in negotiations with the LOGCAP IV customer to finalize our fee related to undefinitized work performed on LOGCAP IV. We are working with our customer to complete the contract actions that will allow us to bill and collect our receivables. If we cannot reach an agreement with the customer, we believe we have other avenues to pursue resolution, including the claims process. Additionally, revenue was impacted by de-scoping on the AMDP and CSTC-A contracts, lower volume on the CivPol task orders, as well as, the completion of the WPS program in Iraq. This decline was partially offset by revenue from programs including AFRICAP, the WRM II program, and the new task order for the Criminal Justice Program Support ("CJPS") in Haiti. As efforts in Afghanistan continue to decline and with the continued pressure on U.S. defense budgets, we expect our revenue for the DynLogistics segment to continue to decline in 2015.

Operating loss for the year ended December 31, 2014 was $67.1 million compared to operating income for the year ended December 31, 2013 of $36.2 million primarily due to the impairment charge of $90.7 million on our goodwill associated with our LSS reporting unit and declines in revenue as discussed above. See Note 3 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K further discussion of these impairments.

Results by Segment 2013 vs 2012

DynAviation

Revenue of $1,373.6 million increased $35.1 million, or 2.6%, for the year ended December 31, 2013 compared to the year ended December 31, 2012. The change was primarily the result of operations under new programs, including the National Aeronautics and Space Administration ("NASA") AMOS and T-6 COMBS contracts, as well as operations under new task orders awarded under the CFT program, including the 160th SOAR-A task order. Additionally, an increase in manning levels under the Theater Aviation Sustainment Management - Europe ("TASM-E") CFT task order, as well as increased demand under our Saudi Arabia programs contributed to the overall increase in revenue. These increases were partially offset by the reduction in demand under the INL-Air Wing program in Iraq and the decrease in volume as well as the cancellation or completion of certain other contracts.

Operating loss of $194.7 million for the year ended December 31, 2013 compared to the operating income of $105.3 million for the year ended December 31, 2012 was primarily the result of the impact of a goodwill impairment charge to the Air Operations reporting unit for the year ended December 31, 2013 as a result of declines in projected revenues for future years. See Note 3 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of the impairment. Additionally, we incurred cost to expand Heliworks, Inc. and recorded an unfavorable adjustment related to a customer contract dispute. Operating loss as a percentage of revenue decreased to 14.2% for the year ended December 31, 2013 as compared to 7.9% for the year ended December 31, 2012.

DynLogistics

Revenue of $1,920.7 million decreased $788.8 million, or 29.1%, for the year ended December 31, 2013 compared to the year ended December 31, 2012 primarily as a result of reductions in manning, materials and other direct costs under the Afghan Area of Responsibility ("AOR") task order under the LOGCAP IV program consistent with our expectation of reduced volume resulting from the continued drawdown of troops in Afghanistan. Additionally, revenue for the year ended December 31, 2013 was impacted by lower volume under the AMDP contract, the completion of the CivPol task order in Iraq, a reduction in the level of effort on our Navistar and Oshkosh Defense programs and the wind down of the Worldwide Protective Services ("WPS") task order in Iraq. The decline in revenue was partially offset by revenue from new programs including the Egyptian Personnel Support Services (“EPSS”) program, the Medium Tactical Vehicles ("MTV") program, the Evergreen program and the new task order for the Criminal Justice Program Support ("CJPS") in Haiti.

Operating income of $36.2 million decreased $12.7 million, or 25.9%, for the year ended December 31, 2013 compared to the year ended December 31, 2012 primarily as a result of the decline in revenue discussed above. The decline in operating income was partially offset by an increase in vehicle deliveries under the Palestinian Security Sector task order under the CivPol contract coupled with operations under the EPSS contract performing at higher margins than the overall contract mix in the prior year. Operating income was impacted in both comparable periods by goodwill impairments recorded for the Intelligence & Security and the Training & Mentoring reporting units, respectively. See Note 3 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of these impairments.

LIQUIDITY AND CAPITAL RESOURCES

Cash generated by operations and borrowings available under our Senior Secured Credit Facility ("Senior Credit Facility") are our primary sources of short-term liquidity (refer to Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements

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included elsewhere in this Annual Report on Form 10-K for more detail). We believe our cash flow from operations and our available borrowings will be adequate to meet our liquidity needs for the next twelve months. However, our cash flow from operations is heavily dependent upon billing and collection of our accounts receivable and access to our Revolver is dependent upon our meeting financial and non-financial covenants. At different periods throughout 2014, we have seen delays and other disruptions in the ability of our customers to make timely payments on our accounts receivable. Significant changes, such as a future government shutdown, further cuts mandated by sequestration or any other limitations in collections, significant future losses on any of our contracts or loss of our ability to access our Revolver, could materially impact liquidity and our ability to fund our working capital needs. Failure to meet covenant obligations could result in elimination of access to our Senior Credit Facility or other remedies by our Agent, such as the acceleration of our debt, which would materially affect our future expansion strategies and our ability to meet our operational obligations. See further discussion of our covenants in the Financing section below.

Our primary use of short-term liquidity includes debt service and working capital needs sufficient to pay for materials, labor, services and subcontractors prior to receiving payments from our customers. There can be no assurance that sufficient capital will continue to be available in the future or that we will be able to refinance our Senior Credit Facility at terms acceptable to us prior to its maturity in 2016. Although we operate internationally, virtually all of our cash is held by either U.S. entities or by foreign entities which are structured as pass through entities. As a result, we do not have significant risk associated with our ability to repatriate cash.

Management believes Days Sales Outstanding ("DSO") is an appropriate way to measure our billing and collections effectiveness. DSO measures the efficiency in collecting our receivables as of the period end date and is calculated based on average daily revenue for the most recent quarter and accounts receivable, net of customer advances, as of the balance sheet date. As of December 31, 2014 and December 31, 2013, DSO was 80 days compared to 69 days, primarily due to decline in revenue as well as timing of payment cycles relative to our year end by certain customers, including one prime contractor which has yet to pay the Company a portion of the receivable on a recently ended contract as well as fee receivable on undefinitized work related to our LOGCAP IV contract.

We will continue to focus on working capital management and growth in our business as we approach the maturity of our Senior Credit Facility on July 7, 2016. We expect cash to continue to be impacted by operational working capital needs, potential acquisitions and interest payments on the Senior Credit Facility and the Senior Unsecured Notes. Interest payments on the Senior Credit Facility are expected to be lower during calendar year 2015 as a result of the $90.0 million and $50.0 million in principal prepayments made during the years ended December 31, 2014 and December 31, 2013, respectively.

Cash Flow Analysis

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

	For the years ended
(Amounts in thousands)	December 31, 2014			December 31, 2013			December 31, 2012
Net cash provided by operating activities	$	25,377		$	137,502		$	144,190
Net cash used in investing activities	(4,674		)	(7,971		)	(12,163		)
Net cash used in financing activities	(97,544		)	(77,461		)	(83,457		)

Cash Flows - December 31, 2014 vs December 31, 2013

Operating Activities

Cash provided by operating activities during the year ended December 31, 2014 was $25.4 million as compared to cash provided by operating activities of $137.5 million during the year ended December 31, 2013. Cash provided by operations for the year ended December 31, 2014 was impacted by our net loss position excluding the impact of impairments, our change in working capital and by dividends received from equity method investees. Cash provided by operations for the year ended December 31, 2013 was the result of positive earnings before interest, taxes and depreciation & amortization ("EBITDA"), excluding the impact of impairment, coupled with working capital improvements resulting from the collection of accounts receivable partially offset by the utilization of prepaid expenses and cash expended to reduce accounts payable.

Investing Activities

Cash used in investing activities during the year ended December 31, 2014 was $4.7 million as compared to cash used in investing activities during the year ended December 31, 2013 of $8.0 million. Cash used in investing activities during the year

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ended December 31, 2014 was primarily due to the purchase of fixed assets and the investment in software partially offset by the return of capital from our Babcock joint venture. Cash used in investing activities during the year ended December 31, 2013 was primarily due to the purchase of fixed assets and the investment in software partially offset by the return of capital from our Babcock and CRS joint ventures.

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Financing Activities

Cash used in financing activities during the year ended December 31, 2014 was $97.5 million compared to $77.5 million of cash used in financing activities during the year ended December 31, 2013. Cash used in financing activities during the year ended December 31, 2014 was primarily the result the $90.0 million prepayment on the Term Loan as well as payments related to financed insurance. Cash used in financing activities during the year ended December 31, 2013 was primarily the result of payments related to financed insurance and a $50.0 million prepayment on the Term Loan.

Cash Flows - December 31, 2013 vs December 31, 2012

Operating Activities

Cash provided by operating activities during the year ended December 31, 2013 was $137.5 million as compared to cash provided by operating activities of $144.2 million during the year ended December 31, 2012. Cash provided by operations for the year ended December 31, 2013 was the result of positive earnings before interest, taxes and depreciation & amortization ("EBITDA"), excluding the impact of the impairment, coupled with working capital improvements resulting from the collection of accounts receivable partially offset by the utilization of prepaid expenses and cash expended to reduce accounts payable. Cash provided by operating activities during the year ended December 31, 2012 was primarily the result of growth in EBITDA, excluding the impact of impairment. In addition, working capital improvements and the release of restricted cash also benefited cash provided by operating activities.

Investing Activities

Cash used in investing activities during the year ended December 31, 2013 was $8.0 million as compared to cash used in investing activities during the year ended December 31, 2012 of $12.2 million. Cash used in investing activities during the year ended December 31, 2013 was primarily due to the purchase of fixed assets and the investment in software partially offset by the return of capital from our Babcock and CRS joint ventures. Cash used in investing activities during the year ended December 31, 2012 was primarily the result of the acquisition of Heliworks, Inc. and investments in fixed assets partially offset by the return of capital from our Partnership for Temporary Housing ("PaTH") joint venture.

Financing Activities

Cash used in financing activities during the year ended December 31, 2013 was $77.5 million compared to $83.5 million of cash used in financing activities during the year ended December 31, 2012. Cash used in financing activities during the year ended December 31, 2013 was primarily the result of payments related to financed insurance and a $50.0 million prepayment on the Term Loan. Cash used in financing activities during the year ended December 31, 2012 was primarily the result of a $90.0 million prepayment on our Term Loan partially offset by borrowings related to financed insurance.

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Financing

Long-term debt consisted of the following:

	Delta Tucker Holdings, Inc.
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Term loan	$	187,272	$	277,272
10.375% senior unsecured notes	455,000		455,000
Total long-term debt	$	642,272	$	732,272

In connection with the Merger on July 7, 2010, substantially all of DynCorp International's debt outstanding as of April 2, 2010 was repaid and replaced with new debt described below. The pre-Merger 9.5% Senior subordinated notes of $0.6 million matured and were paid in full on February 15, 2013. Due to principal prepayments made on our Term Loan in 2011, we have satisfied our responsibility to make quarterly principal payments through July 7, 2016.

The weighted-average interest rate as of December 31, 2014 and December 31, 2013 for our debt was 9.2% and 8.8%, respectively, excluding the impact of deferred financing fees. There were no interest rate hedges in place during the years ended December 31, 2014 and December 31, 2013.

Senior Credit Facility

In connection with the Merger, DynCorp International entered into a senior secured credit facility on July 7, 2010 (the "Senior Credit Facility"), with a banking syndicate and Bank of America, NA as Agent.

On June 19, 2013, we entered into a third amendment (the “Amendment”) to the Senior Credit Facility. The Amendment, among other things, amended the Senior Credit Facility to extend the maturity date of the revolving credit facility (the "Revolver") to July 7, 2016, increased the amount of the Revolver to $181.0 million and modified the maximum total leverage threshold test and certain other covenants.

On November 5, 2014, we entered into a Fourth Amendment to the Senior Credit Facility. The Fourth Amendment, among other things, (i) amended the Senior Credit Facility by modifying the financial maintenance covenants; (ii) reduced the amount of the Revolver credit commitments of the lenders consenting to the Fourth Amendment by 20%, which represented a reduction of approximately $36.2 million; (iii) amended the definition of Consolidated Net Income, as defined in the Senior Credit Facility, to exclude up to $35 million for a one-time charge during the three month period ended September 26, 2014 related to a certain U.S. Air Force contract; and (iv) waived compliance with the financial maintenance covenants with respect to the three month period ended September 26, 2014.

The Senior Credit Facility is secured by substantially all of our assets and is guaranteed by substantially all of our subsidiaries. As of December 31, 2014, the Senior Credit Facility provided for a $187.3 million term loan facility ("Term Loan") and a $144.8 million Revolver, which includes a $100.0 million letter of credit subfacility. As of December 31, 2014 and December 31, 2013, the available borrowing capacity under the Senior Credit Facility was approximately $108.1 million and $144.6 million, respectively, which allows for up to $36.7 million and $36.4 million in additional letters of credit, respectively. The maturity date on the Term Loan and Revolver is July 7, 2016. Amounts borrowed under our Revolver were used to fund operations. Refer to Note 7 further discussion of the Senior Credit Facility.

Interest Rates on Term Loan & Revolver

Both the Term Loan and Revolver bear interest at one of two options, based on our election, using either the (i) base rate ("Base Rate") plus an applicable margin or the (ii) London Interbank Offered Rate ("Eurocurrency Rate") plus an applicable margin. The applicable margin for the Term Loan is fixed at 3.5% for the Base Rate option or 4.5% for the Eurocurrency Rate option. The applicable margin for the Revolver ranges from 3.0% to 3.5% for the Base Rate option or 4.0% to 4.5% for the Eurocurrency option based on our outstanding Secured Leverage Ratio at the end of each quarter. The Secured Leverage Ratio is the ratio of total secured consolidated debt (net of up to $75.0 million of unrestricted cash and cash equivalents) to consolidated earnings before interest, taxes, and depreciation & amortization ("Consolidated EBITDA"), as defined in the Senior Credit Facility. Interest payments on both the Term Loan and Revolver are payable at the end of the interest period as defined in the Senior Credit Facility, but not less than quarterly.

The Base Rate is equal to the higher of (a) the Federal Funds Rate plus one half of one percent and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate; provided that in no event shall

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the Base Rate be less than 1.00% plus the Eurocurrency Rate applicable to one month interest periods on the date of determination of the Base Rate. The variable Base Rate has a floor of 2.75%.

The Eurocurrency Rate is the rate per annum equal to the British Bankers Association London Interbank Offered Rate ("BBA LIBOR") as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) two Business Days prior to the commencement of such interest period. The variable Eurocurrency rate has a floor of 1.75%.

As of December 31, 2014 and December 31, 2013, the applicable interest rates for outstanding balances under our Term Loan were 6.25% and 6.25%, respectively.

Interest Rates on Letter of Credit Subfacility and Unused Commitment Fees

The letter of credit subfacility bears interest at the applicable margin for Eurocurrency Rate loans, which ranges from 4.0% to 4.5%. The unused commitment fee on our Revolver ranges from 0.50% to 0.75% depending on the Secured Leverage Ratio, as defined in the Senior Credit Facility. Interest payments on both the letter of credit subfacility and unused commitments are payable quarterly in arrears. As of December 31, 2014 and December 31, 2013 the applicable interest rates for our letter of credit subfacility and our interest rates for our unused commitment fees were 4.00% and 4.25% and 0.50% and 0.50%, respectively, for both periods. All of our letters of credit are also subject to a 0.25% fronting fee.

Principal Payments

Our Credit Facility contains an annual requirement to use a portion of our Excess Cash Flow, as defined in the Credit Facility, to make additional principal payments. The first requirement was in 2012 based on annual financial results for the year ended December 31, 2012. Based on the principal payments we made during the years ended December 31, 2012 and December 31, 2013 we did not meet the threshold for an additional Excess Cash Flow payment. Additional principal payments could be required in future years based on net proceeds received from items such as tax refunds or disposition of assets or lines of business.

During the years ended December 31, 2014 and December 31, 2013, we made principal payments of $90.0 million and $50.0 million, respectively on the Term Loan facility. Pursuant to our Term Loan facility quarterly principal payments are required, however, the principal prepayments made in 2011 were applied to the future scheduled maturities and satisfied our responsibility to make quarterly principal payments through July 7, 2016.

Deferred financing costs of $1.4 million and $0.7 million, related to the various principal payments, were expensed and included in Loss on early extinguishment of debt in our consolidated statement of operations for the years ended December 31, 2014 and December 31, 2013, respectively. There were no penalties associated with the prepayments.

Covenants

The Senior Credit Facility contains financial, as well as non-financial, affirmative and negative covenants. These covenants can, among other things, limit our ability to:

• declare dividends and make other distributions;

• redeem or repurchase our capital stock;

• prepay, redeem or repurchase certain of our indebtedness;

• grant liens;

• make loans or investments (including acquisitions);

• incur additional indebtedness;

• modify the terms of certain debt;

• restrict dividends from our subsidiaries;

• change our business or business of our subsidiaries;

• merge or enter into acquisitions;

• sell our assets;

• enter into transactions with our affiliates; and

• make capital expenditures.

In addition, the Senior Credit Facility stipulates a maximum total leverage ratio, as defined in the Senior Credit Facility, and a minimum interest coverage ratio, as defined in the Senior Credit Facility, that must be maintained. The total leverage ratio is the Consolidated Total Debt, as defined in the Senior Credit Facility, less unrestricted cash and cash equivalents (up to $75.0 million) to Consolidated EBITDA, as defined in the Senior Credit Facility, for the applicable period.

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Effective with the Fourth Amendment, the maximum total leverage ratios are set forth below as follows:

Period Ending	Total Leverage Ratio
December 31, 2014	5.55 to 1.0
March 27, 2015	6.65 to 1.0
June 26, 2015	7.70 to 1.0
September 25, 2015	8.10 to 1.0
December 31, 2015	7.75 to 1.0
March 25, 2016	7.60 to 1.0
June 24, 2016	6.90 to 1.0
June 25, 2016 and thereafter	6.60 to 1.0

The interest coverage ratio is the ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined in the Senior Credit Facility. Effective with the Fourth Amendment, the interest coverage ratios are set forth below as follows:

Period Ending	Interest Coverage Ratio
December 31, 2014	1.05 to 1.0
March 25, 2016	1.15 to 1.0
June 24, 2016	1.20 to 1.0
June 25, 2016 and thereafter	1.30 to 1.0

For the years ended December 31, 2014 and December 31, 2013 we were in compliance with our financial maintenance covenants. Our requirement to be in compliance with the financial maintenance covenants for the three month period ended September 26, 2014 was waived per the Fourth Amendment and as such we are in compliance with the terms of our Senior Credit Facility.

The fair value of our borrowings under our Senior Credit Facility approximates 99.3% and 100.5% of the carrying amount based on quoted values as of December 31, 2014 and December 31, 2013, respectively.     

In the event we fail to comply with the covenants specified in the Senior Credit Facility and the Indenture governing our Senior Unsecured Notes, we may be in default.

Senior Unsecured Notes

On July 7, 2010, DynCorp International completed an offering of $455 million in aggregate principal of 10.375% senior unsecured notes (the "Senior Unsecured Notes"). The initial purchasers were Bank of America Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Deutsche Bank Securities Inc. The Senior Unsecured Notes were issued under an indenture dated July 7, 2010 (the "Indenture"), by and among us, the guarantors party thereto (the "Guarantors"), including DynCorp International, and Wilmington Trust FSB, as trustee. The Senior Unsecured Notes mature on July 1, 2017. Interest on the Senior Unsecured Notes commenced on January 1, 2011 and is payable on January 1 and July 1 of each year. The balance of our Senior Unsecured Notes was $455.0 million as of both December 31, 2014 and December 31, 2013.

The Senior Unsecured Notes contain various covenants that restrict our ability to:

• incur additional indebtedness;

• make certain payments, including declaring or paying certain dividends;

• purchase or retire certain equity interests;

• retire subordinated indebtedness;

• make certain investments;

• sell assets;

• engage in certain transactions with affiliates;

• create liens on assets;

• make acquisitions; and

• engage in mergers or consolidations.

The aforementioned restrictions are considered to be in place unless we achieve investment grade ratings from both Moody's Investor Service, Inc. as well as Standard Poor's Rating Service.

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We can redeem the Senior Unsecured Notes, in whole or in part, at defined call prices, plus accrued interest through the redemption date. The Indenture requires us to repurchase the Senior Unsecured Notes at defined prices in the event of certain specified triggering events, including certain asset sales and change of control events. The fair value of the Senior Unsecured Notes is based on their quoted market value. As of December 31, 2014 and December 31, 2013, the quoted market value of the Senior Unsecured Notes was approximately 82.0% and 103.0%, respectively, of stated value.

We or our affiliates may, from time to time, purchase our Senior Unsecured Notes. Any such future purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as we or any such affiliates may determine.

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Contractual Commitments

The following table represents our contractual commitments associated with our debt and other obligations as of December 31, 2014:

	Calendar Years (1)
(Amounts in thousands)	2015		2016		2017		2018		2019		Thereafter		Total
Term Loan (2)	$	—	$	187,272	$	—	$	—	$	—	$	—	$	187,272
Senior Unsecured Notes	—		—		455,000		—		—		—		455,000
Interest on indebtedness (3)	59,073		53,351		23,603		—		—		—		136,027
Operating leases (4)	30,515		15,225		12,474		9,060		4,225		13,911		85,410
Liability on uncertain tax positions(5)	7,999		—		—		—		—		—		7,999
Total contractual obligations	$	97,587	$	255,848	$	491,077	$	9,060	$	4,225	$	13,911	$	871,708

(1) As of December 31, 2014, there were no amounts outstanding under our Revolver.

(2) Due to principal prepayments made on our Term Loan during the year ended December 30, 2011, we have satisfied our responsibility to make quarterly principal payments through July 7, 2016. Amounts above exclude such future mandatory principal payments due to excess cash flow requirements. See Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of the payments.

(3) Represents interest expense calculated using interest rates of: (i) 10.375% for our Senior Unsecured Notes, (ii) 6.25% for our Term Loan, (iii) 4.00% for our Letters of Credit currently outstanding and (iv) 0.75% for the unused borrowing capacity available under our Revolver.

(4) For additional information about our operating leases, see Note 8 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

(5) Represents the estimated payments related to the unrecognized tax benefits for the respective year. See Note 4 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.

Non-GAAP Measures

We define EBITDA as GAAP net (loss) income attributable to Delta Tucker Holdings, Inc. adjusted for interest expense, taxes and depreciation and amortization. Adjusted EBITDA is calculated by adjusting EBITDA for the items described in the table below. We use EBITDA and Adjusted EBITDA as supplemental measures in the evaluation of our business and believe that EBITDA and Adjusted EBITDA provide a meaningful measure of operational performance on a consolidated basis because it eliminates the effects of period to period changes in taxes, costs associated with capital investments and interest expense and is consistent with one of the measures we use to evaluate management’s performance for incentive compensation. In addition, all adjustments to arrive at Adjusted EBITDA as presented in the table below correspond to the definition of Consolidated EBITDA used in the Senior Secured Credit Facilities and the definition of EBITDA used in the Indenture governing the Senior Unsecured Notes to test the permissibility of certain types of transactions, including debt incurrence. Neither EBITDA nor Adjusted EBITDA is a financial measure calculated in accordance with GAAP. Accordingly, they should not be considered in isolation or as substitutes for net (loss) income attributable to Delta Tucker Holdings, Inc./Predecessor or other financial measures prepared in accordance with GAAP.

Management believes these non-GAAP financial measures are useful in evaluating operating performance and are regularly used by security analysts, institutional investors and other interested parties in reviewing the Company. Non-GAAP financial measures are not intended to be a substitute for any GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of the performance of other companies. When evaluating EBITDA and Adjusted EBITDA, investors should consider, among other factors, (i) increasing or decreasing trends in EBITDA and Adjusted EBITDA, (ii) whether EBITDA and Adjusted EBITDA have remained at positive levels historically, and (iii) how EBITDA and Adjusted EBITDA compare to our debt outstanding. The non-GAAP measures of EBITDA and Adjusted EBITDA do have certain limitations. They do not include interest expense, which is a necessary and ongoing part of our cost structure resulting from the incurrence of debt. EBITDA and Adjusted EBITDA also exclude tax, depreciation and amortization expenses. Because these are material and recurring items, any measure, including EBITDA and Adjusted EBITDA, which excludes them has a material limitation. To mitigate these limitations, we have policies and procedures in place to identify expenses that qualify as interest, taxes, loss on debt extinguishments and depreciation and amortization and to approve and segregate these expenses from other expenses to ensure that EBITDA and Adjusted EBITDA are consistently reflected from period to period. Our calculation of EBITDA and Adjusted EBITDA may vary from that of other companies. Therefore, our EBITDA and Adjusted EBITDA presented may not be comparable to similarly titled measures of other companies. EBITDA and Adjusted EBITDA do not give effect to the cash we must use to service our debt or pay income taxes and thus does not reflect the funds generated from operations or actually available for capital investments.

42

	Delta Tucker Holdings, Inc.
	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amount in thousands)	(unaudited)
Net loss attributable to Delta Tucker Holdings, Inc.	$	(269,780	)	$	(253,736	)	$	(8,937	)
(Benefit) Provision for income tax	(20,570		)	(37,461		)	15,598
Interest expense, net of interest income	70,562			78,669			86,155
Depreciation and amortization(1)	49,707			50,279			51,814
EBITDA	(170,081		)	(162,249		)	144,630
Non-recurring or unusual gains or losses or income or expenses and non-cash impairments (2)	255,613			323,930			54,354
Employee non-cash compensation, severance, and retention expense (3)	9,531			6,444			1,381
Management fees (4)	2,415			1,899			1,075
Acquisition accounting items (5)	2,263			(4,146		)	(4,195		)
Annualized operational efficiencies (6)	8,828			11,798			—
Other (7)	447			2,779			(975		)
Adjusted EBITDA	$	109,016		$	180,455		$	196,270

(1) Amount includes certain depreciation and amortization amounts which are classified as Cost of services in the consolidated statements of operations of Delta Tucker Holdings, Inc. included elsewhere in this Annual Report on Form 10-K.

(2) Includes the impairment of goodwill within the LSS, Aviation and Air Wing reporting units, the impairment of customer-relationship intangibles and indefinite-lived tradename, a one-time charge related to a certain contract of $35 million as defined in the Fourth Amendment to the Senior Credit Facility, as well as certain unusual income and expense items, as defined in the Indenture and Senior Credit Facility. See Note 3 and Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

(3) Includes post-employment benefit expense related to severance in accordance with ASC 712 - Compensation, relocation expenses and share based compensation expense.

(4) Amount includes Cerberus Operations and Advisory Company management fees.

(5) Includes costs incurred pursuant to ASC 805 - Business Combination.

(6) Represents a defined EBITDA adjustment under our debt agreements for the amount of cost savings, operating expense reductions and synergies projected as a result of specified actions taken or with respect to which substantial steps have been taken during the period.

(7) Includes changes due to fluctuations in foreign exchange rates, earnings from affiliates not received in cash and other immaterial items.

Off-Balance Sheet Arrangements

As of December 31, 2014, we did not have any material off-balance sheet arrangements as defined under SEC rules.

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 periods of performance. The majority of our contracts are cost-reimbursable type contracts, which consequently, eliminate the impact of inflation. Costs and revenue include an inflationary increase that commensurates with the general economy in which we operate. As such, Net (loss) income attributable to Delta Tucker Holdings, Inc. or our Predecessor has not been materially impacted by inflation.

Critical Accounting Policies and Estimates

The process of preparing financial statements in conformity with GAAP requires the use of estimates and assumptions to determine reported amounts of certain assets, liabilities, revenues and expenses and the disclosure of related contingent assets and liabilities. These estimates and assumptions are based on information available at the time of the estimates or assumptions, including our historical experience, where relevant. Significant estimates and assumptions are reviewed quarterly by management. The evaluation process includes a thorough review of key estimates and assumptions used in preparing our financial statements. Because of the uncertainty of factors surrounding the estimates, assumptions and judgments used in the preparation of our financial statements, actual results may materially differ from the estimates.

43

Our critical accounting policies and estimates are those policies and estimates that are both most important to our financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a summary of all of our significant accounting policies, see Note 1. Management discusses our critical accounting policies and estimates with the Audit Committee of our Board of Directors annually.

Revenue Recognition and Cost Estimation on Long-Term Contracts

General - We are predominantly a services provider and only include products or systems when necessary for the execution of the service arrangement. As such, systems, equipment or materials are not generally separable from the services we provide. Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the customer, the sales price is fixed or determinable (for non-U.S. government contracts) or costs are identifiable, determinable, reasonable and allowable (for our U.S. government contracts), and collectability is reasonably assured (for non-U.S. government contracts) or a reasonable contractual basis for recovery exists (for U.S. government contracts). We apply the appropriate guidance consistently to similar contracts.

Major factors we consider in determining total estimated revenue and cost include the base contract price, contract options, change orders (modifications of the original contract), back charges and claims, and contract provisions for penalties, award fees and performance incentives. All of these factors and other special contract provisions are evaluated throughout the life of our contracts when estimating total contract revenue under the percentage-of-completion or proportional methods of accounting. We inherently have risks related to our estimates with long-term contracts. Actual amounts could materially differ from these estimates. We believe the following are inherent to the risk of estimation: (i) assumptions are uncertain and inherently judgmental at the time of the estimate; (ii) use of reasonably different assumptions could have changed our estimates, particularly with respect to estimates of contract revenues, costs and recoverability of assets, and (iii) changes in estimates could have material effects on our financial condition or results of operations. The impact of all of these factors could contribute to a material cumulative adjustment.

Some of our contracts with the U.S. government contain award or incentive fees. We recognize award or incentive fee revenue when we can make reasonably determinable estimates of award or incentive fees to consider them in determining total estimated contract revenue. We do not consider the mere existence of potential award or incentive fee as presumptive evidence that award or incentive fees are to be automatically included in determining total estimated revenue. In some cases, we may not be able to reliably predict whether performance targets will be met, and as a result, we exclude the award or incentive fees from the determination of total revenue in such instances. Our estimate of award or incentive fees may require adjustments from time to time.         

We expense pre-contract costs as incurred for an anticipated contract until the contract is awarded. Throughout the life of the contract, indirect costs, including general and administrative costs, are expensed as incurred. Management regularly reviews project profitability and underlying estimates, including total cost to complete a project. For each project, estimates for total project costs are based on such factors as a project's contractual requirements and management's assessment of current and future pricing, economic conditions, political conditions and site conditions. Estimates can be impacted by such factors as additional requirements from our customers, a change in labor markets impacting the availability or cost of a skilled workforce, regulatory changes both domestically and internationally, political unrest or security issues at project locations. Revisions to estimates are reflected in our results of operations as changes in accounting estimates in the periods in which the facts that give rise to the revisions become known by management. See aggregate changes in contract estimates in Note 1 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We believe long-term contracts, contracts in a loss position and contracts with material award or incentive fees drive the significant potential changes in estimates in our contracts. These estimates are reviewed and assessed quarterly and could result in favorable or unfavorable adjustments.

Federal Government Contracts — For all non-construction and non-software U.S. federal government contracts or contract elements, we apply the guidance in ASC 912 - Contractors - Federal Government. We apply the combination and segmentation guidance in ASC 605-35 Revenue - Construction-Type and Production-Type Contracts under the guidance of ASC 912 in analyzing the deliverables contained in the applicable contract to determine appropriate profit centers. Revenue is recognized by profit center using the percentage-of-completion method or completed-contract method. The completed-contract method is used when reliable estimates cannot be supported for percentage-of-completion method recognition or for short duration projects when the results of operations would not vary materially from those resulting from use of the percentage-of-completion method. Until complete, project costs may be maintained in work-in-progress, a component of inventory.

Revenue is recognized based on progress towards completion over the contract period, measured by either output or input methods appropriate to the services or products provided. For example, "output measures" can include units delivered or produced, such as aircraft for which modification has been completed. "Input measures" can include a cost-to-cost method, such as for procurement-related services.

44

Other Contracts or Contract Elements — Our contracts with non-federal government customers are predominantly service arrangements. Multiple-element arrangements involve multiple obligations in various combinations to perform services, deliver equipment or materials, grant licenses or other rights, or take certain actions. We evaluate all deliverables in an arrangement to determine whether they represent separate units of accounting. Arrangement consideration is allocated among the separate units of accounting based on the guidance applicable for the multiple-element arrangements. For arrangements that are entered into or materially modified after January 1, 2011, arrangement considerations are allocated to those identified as multiple-element arrangements based on their relative selling price. Relative selling price is established through VSOE, third-party evidence, or management's best estimate of selling price. Due to the customized nature of our arrangements, VSOE and third-party evidence is generally not available, and therefore, relative selling price is generally allocated to multiple-element arrangements utilizing management's best estimate of selling price.

Deferred Taxes, Tax Valuation Allowances and Tax Reserves

Our income tax expense, deferred tax assets and liabilities and reserves for uncertain tax positions reflect management's best estimate of future taxes to be paid. We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense. Income tax expense is the amount of tax payable for the period net of the change in deferred tax assets and liabilities during the period.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, we develop assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses.

In evaluating the realizability of our deferred tax assets, we assess the need for any related valuation allowances or adjust the amount of any allowances, if necessary. Valuation allowances are recognized to reduce the carrying value of deferred tax assets to amounts that we expect are more-likely-than-not to be realized. We assess both positive and negative evidence including the existence of a three year cumulative loss, forecast of future taxable income, and available tax planning strategies that could be implemented to realize the net deferred tax assets in determining the need for or sufficiency of a valuation allowance. Failure to achieve forecasted taxable income in the applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in our effective tax rate on future earnings. Implementation of different tax structures in certain jurisdictions could also impact the need for certain valuation allowances.

The amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities, which often result in potential assessments. Significant judgment is required in determining income tax provisions and evaluating tax positions. We establish reserves for open tax years for uncertain tax positions that may be subject to challenge by various tax authorities. The consolidated tax provision and related accruals include the impact of such reasonably estimable losses and related interest and penalties as deemed appropriate.

Under ASC 740 - Income Taxes, we may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information.

ASC 740 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

We believe we have adequately provided for any reasonably foreseeable outcome related to these matters, and our future results may include favorable or unfavorable adjustments to our estimated tax liabilities. To the extent that the expected tax outcome of these matters changes, such changes in estimate will impact the income tax provision in the period in which such determination is made.

45

Valuation of Goodwill, Other Intangible Assets and Long-Lived Assets

In accordance with ASC 350-20 - Intangibles - Goodwill and Other, we evaluate goodwill and other intangible assets for impairment annually and when an event occurs or circumstances change to suggest that the carrying value may not be recoverable. We perform our annual goodwill impairment test each October of our calendar year. We also assess goodwill at the end of a quarter if a triggering event occurs. In determining whether an interim triggering event has occurred, management monitors (i) the actual performance of the business relative to the fair value assumptions used during our annual goodwill impairment test, (ii) and significant changes to future expectations.

We estimate a portion of the fair value of our reporting units under the income approach by utilizing a discounted cash flow model based on several factors including balance sheet carrying values, historical results, our most recent forecasts, and other relevant quantitative and qualitative information. We discount the related cash flow forecasts using the weighted-average cost of capital at the date of evaluation. We also use the market approach to estimate the remaining portion of our reporting unit valuation. This technique utilizes comparative market multiples in the valuation estimate. We estimate the fair value of our reporting units using a combination of the income approach and the market approach. While the income approach has the advantage of utilizing more company specific information, the market approach has the advantage of capturing market based transaction pricing.

Determining the fair value of a reporting unit or an indefinite-lived intangible asset involves judgment and the use of significant estimates and assumptions, particularly related to future operating results and cash flows. These estimates and assumptions include, but are not limited to, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and identification of appropriate market comparable data. Preparation of forecasts and the selection of the discount rate involve significant judgments that we base primarily on existing firm orders, expected future orders, and general market conditions. Significant changes in these forecasts, the discount rate selected, or the weighting of the income and market approach could affect the estimated fair value of one or more of our reporting units and could result in a goodwill and other intangible assets impairment charge in a future period.

The goodwill for each reporting unit is tested using a two-step process. A reporting unit is an operating segment or a component of an operating segment, as defined by ASC 350-20 - Intangibles - Goodwill. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and is reviewed by operating segment management.The first step in the process of testing goodwill for potential impairment is to compare the carrying value of the reporting unit to its fair value. If upon completion of the analysis, the carrying value exceeds the fair value, the second step is to measure the impairment loss by comparing the implied fair value of goodwill with the carrying value of goodwill of the reporting unit.

Impairment losses for indefinite-lived intangible assets are recognized whenever the estimated fair value is less than the carrying value. Fair values are calculated for trademarks using a "relief from royalty" method, which estimates the fair value of a trademark by determining the present value of estimated royalty payments that are avoided as a result of owning the trademark. This method includes judgmental assumptions about revenue growth, an appropriate royalty rate, and discount rates that have a significant impact on the fair value and are substantially consistent with the assumptions used to determine the fair value of our reporting units discussed above.

The recoverability of long-lived assets, including property, plant and equipment and finite-lived intangible assets, is reviewed when indicators of potential impairments are present. The recoverable value is based upon an assessment of the estimated future cash flows related to those assets, utilizing assumptions similar to those for goodwill. Additional considerations related to our long-lived assets include expected maintenance and improvements, changes in expected uses and ongoing operating performance and utilization. An impairment loss is recognized if the asset value is not determined to be recoverable. See Note 3for further discussion.

Commitments and Contingencies

We are involved in various lawsuits and claims that arise in the normal course of business. Amounts associated with lawsuits and claims are reserved for matters in which it is believed that losses are probable and can be reasonably estimated. Reserves related to such matters have been recorded in "Other accrued liabilities." When only a range of amounts is established and no amount within the range is more probable than another, the lower end of the range is recorded. Legal fees are expensed as incurred.

Recent Accounting Pronouncements

The information regarding recent accounting pronouncements is included in Note 1 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

46

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our exposure to market risk is primarily related to losses that could potentially arise as a result of adverse changes in interest and foreign currency exchange rates. See "Item 1A. Risk Factors" for further discussion of the market risks we may encounter.

Interest Rate Risk

We have interest rate risk primarily related to changes in interest rates on our variable rate debt. We manage our exposure to movements in interest rates through the use of a combination of fixed and variable rate debt. As of December 31, 2014, we had 70.8% of our debt at a fixed rate and 29.2% at a variable rate. Our 10.375% senior notes represent our fixed rate debt, which totaled $455 million as of December 31, 2014. Our Term Loan and Revolver represent our variable rate debt. As of December 31, 2014, the balance of our Term Loan was $187.3 million and we had no borrowings under the Revolver. Borrowings under our variable rate debt bear interest, based on our option, at a rate per annum equal to LIBOR, plus the applicable rate or the Base Rate plus the applicable rate. Both the Term Loan and the Revolver have an interest rate floor of 1.75% for LIBOR borrowings and 2.75% for Base Rate borrowings. The Term Loan interest rate at December 31, 2014 was made up of a 4.50% fixed applicable rate plus a 1.75% floor totaling 6.25%. If LIBOR increases over 1.75% and we continue to have no outstanding Revolver borrowings, each 25 basis point increase would result in $0.5 million in additional interest expense annually. See Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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 foreign currency exchange rate fluctuations. The functional currency of certain foreign operations is the local currency. 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 in Accumulated other comprehensive (loss) income. Our foreign currency transactions were not material for the years ended December 31, 2014 and December 31, 2013, respectively.

47

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Delta Tucker Holdings, Inc.
Report of Independent Registered Public Accounting Firm	49
Consolidated Statements of Operations	50
Consolidated Statements of Comprehensive Loss	51
Consolidated Balance Sheets	52
Consolidated Statements of Cash Flows	53
Consolidated Statements of Equity (Deficit)	54
Notes to Consolidated Financial Statements of Delta Tucker Holdings, Inc.	55
Financial Statement Schedules
Schedule I - Condensed Financial Information of Registrant	99
Schedule II - Valuation and Qualifying Accounts	100

48

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholder of

Delta Tucker Holdings, Inc.

McLean, Virginia

We have audited the accompanying consolidated balance sheets of Delta Tucker Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2014 and December 31, 2013, and the related consolidated statements of operations, comprehensive loss, cash flows, and equity (deficit) for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the 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.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Delta Tucker Holdings, Inc. and subsidiaries as of December 31, 2014 and December 31, 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP

Fort Worth, Texas

March 31, 2015

49

DELTA TUCKER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Revenue	$	2,252,309		$	3,287,184		$	4,044,275
Cost of services	(2,072,865		)	(2,987,253		)	(3,698,932		)
Selling, general and administrative expenses	(146,881		)	(149,925		)	(149,362		)
Depreciation and amortization expense	(48,582		)	(48,628		)	(50,260		)
Earnings from equity method investees	10,077			4,570			825
Impairment of goodwill, intangibles and long lived assets	(214,004		)	(312,728		)	(50,663		)
Operating (loss) income	(219,946		)	(206,780		)	95,883
Interest expense	(70,783		)	(78,826		)	(86,272		)
Loss on early extinguishment of debt	(1,362		)	(703		)	(2,094		)
Interest income	221			157			117
Other income (expense), net	3,680			(810		)	4,672
(Loss) income before income taxes	(288,190		)	(286,962		)	12,306
Benefit (provision) for income taxes	20,570			37,461			(15,598		)
Net loss	(267,620		)	(249,501		)	(3,292		)
Noncontrolling interests	(2,160		)	(4,235		)	(5,645		)
Net loss attributable to Delta Tucker Holdings, Inc.	$	(269,780	)	$	(253,736	)	$	(8,937	)

See notes to consolidated financial statements

50

DELTA TUCKER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Net loss	$	(267,620	)	$	(249,501	)	$	(3,292	)
Other comprehensive (loss), net of tax:
Foreign currency translation adjustment	(131		)	(437		)	225
Other comprehensive (loss) income , before tax	(131		)	(437		)	225
Income tax (expense) benefit related to items of other comprehensive income	47			157			(83		)
Other comprehensive (loss) income	(84		)	(280		)	142
Comprehensive loss	(267,704		)	(249,781		)	(3,150		)
Comprehensive loss attributable to noncontrolling interests	(2,160		)	(4,235		)	(5,645		)
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	$	(269,864	)	$	(254,016	)	$	(8,795	)

See notes to consolidated financial statements

51

DELTA TUCKER HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	As of
	December 31, 2014			December 31, 2013
(Amounts in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	94,004		$	170,845
Restricted cash	707			1,659
Accounts receivable, net of allowances of $4,736 and $1,621, respectively	448,496			577,136
Prepaid expenses and other current assets	74,200			124,510
Total current assets	617,407			874,150
Long-term restricted cash	952			—
Property and equipment, net	23,786			24,120
Goodwill	128,888			293,767
Tradenames, net	28,762			43,464
Other intangibles, net	149,480			225,239
Long-term deferred taxes	5,696			—
Other assets, net	27,516			39,181
Total assets	$	982,487		$	1,499,921
LIABILITIES
Current liabilities:
Accounts payable	$	146,546		$	193,146
Accrued payroll and employee costs	93,707			114,334
Deferred income taxes	31,477			30,965
Accrued liabilities	130,026			200,533
Income taxes payable	4,424			14,020
Total current liabilities	406,180			552,998
Long-term debt	642,272			732,272
Long-term deferred taxes	—			17,359
Other long-term liabilities	11,312			7,632
Total liabilities	1,059,764			1,310,261
EQUITY
Common stock, $0.01 par value – 1,000 shares authorized and 100 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively.	—			—
Additional paid-in capital	552,894			549,581
Accumulated deficit	(635,379		)	(365,599		)
Accumulated other comprehensive loss	(281		)	(197		)
Total (deficit) equity attributable to Delta Tucker Holdings, Inc.	(82,766		)	183,785
Noncontrolling interests	5,489			5,875
Total (deficit) equity	(77,277		)	189,660
Total liabilities and (deficit) equity	$	982,487		$	1,499,921

See notes to consolidated financial statements

52

DELTA TUCKER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Cash flows from operating activities
Net loss	$	(267,620	)	$	(249,501	)	$	(3,292	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	49,707			50,279			51,814
Amortization of deferred loan costs	6,129			6,827			7,698
Allowance for losses on accounts receivable	3,182			465			(112		)
Loss on early extinguishment of debt, net	1,362			703			2,094
Loss on impairment of goodwill, intangibles and long-lived assets	214,004			312,728			50,663
Earnings from equity method investees	(12,368		)	(3,737		)	(4,767		)
Distributions from equity method investees	9,739			7,569			3,438
Deferred income taxes	(22,650		)	(61,538		)	8,611
Stock based compensation	3,184			490			—
Other	275			(368		)	(4,583		)
Changes in assets and liabilities:
Restricted cash	—			—			9,114
Accounts receivable	125,458			203,012			(26,143		)
Prepaid expenses and other current assets	40,650			(41,656		)	2,826
Accounts payable and accrued liabilities	(124,964		)	(91,328		)	40,201
Income taxes payable	(711		)	3,557			6,628
Net cash provided by operating activities	25,377			137,502			144,190
Cash flows from investing activities
Purchase of property and equipment, net	(8,712		)	(7,628		)	(5,528		)
Proceeds from sale of property, plant, and equipment	44			182			25
Heliworks acquisition, net of cash acquired	—			—			(11,746		)
Purchase of software	(1,631		)	(2,718		)	(2,590		)
Return of capital from equity method investees	5,625			2,223			9,154
Contributions to equity method investees	—			(30		)	(1,478		)
Net cash used in investing activities	(4,674		)	(7,971		)	(12,163		)
Cash flows from financing activities
Borrowings on long-term debt	118,000			745,900			325,000
Payments on long-term debt	(208,000		)	(796,537		)	(415,000		)
Payments of deferred financing cost	(1,740		)	(2,139		)	—
Borrowings under other financing arrangements	20,214			9,431			62,580
Payments under other financing arrangements	(24,321		)	(29,734		)	(53,918		)
Payment of dividends to noncontrolling interests	(1,697		)	(4,382		)	(2,119		)
Net cash used in financing activities	(97,544		)	(77,461		)	(83,457		)
Net (decrease) increase in cash and cash equivalents	(76,841		)	52,070			48,570
Cash and cash equivalents, beginning of period	170,845			118,775			70,205
Cash and cash equivalents, end of period	$	94,004		$	170,845		$	118,775
Income taxes paid, net of receipts	$	(4,601	)	$	(13,874	)	$	(1,316	)
Interest paid	$	(65,045	)	$	(71,875	)	$	(75,196	)

See notes to consolidated financial statements

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DELTA TUCKER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(Amounts in thousands)	Common Stock			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income			Total Equity (Deficit) Attributable to Delta Tucker Holdings, Inc.			Noncontrolling Interests			Total Equity (Deficit)
Balance at December 30, 2011	—	$	—	$	550,951		$	(102,926	)	$	(59	)	$	447,966		$	5,186		$	453,152
Comprehensive loss attributable to Delta Tucker Holdings, Inc.				—			(8,937		)	142			(8,795		)	5,645			(3,150		)
Distribution to affiliates of Parent				(1,998		)	—			—			(1,998		)	696			(1,302		)
DIFZ financing, net of tax				369			—			—			369			—			369
Dividends declared to noncontrolling interests				—			—			—			—			(3,315		)	(3,315		)
Balance at December 31, 2012	—	$	—	$	549,322		$	(111,863	)	$	83		$	437,542		$	8,212		$	445,754
Stock compensation				490			—			—			490			—			490
Comprehensive loss attributable to Delta Tucker Holdings, Inc.				—			(253,736		)	(280		)	(254,016		)	4,235			(249,781		)
DIFZ financing, net of tax				(231		)	—			—			(231		)	—			(231		)
Dividends declared to noncontrolling interest				—			—			—			—			(6,572		)	(6,572		)
Balance at December 31, 2013	—	$	—	$	549,581		$	(365,599	)	$	(197	)	$	183,785		$	5,875		$	189,660
Stock compensation				3,184			—			—			3,184			—			3,184
Comprehensive loss attributable to Delta Tucker Holdings, Inc.				—			(269,780		)	(84		)	(269,864		)	2,160			(267,704		)
DIFZ financing, net of tax				129			—			—			129			—			129
Dividends declared to noncontrolling interest				—			—			—			—			(2,546		)	(2,546		)
Balance at December 31, 2014	—	$	—	$	552,894		$	(635,379	)	$	(281	)	$	(82,766	)	$	5,489		$	(77,277	)

See notes to consolidated financial statements

54

DELTA TUCKER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014, December 31, 2013 and December 31, 2012

Note 1 — Significant Accounting Policies and Accounting Developments

Unless the context otherwise indicates, references herein to "we," "our," "us," or "the Company" refer to Delta Tucker Holdings, Inc. and our consolidated subsidiaries. The Company was incorporated in the state of Delaware on April 1, 2010. On July 7, 2010, DynCorp International Inc. ("DynCorp International") completed a merger with Delta Tucker Sub, Inc., a wholly owned subsidiary of the Company. Pursuant to the Agreement and Plan of Merger dated as of April 11, 2010, Delta Tucker Sub, Inc. merged with and into DynCorp International, with DynCorp International becoming the surviving corporation and a wholly-owned subsidiary of the Company (the "Merger"). Holders of DynCorp International’s stock received $17.55 in cash for each outstanding share and since Cerberus indirectly owns all of our outstanding equity, DynCorp International’s stock is no longer publicly traded as of the Merger.

These consolidated financial statements have been prepared, pursuant to accounting principles generally accepted in the United States of America ("GAAP").

Fiscal Year

The Company's quarterly periods end on the last Friday of the calendar quarter, except for the fourth quarter of the fiscal year, which ends on December 31. These financial statements reflect our financial results for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Principles of Consolidation

The consolidated financial statements include the accounts of both our domestic and foreign subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has investments in joint ventures that are variable interest entities ("VIEs"). The VIE investments are accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810 — Consolidation. In cases where the Company has (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant or the right to receive benefits from the entity that could potentially be significant to the VIE, the Company consolidates the entity. Alternatively, in cases where all of the aforementioned criteria are not met, the investment is accounted for under the equity method.

The Company classifies its equity method investees in two distinct groups based on management’s day-to-day involvement in the operations of each entity and the nature of each joint venture’s business. If the joint venture is deemed to be an extension of one of our segments and operationally integral to the business, our share of the joint venture’s earnings is reported within operating income in Earnings from equity method investees in the consolidated statement of operations. If the Company considers our involvement less significant, the share of the joint venture’s net earnings is reported in Other income, net in the consolidated statement of operations.

Economic rights in active joint ventures that are operationally integral are indicated by the ownership percentages in the table listed below.

Partnership for Temporary Housing LLC ("PaTH")	30	%
Contingency Response Services LLC ("CRS")	45	%
Global Response Services LLC ("GRS")	51	%
Global Linguist Solutions LLC ("GLS")	51	%

Economic rights in an active joint venture that the Company does not consider operationally integral are indicated by the ownership percentage in the table listed below.

Babcock DynCorp Limited ("Babcock") 44 %

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Noncontrolling Interests

We record the impact of our partners' interests in less than wholly owned consolidated joint ventures as noncontrolling interests. Currently, DynCorp International FZ-LLC ("DIFZ") is our only consolidated joint venture for which we do not own 100% of the entity. In March 2012, we entered into a non-cash dividend distribution transaction with Cerberus Series Four Holdings, LLC and Cerberus Partners II, L.P., in which we distributed half of our 50% ownership in DIFZ. We now hold 25% ownership interest in DIFZ. We continue to consolidate DIFZ as we still exercise power over activities that significantly impact DIFZ’s economic performance and have the obligation to absorb losses or receive benefits of DIFZ that could potentially be significant to DIFZ. Noncontrolling interests is presented on the face of the consolidated statements of operations as an increase or reduction in arriving at "Net (loss) income attributable to Delta Tucker Holdings, Inc." Noncontrolling interests is located in the equity section on the consolidated balance sheets. See Note 12 for further information regarding DIFZ.

Revenue Recognition and Cost Estimation on Long-Term Contracts

General - We are predominantly a services provider and only include products or systems when necessary for the execution of the service arrangement. As such, systems, equipment or materials are not generally separable from the services we provide. Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the customer, the sales price is fixed or determinable (for non-U.S. government contracts) or costs are identifiable, determinable, reasonable and allowable (for our U.S. government contracts), and collectability is reasonably assured (for non-U.S. government contracts) or a reasonable contractual basis for recovery exists (for U.S. government contracts). Our contracts typically fall into the following two categories with the first representing substantially all of our revenue: (i) federal government contracts and (ii) other contracts. We apply the appropriate guidance consistently to all contracts.

Major factors we consider in determining total estimated revenue and cost include the base contract price, contract options, change orders (modifications of the original contract), back charges and claims, and contract provisions for penalties, award fees and performance incentives. All of these factors and other special contract provisions are evaluated throughout the life of our contracts when estimating total contract revenue under the percentage-of-completion or proportional methods of accounting. We inherently have risks related to our estimates with long-term contracts. Actual amounts could materially differ from these estimates. We believe the following are the risks associated with our estimation process: (i) assumptions are uncertain and inherently judgmental at the time of the estimate; (ii) use of reasonably different assumptions could have changed our estimates, particularly with respect to estimates of contract revenues, costs and recoverability of assets, and (iii) changes in estimates could have material effects on our financial condition or results of operations. The impact of any one of these factors could contribute to a material cumulative adjustment.

Some of our contracts with the U.S. government contain award or incentive fees. We recognize award or incentive fee revenue when we can make reasonably determinable estimates of award or incentive fees to consider them in determining total estimated contract revenue. We do not consider the mere existence of potential award or incentive fees as presumptive evidence that award or incentive fees are to be included in determining total estimated revenue. In some cases, we may not be able to accurately predict whether performance targets will be met, and as such, we exclude the award or incentive fees from the determination of total revenue in such instances. Our accrual of award or incentive fees may require adjustments from time to time.         

We expense pre-contract costs as incurred for an anticipated contract until the contract is awarded. Throughout the life of the contract, indirect costs, including general and administrative costs, are expensed as incurred. Management regularly reviews project profitability and underlying estimates, including total cost to complete a project. For each project, estimates for total project costs are based on such factors as a project's contractual requirements and management's assessment of current and future pricing, economic conditions, political conditions and site conditions. Estimates can be impacted by such factors as additional requirements from our customers, a change in labor markets impacting the availability or cost of a skilled workforce, regulatory changes both domestically and internationally, political unrest or security issues at project locations. Revisions to estimates are reflected in our consolidated results of operations as changes in accounting estimates in the periods in which the facts that give rise to the revisions become known by management. We believe long-term contracts, contracts in a loss position and contracts with material award fees drive the significant changes in estimates in our contracts.

The following table presents the aggregate gross favorable and unfavorable adjustments to income before taxes resulting from changes in contract estimates, including the exercise of additional option years, for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

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	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in millions)
Gross favorable adjustments	$	7.4		$	45.8		$	29.3
Gross unfavorable adjustments	(53.9		)	(20.7		)	(9.7		)
Net adjustments	$	(46.5	)	$	25.1		$	19.6

Federal Government Contracts — For all non-construction and non-software U.S. federal government contracts or contract elements, we apply the guidance in ASC 912 - Contractors - Federal Government. We apply the combination and segmentation guidance in ASC 605-35 Revenue - Construction-Type and Production-Type Contracts under the guidance of ASC 912 in analyzing the deliverables contained in the applicable contract to determine appropriate profit centers. Revenue is recognized by profit center using the percentage-of-completion method or completed-contract method. The completed-contract method is used when reliable estimates cannot be supported for percentage-of-completion method recognition or for short duration projects when the results of operations would not vary materially from those resulting from use of the percentage-of-completion method. Until complete, project costs may be maintained in work-in-progress, a component of inventory.

Revenue is recognized based on progress towards completion over the contract period, measured by either output or input methods appropriate to the services or products provided. For example, "output measures" can include units delivered or produced, such as aircraft for which modification has been completed. "Input measures" can include a cost-to-cost method, such as for procurement-related services.

Other Contracts or Contract Elements — Our contracts with non-federal government customers are predominantly service arrangements. Multiple-element arrangements involve multiple obligations in various combinations to perform services, deliver equipment or materials, grant licenses or other rights, or take certain actions. We evaluate all deliverables in an arrangement to determine whether they represent separate units of accounting. Arrangement consideration is allocated among the separate units of accounting based on the guidance applicable for the multiple-element arrangements. Arrangements that are entered into or materially modified after January 1, 2011, are allocated to those identified as multiple-element arrangement based on their relative selling price which is established through vendor specific objective evidence (“VSOE”), third party evidence, or management’s best estimate. Due to the customized nature of our arrangements, VSOE and third party evidence is generally not available. Therefore, our post-January 1, 2011 arrangements allocate the relative selling price to multiple-element arrangements utilizing management’s best estimate of selling price.

Cash and Cash Equivalents

For purposes of reporting cash and cash equivalents, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash represents cash restricted by certain contracts and available for use to pay specified costs and vendors on work performed on specific contracts. On some contracts, advance payments are not available for use and cash is to be disbursed for specified costs for work performed on the specific contract. Changes in restricted cash related to our contracts are included as operating activities within our consolidated statement of cash flows.

The Company classifies the long-term portion of restricted cash related to a legal matter in long term assets in our consolidated balance sheets as these amounts are restricted for periods that exceed one year from the balance sheet date.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 but not limited to, those relating to allowances for doubtful accounts, fair value and impairment of intangible assets and goodwill, income taxes, stock based compensation, profitability on contracts, anticipated contract modifications, contingencies and litigation. Actual results could differ from those estimates.

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Allowance for Doubtful Accounts

We establish an allowance for doubtful accounts against specific billed receivables based upon the latest information available to determine whether invoices are ultimately collectible. Such information includes the historical trends of write-offs and recovery of previously written-off accounts, the financial strength of the respective customer and projected economic and market conditions. The evaluation of these factors involves subjective judgments and changes in these factors may cause an increase to our estimated allowance for doubtful accounts, which could impact our consolidated financial statements by incurring bad debt expense. Given that we primarily serve the U.S. government, we believe the risk is low that changes in our allowance for doubtful accounts would result in a material impact on our financial results.

Property and Equipment

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. Depreciation related to equipment purchased for specific contracts is typically included within Cost of services, as this depreciation is directly attributable to project costs. We evaluate property and equipment for impairment quarterly by examining factors such as existence, functionality, obsolescence and physical condition. In the event we experience impairment, we revise the useful life estimate and record the impairment to arrive at a revised net book value. Our standard depreciation and amortization policies are as follows:

Computer and related equipment	3 to 5 years
Equipment and Other	2 to 10 years
Leasehold improvements	Shorter of lease term or useful life

Customer Related Intangible Assets

The initial values assigned to customer-related intangibles were the result of fair value calculations associated with business combinations. The values were determined based on estimates and judgments regarding expectations for the estimated future after-tax cash flows from those assets over their lives, including the probability of expected future contract renewals and sales, less a cost-of-capital charge, all of which was discounted to present value. We evaluate the carrying value of our customer-related intangibles within the asset group representing the lowest level of identifiable cash flows whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The customer related intangible carrying value is considered impaired when the anticipated undiscounted cash flows from such asset group 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.

Indefinite-Lived Assets and Goodwill

Indefinite-lived assets, including goodwill and indefinite-lived tradename, are not amortized but are subject to an annual impairment test. We evaluate goodwill and indefinite lived tradename for impairment annually in the first month of the fourth quarter of each fiscal year and when an event occurs or circumstances change to suggest that the carrying value may not be recoverable. The first step of the goodwill impairment test compares the fair value of each of our reporting units with its carrying amount, including indefinite-lived assets. If the fair value of a reporting unit exceeds its carrying amount, the 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 goodwill impairment test is performed to measure the amount of the impairment loss, if any.

Income Taxes

We file income, franchise, gross receipts and similar tax returns in many jurisdictions. Our tax returns are subject to audit by the Internal Revenue Service, within most states in the U.S., and by various government agencies representing several jurisdictions outside the U.S.

We use the asset and liability approach for financial accounting and reporting for income taxes in accordance with the FASB. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense is made up of current expense which includes both permanent and temporary differences and deferred expense which only includes temporary differences. Income tax expense is the amount of tax payable for the period plus or minus the change in deferred tax assets and liabilities during the period.

We perform a comprehensive review of our portfolio of uncertain tax positions regularly. The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken

58

or expected to be taken in a tax return. A liability is recorded when a benefit is recognized for a tax position and it is not more-likely-than-not that the position will be sustained on its technical merits or where the position is more-likely-than-not that it will be sustained on its technical merits, but the largest amount to be realized upon settlement is less than 100% of the position.

To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Tax-related interest is included within interest expense and tax-related penalties are included within income tax expense in our consolidated statements of operations. See Note 4 regarding income taxes.

Share Based Compensation

We recognize compensation expense in the financial statements for all share based arrangements. Share based compensation cost is measured at the date of grant, based on the fair value of the award, and is recognized over the employee's requisite service period. See Note 9 for further discussion on share based compensation.

Currency Translation

The assets and liabilities of our subsidiaries outside the U.S. that have a currency other than the U.S. dollar are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Results of operations and cash flow items for these subsidiaries are translated at the average exchange rates prevailing during the period. Gains and losses resulting from currency transactions and the re-measurement of the financial statements of U.S. functional currency foreign subsidiaries are recognized currently in Cost of services and Other income, net, respectively and those resulting from translation of financial statements are included in accumulated other comprehensive income. Our foreign currency transactions were not material for the calendar years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Operating Segments

Our business is aligned into two operating and reporting segments, DynAviation and DynLogistics. Our chief operating decision maker assesses performance and allocates resources based upon the separate financial information around the Company’s operating segments, which is comprised of numerous contracts.

Accounting Developments

Pronouncements Issued

On May 28, 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes existing revenue recognition guidance, including ASC No. 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts. ASU 2014-09 outlines a single set of comprehensive principles for recognizing revenue under GAAP. Among other things, it requires companies to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time. These concepts, as well as other aspects of ASU 2014-09, may change the method and/or timing of revenue recognition for certain of our contracts. ASU 2014-09 will be effective January 1, 2017, and may be applied either retrospectively or through the use of a modified-retrospective method. We are currently evaluating both methods of adoption as well as the effect ASU 2014-09 will have on our consolidated financial position, results of operations and cash flows.

On August 27, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern. ASU 2014-15 provides guidance in generally accepted accounting principles about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for annual reporting periods ending after December 15, 2016 and for annual and interim periods thereafter (fiscal year 2016 for the Company). Early adoption is permitted. We do not expect the new guidance to have an impact on our consolidated financial statements.

Other accounting standards updates effective after December 31, 2014 are not expected to have a material effect on our consolidated financial position or annual results of operations and cash flows.

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Note 2 — Composition of Certain Financial Statement Captions

The following tables present financial information of certain consolidated balance sheet captions.

Prepaid expenses and other current assets — Prepaid expenses and other current assets were:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Prepaid expenses	$	30,821	$	29,611
Income tax refunds receivable	655		7,334
Inventories	25,198		27,008
Aircraft parts inventory held on consignment	2,278		2,404
Work-in-process inventory, net	5,772		28,444
Joint venture receivables	1,497		2,251
Assets held for sale	—		3,017
Other current assets	7,979		24,441
Total prepaid expenses and other current assets	$	74,200	$	124,510

Prepaid expenses include prepaid insurance, prepaid vendor deposits, and prepaid rent, none of which individually exceed 5% of current assets.

We value our inventory at lower of cost or market. Included in inventory as of December 31, 2013 were seven helicopters, valued at $5.6 million that were not deployed on any existing programs. During the year ended 2014, we modified two helicopters previously included within our inventory and deployed these two helicopters on one of our existing programs. The two deployed helicopters are included within our Property and equipment, net, and the change in helicopter classification was a non-cash investing activity within our Consolidated Statements of Cash Flows. During the year ended December 31, 2014, we sold one helicopter previously included within our inventory as of December 31, 2013 and we disassembled the remaining four helicopters into parts, which are included within our Inventory.

We also had six helicopters classified as held for sale as of December 31, 2013 that were previously deployed on an existing program. During the year ended 2014, we completed the sale of these six helicopters for a total of $2.0 million, resulting in an impairment expense of $1.0 million, included within the Impairment of goodwill, intangibles and long-lived assets within our consolidated statement of operations.

The Aircraft parts included in inventory held on consignment represents $2.3 million and $2.4 million in inventory, related to our former Life Cycle Support Services ("LCCS") Navy contract as of December 31, 2014 and December 31, 2013, respectively. Work-in-process inventory includes equipment for vehicle modifications for specific customers, a significant portion of which were completed and delivered as of December 31, 2014 and other deferred costs related to certain contracts.

Other current assets decreased during the year ended December 31, 2014 primarily as a result of a reduction to our sales and use tax refund and the receipt of a lease incentive. Included in Other current assets as of December 31, 2013 was a $9.8 million insurance receivable related to a settlement of a certain legal matter. This matter was settled and paid during the year ended 2014. See Note 8 for further discussion.

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Property and equipment, net — Property and equipment, net were:

	As of
	December 31, 2014			December 31, 2013
(Amounts in thousands)
Helicopters	$	7,108		$	4,007
Computers and other equipment	11,061			14,258
Leasehold improvements	19,055			17,585
Office furniture and fixtures	4,203			3,006
Gross property and equipment	41,427			38,856
Less accumulated depreciation	(17,641		)	(14,736		)
Total property and equipment, net	$	23,786		$	24,120

Property and equipment, net includes two helicopters valued at $2.0 million previously included within our inventory that were deployed on one of our programs during the year ended 2014. As of December 31, 2014 and December 31, 2013, Property and equipment, net also included the accrual for property additions of $0.8 million and $3.8 million, respectively. Depreciation expense was $5.7 million, $5.9 million and $5.7 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively, including certain depreciation amounts classified as Cost of services. See Note 11for additional discussion.

Other assets, net — Other assets, net were:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Deferred financing costs, net	$	11,775	$	17,526
Investment in affiliates	8,191		13,477
Palm promissory notes, long-term portion	2,853		2,731
Other	4,697		5,447
Total other assets, net	$	27,516	$	39,181

Deferred financing costs are amortized through interest expense. Amortization related to deferred financing costs was $6.1 million, $6.8 million, and $7.7 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Deferred financing costs were reduced during the years ended December 31, 2014 and December 31, 2013 by $1.4 million and $0.7 million, respectively, related to the pro rata write–off of financing costs to loss on early extinguishment of debt, partially offset by the fees incurred related to our fourth amendment and waiver to the Senior Credit Facility. See Note 7 for further discussion of our debt. The reduction in Investment in affiliates is the result of return of capital of $5.6 million and $2.2 million for the years ended December 31, 2014 and December 31, 2013, respectively.

Accrued payroll and employee costs — Accrued payroll and employee costs were:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Wages, compensation and other benefits	$	74,416	$	93,007
Accrued vacation	18,889		20,383
Accrued contributions to employee benefit plans	402		944
Total accrued payroll and employee costs	$	93,707	$	114,334

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Accrued liabilities — Accrued liabilities were:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Customer liability	$	22,635	$	61,856
Accrued insurance	20,551		40,120
Accrued interest	24,250		24,641
Unrecognized tax benefit	7,999		10,132
Contract losses	27,864		13,738
Legal reserves	8,657		14,147
Subcontractor retention	1,761		4,300
Financed insurance	2,055		6,162
Other	14,254		25,437
Total accrued liabilities	$	130,026	$	200,533

The reduction to customer liabilities is primarily due to the completion of vehicle modifications for specific customers which were delivered as of December 31, 2014 and other amounts received from customers in excess of revenue recognized. Other is comprised of accrued rent, workers compensation related claims and other balances that are not individually material to the consolidated financial statements. Contract losses represent our best estimate of forward losses using currently available information and could change in future periods as new facts and circumstances emerge. Contract losses as of December 31, 2014 included an additional contract loss recorded on a U.S. Air Force contract as we continue to see delays in resolving a contract dispute. Legal matters include reserves related to various other lawsuits and claims that arise in the normal course of business. See Note 8 for further discussion.

Other long-term liabilities

Other long-term liabilities as of December 31, 2014 and December 31, 2013 were $11.3 million and $7.6 million, respectively. Other long-term liabilities are primarily due to our long-term postemployment benefit obligation of $3.9 million and obligations in connection with the restructuring plan entered into in 2013 including a long-term leasehold obligation related to our new Tysons Corner facility in McLean, Virginia, of $4.3 million and $4.7 million as of December 31, 2014 and December 31, 2013, respectively.

During the fourth quarter of calendar year 2013, the Company vacated the previously occupied properties at various locations and consolidated to the new Tysons Corner location in McLean, Virginia.  Additionally, during the year ended 2014 we entered into an agreement to buy out our previous headquarter facility lease. Accrued costs associated with vacating these properties, such as lease vacancy obligations, net of estimated sublease rental assumptions as well as the buyout were approximately $1.7 million and $7.8 million as of December 31, 2014 and December 31, 2013, respectively and are included within Other accrued liabilities above.

As a result of the restructuring plan, we paid $0.6 million and $3.9 million in relocation expenses during the year ended December 31, 2014 and December 31, 2013, respectively, in order to better position our executive presence in our Texas facilities.  We also recorded a post-employment benefit expense of $15.5 million and $7.3 million during the year ended December 31, 2014 and December 31, 2013, respectively, related to severance in accordance with ASC 712 - Compensation. These charges were primarily related to the workforce reduction initiatives implemented during the year. Both charges were included in Selling, general and administrative expenses in the consolidated statements of operations. As of December 31, 2014 and December 31, 2013, we had approximately $10.6 million and $0.9 million, respectively, in accrued post-employment benefit expense for estimated future payments in accordance with ASC 712. We do not anticipate any further costs related to the restructuring plan.

Note 3 — Goodwill, Other Intangible Assets and Long-Lived Assets

During the second quarter of 2014, we amended our organizational structure within the DynLogistics segment to improve efficiencies within existing businesses, resulting in the combination of two reporting units within our DynLogistics segment. Our DynLogistics segment now includes three reporting units.

During the third quarter of 2014, we amended our operating structure by realigning our existing DynGlobal segment as a pure business development organization focused on achieving our global growth objectives. DynGlobal will continue as a brand and an initiative to pursue international and commercial business. As a result, we eliminated the DynGlobal segment. DynGlobal resources were redeployed into the remaining two operating and reporting segments DynAviation and DynLogistics. The reporting

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units within DynAviation, which has two reporting units and DynLogistics which has three reporting units, remain unchanged. The amendment in our organizational structure did not result in any reallocation of goodwill.

We assess goodwill and other intangible assets with indefinite lives for impairment annually in October and when an event occurs or circumstances change that would suggest a triggering event. If a triggering event is identified, a step one assessment is performed to identify any possible impairment in the period in which the event is identified.

We estimate the fair value of our reporting units using a combination of the income approach and the market approach. Under the income approach, we utilize a discounted cash flow model based on several factors including balance sheet carrying values, historical results, our most recent forecasts, and other relevant quantitative and qualitative information. We discount the related cash flow forecasts using the weighted-average cost of capital at the date of evaluation. Under the market approach, we utilize comparative market multiples in the valuation estimate. While the income approach has the advantage of utilizing more company specific information, the market approach has the advantage of capturing market based transaction pricing. The estimates and assumptions used in assessing the fair value of our reporting units and the valuation of the underlying assets and liabilities are inherently subject to significant uncertainties.

Determining the fair value of a reporting unit or an indefinite-lived intangible asset involves judgment and the use of significant estimates and assumptions, particularly related to future operating results and cash flows. These estimates and assumptions include, but are not limited to, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and identification of appropriate market comparable data. Preparation of forecasts and the selection of the discount rate involve significant judgments that we base primarily on existing firm orders, expected future orders, and general market conditions. Significant changes in these forecasts, the discount rate selected, or the weighting of the income and market approach could affect the estimated fair value of one or more of our reporting units or indefinite-lived intangible assets and could result in an impairment charge in a future period. In addition, the identification of reporting units and the allocation of assets and liabilities to the reporting units or asset groups when determining the carrying value of each reporting unit or indefinite-lived intangible assets also requires judgment. All of these factors are subject to change with a change in the defense industry or larger macroeconomic environment.

Our revenue is predominantly from contracts and subcontracts with the U.S. government and its agencies. The 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 ("DoD") and the Department of State ("DoS"). Funding for our programs is dependent upon the annual budget and the appropriation decisions assessed by Congress, which are beyond our control. Estimates and judgments made by management, as it relates to the fair value of our reporting units or indefinite-lived intangible assets, could be impacted by the continued uncertainty over the defense industry.

During the second quarter of 2014, we performed a re-assessment of our projections due to continued challenges in our industry and declines in our business through the first half of the year. As a result of the re-assessment, we noted significant declines in future projections and assumptions with respect to new business opportunities within the Logistics Sustainment Services (“LSS”) reporting unit within the DynLogistics segment, which represented a carrying value of $120.6 million in goodwill as of December 31, 2013. We concluded that the change in circumstances represented a triggering event and an interim step one assessment was performed to identify any possible goodwill impairment. The first step of the impairment test indicated the carrying value of the LSS reporting unit was greater than the fair value. We performed step two of the impairment test and determined that the goodwill at the LSS reporting unit was partially impaired. As a result, a non-cash impairment charge of approximately $90.7 million was recorded during the three months ended June 27, 2014 to impair the carrying value of the LSS reporting unit goodwill. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations. Any further declines in performance within this reporting unit in the future could result in a new triggering event and an additional goodwill impairment.

Further, in light of the re-assessment of our future projections performed during the three months ended June 27, 2014, we also determined that it was appropriate for us to perform a step one interim goodwill impairment test on the Aviation reporting unit within the DynAviation segment. The step one results indicated that the fair value of the reporting unit exceeded its carrying value by approximately 15%.

During the third quarter of 2014, we recorded a significant loss on a U.S. Air Force contract as we continued to see delays in resolving the ongoing dispute on the contract and saw a reduction in our overall Aviation reporting unit forecast. We concluded that the decline in performance represented a triggering event within the Aviation reporting unit in DynAviation and a step one assessment was performed to identify any potential goodwill impairment. The results of the step one test indicated the carrying value of the Aviation reporting unit was greater than the fair value. We performed step two of the impairment test and determined that the goodwill at the Aviation reporting unit was partially impaired. As a result, a non-cash impairment charge of approximately $50.8 million was recorded during the three months ended September 26, 2014. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations. We continue to monitor

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the performance of this reporting unit and any further declines in performance within this reporting unit in the future could result in a new triggering event and an additional goodwill impairment.

During our annual goodwill impairment test as of October of 2014, and as a result of continued declines in performance we noted further changes to our assumptions and projections for the Aviation reporting unit. This reporting unit failed the step one of our annual goodwill impairment test. We performed a step two impairment test and determined the implied fair value of the reporting unit was lower than the carrying value, resulting in a non-cash impairment charge of $11.4 million. The impairment charge has been presented within the Impairment of goodwill, intangibles and other long lived assets in the consolidated statement of operations. We continue to monitor the performance of this reporting unit and any further declines in performance within this reporting unit in the future could result in a new triggering event and an additional goodwill impairment.

In January 2015, the DoS issued a letter notifying us that our proposal on the recompete related to the INL contract within the Air Wing reporting unit was outside of the competitive range and would not be considered further for award. We requested and received a pre-award debriefing of the DoS' evaluation. We filed a protest with the U.S. Government Accountability Office ("GAO") to challenge the decision by the DoS. In response to our protest, the DoS notified the GAO that it will take corrective action which will include a reconsideration of its proposal evaluations, and a determination of whether discussions are necessary and, if so, it will make a new competitive range decision. The evaluation process is still underway and DoS has yet to award any part of the contract recompete. Pre-award protests occur within our industry frequently and during this process we are committed to continue to support and serve the DoS through our current contract which we believe will be extended during this procurement process. As a result of events described above, our annual goodwill impairment test for the Air Wing reporting unit failed step one of the impairment test indicating the carrying value of the reporting unit was more than the fair value. We performed step two of the impairment test (including an assessment of our customer related intangibles further discussed below) and determined that the goodwill at the reporting unit was impaired. As a result, a non-cash impairment charge of $12.0 million was recorded during the fourth quarter of 2014 to fully impair the carrying value of the Air Wing reporting unit goodwill. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations.

Our annual goodwill impairment test concluded that the estimated fair values of each of our remaining reporting units substantially exceeded their respective carrying values. The projections for these reporting units include significant estimates related to new business opportunities which are the basis for the discount rate assumptions currently applied and we have assessed this risk as one of the variables in establishing the discount rate. If we are unsuccessful in obtaining these opportunities in 2015, a triggering event could be identified and a step one assessment would be performed to identify any possible goodwill impairment in the period in which the event is identified.

The fair value of the reporting units and the assets and liabilities identified in the impairment test were determined using the combination of the income approach and the market approach, which are Level 3 and Level 2 inputs, respectively. See Note 10 for further discussion of fair value. In calculating the fair value of the NSS, LSS, Air Wing and Aviation reporting units, we used unobservable inputs and management judgment which are Level 3 fair value measurements. We used the following estimates and assumptions in the discounted cash flow analysis:

• terminal value growth rates based on real rates of growth and inflationary growth;

• terminal earnings before interest, taxes, depreciation and amortization ("EBITDA") margins, as a percentage of revenue reflecting forecasted EBITDA margins;

• discount rates based on weighted-average cost of capital; and

• assumptions regarding future capital expenditures.

The market approach analysis utilized observable level 2 inputs as it considered the inputs of other comparable companies.

The carrying amount of goodwill, by segment, was as follows:

(Amounts in thousands)	DynAviation			DynLogistics			Total
Balance as of December 31, 2012	$	442,393		$	161,659		$	604,052
Impairment of goodwill	(281,461		)	(28,824		)	(310,285		)
Balance as of December 31, 2013	160,932			132,835			293,767
Impairment of goodwill	(74,137		)	(90,742		)	(164,879		)
Balance as of December 31, 2014	$	86,795		$	42,093		$	128,888

As a result of the triggering event identified within the DoS contract subsequent to year end, we also identified a triggering event with respect to the DoS customer-relationship intangibles (“CRI”). We performed an impairment test at the individual asset level and noted that the carrying amount of the CRI exceeded the anticipated undiscounted cash flows associated with the use

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and/or disposition of the asset. As a result, we recorded a non-cash impairment charge of $33.4 million during the fourth quarter of 2014 to partially impair the carrying value of the DoS CRI. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations. The CRI impairment amount was factored into the step two goodwill impairment tests discussed above. The new cost basis of the CRI will be amortized over the remaining useful life of the asset.

Further, as a part of our annual impairment test of indefinite-lived intangible assets, we noted that the estimated fair value of the indefinite-lived tradename was less than the carrying value. As a result, a $14.5 million non-cash impairment charge was recorded during the fourth quarter of 2014 to partially impair the carrying value of the indefinite-lived tradename. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations. Fair values are calculated for trademarks using a "relief from royalty" method, which estimates the fair value of a trademark by determining the present value of estimated royalty payments that are avoided as a result of owning the trademark. This method includes judgmental assumptions about revenue growth, an appropriate royalty rate, and discount rates that have a significant impact on the fair value and are substantially consistent with the assumptions used to determine the fair value of our reporting units discussed above.

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The following tables provide information about changes relating to certain intangible assets:

	December 31, 2014
(Amounts in thousands, except years)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Impairment			Net
Other intangible assets:
Customer-related intangible assets	4.6	$	350,912	$	(178,126	)	$	(33,388	)	$	139,398
Other
Finite-lived	4.8	15,418		(10,395		)	—			5,023
Indefinite-lived		5,059		—			—			5,059
Total other intangibles		$	371,389	$	(188,521	)	$	(33,388	)	$	149,480
Tradenames:
Finite-lived	0.4	$	869	$	(807	)	$	—		$	62
Indefinite-lived		43,222		—			(14,522		)	28,700
Total tradenames		$	44,091	$	(807	)	$	(14,522	)	$	28,762

	December 31, 2013
(Amounts in thousands, except years)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Impairment		Net
Other intangible assets:
Customer-related intangible assets	5.6	$	350,912	$	(138,623	)	$	—	$	212,289
Other
Finite-lived	6.3	22,042		(14,151		)	—		7,891
Indefinite-lived		5,059		—			—		5,059
Total other intangibles		$	378,013	$	(152,774	)	$	—	$	225,239
Tradenames:
Finite-lived	1.4	$	869	$	(627	)	$	—	$	242
Indefinite-lived		43,222		—			—		43,222
Total tradenames		$	44,091	$	(627	)	$	—	$	43,464

Amortization expense for customer-related and other intangibles was $44.0 million, $44.3 million and $46.1 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Other intangibles is primarily representative of our capitalized software which had a net carrying value of $5.0 million and $7.9 million as of December 31, 2014 and December 31, 2013, respectively.

The following table outlines an estimate of future amortization based upon the finite-lived intangible assets owned at December 31, 2014:

	Amortization Expense (1)
Estimate for calendar year 2015	32,264
Estimate for calendar year 2016	29,465
Estimate for calendar year 2017	26,880
Estimate for calendar year 2018	23,908
Estimate for calendar year 2019	21,463
Thereafter	10,503

(1)The future amortization is inclusive of the finite lived intangible-assets and finite-lived tradename.

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Note 4 — Income Taxes

The domestic and foreign components of (Loss) income before income taxes are as follows:

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Domestic	$	(286,799	)	$	(286,989	)	$	6,567
Foreign	(1,391		)	27			5,739
(Loss) income before income taxes	$	(288,190	)	$	(286,962	)	$	12,306

The Benefit (provision) from income taxes consists of the following:

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Current portion:
Federal	$	311		$	—		$	—
State	(800		)	(784		)	(500		)
Foreign	(3,363		)	(16,045		)	(4,342		)
	(3,852		)	(16,829		)	(4,842		)
Deferred portion:
Federal	23,001			52,574			(9,996		)
State	739			1,086			(101		)
Foreign	682			630			(659		)
	24,422			54,290			(10,756		)
Benefit (provision) from income taxes	$	20,570		$	37,461		$	(15,598	)

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Temporary differences, which give rise to deferred tax assets and liabilities, were as follows:

	As of
	December 31, 2014			December 31, 2013
(Amounts in thousands)
Deferred tax assets related to:
Workers' compensation accrual	$	5,046		$	10,788
Accrued vacation	4,734			5,055
Completion bonus allowance	6,001			3,539
Accrued severance	3,751			193
Accrued executive incentives	2,151			4,538
Legal reserve	3,099			1,559
Accrued health costs	799			1,704
Suspended loss from consolidated partnership	—			5,421
Contract loss reserve	11,684			8,877
Other accrued liabilities and reserves	26,261			18,539
Partnership / joint venture basis differences	3,072			—
Foreign tax credit carryforward	16,336			17,880
Net operating loss carryforward	979			1,096
Other carryforwards	704			656
Uncertain tax positions	5,649			7,471
Goodwill and other intangible assets	44,201			—
Valuation allowance	(47,808		)	—
Total deferred tax assets	86,659			87,316
Deferred tax liabilities related to:
Partnership / joint venture basis differences	—			(150		)
Prepaid insurance	(5,242		)	(6,976		)
Indefinite lived intangibles	(31,806		)	—
Goodwill and other intangible assets	—			(25,101		)
Unbilled receivables	(75,392		)	(103,413		)
Total deferred tax liabilities	(112,440		)	(135,640		)
Total deferred tax liabilities, net	$	(25,781	)	$	(48,324	)

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Deferred tax assets and liabilities are reported as:

	As of
	December 31, 2014			December 31, 2013
(Amounts in thousands)
Current deferred tax liabilities, net	$	(31,477	)	$	(30,965	)
Non-current deferred tax assets (liabilities), net	5,696			(17,359		)
Deferred tax liabilities, net	$	(25,781	)	$	(48,324	)

Management assesses both the available positive and negative evidence to determine whether it is more likely than not that there will be sufficient sources of future taxable income to recognize deferred tax assets. We incurred cumulative losses over the three-year period ended December 31, 2014. Cumulative losses in recent years are considered significant objective negative evidence in evaluating deferred tax assets under the more likely than not criteria for recognition of deferred tax assets. On the basis of this evaluation, we recorded a valuation allowance of $47.8 million as of December 31, 2014.

As of December 31, 2014 and December 31, 2013, we had no U.S. federal net operating losses available for use. As of December 31, 2014 and December 31, 2013, we had state net operating losses ("NOLs") of approximately $123.6 million and $138.3 million, respectively, most of which will begin to expire in 2020 or later. We had approximately $16.3 million and $17.9 million as of December 31, 2014 and December 31, 2013, respectively, in foreign tax credit carryforwards ("FTCs"). Additionally, we made no estimated federal income tax payments for the year ended December 31, 2014 and $6.9 million for the year ended December 31, 2013.

A reconciliation of the statutory federal income tax rate to our effective rate is provided below:

	For the years ended
	December 31, 2014		December 31, 2013		December 31, 2012
Statutory rate	35.0	%	35.0	%	35.0	%
State income tax, less effect of federal deduction	—	%	0.1	%	4.9	%
Noncontrolling interests	0.3	%	0.5	%	(16.1	)%
Goodwill impairment (1)	(11.2	)%	(22.6	)%	70.6	%
Uncertain tax positions	0.1	%	(0.1	)%	13.7	%
Nondeductible expenses	(0.8	)%	(0.4	)%	9.0	%
Penalties	—	%	—	%	5.8	%
Valuation allowance	(16.2	)%	—	%	—	%
Other	(0.1	)%	0.6	%	3.8	%
Effective tax rate	7.1	%	13.1	%	126.7	%

(1) Includes non-cash impairment charges to goodwill associated with our DynAviation and DynLogistics segments for years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. See Note 3 for further discussion.

Due to the nature of our business, as a provider of professional and technical government services to the U.S. government, foreign earnings are generally exempt from foreign tax due to various bi-lateral agreements often referred to as Status of Forces Agreements ("SOFA") and Status of Mission Agreements ("SOMA") or their equivalents. We repatriate and provide U.S. income taxes on virtually all income we earn outside of the United States.

Uncertain Tax Positions

We account for uncertain tax positions in accordance with ASC 740 - Income Taxes, which prescribes the more likely than not threshold for recognition of a tax position in the financial statements. The amount of unrecognized tax benefits at December 31, 2014 and December 31, 2013 was $7.3 million and $9.5 million, respectively, of which $2.3 million and $2.7 million, respectively, would impact our effective tax rate if recognized. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

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(Amounts in thousands)	Unrecognized Tax Benefits
Balance at December 31, 2012	$	8,234
Additions for tax positions related to prior years	1,686
Reductions for tax positions of prior years	(447		)
Settlements	—
Remeasurements	—
Net releases	—
Lapse of statute of limitations	—
Balance at December 31, 2013	$	9,473
Additions for tax positions related to prior years	—
Reductions for tax positions of prior years	(447		)
Settlements	(1,375		)
Remeasurements	(311		)
Net releases	—
Lapse of statute of limitations	—
Balance at December 31, 2014	$	7,340

We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. For the years ended December 31, 2014 and December 31, 2013, there was no accrued interest related to unrecognized tax benefits in interest expense and no penalties recognized in the provision for income taxes within our consolidated statements of operations. We expect the unrecognized tax benefit of $8.0 million, inclusive of penalties, as of December 31, 2014 to be settled within the next twelve months. For the year ended December 31, 2012, we had a net decrease of approximately $0.1 million of interest expense and recorded $0.7 million increase in cumulative penalties recognized in the provision for income taxes within our consolidated statements of operations.

We file income tax returns in U.S. federal and state jurisdictions and in various foreign jurisdictions which are subject to examinations by the IRS and other taxing authorities. These audits can result in adjustments of taxes due. Our estimate of the potential outcome of any uncertain tax issue prior to audit is subject to management's assessment of relevant risks, facts, and circumstances existing at that time. An unfavorable result under audit may reduce the amount of state net operating losses we have available for carryforward to offset future taxable income, or may increase the amount of tax due for the period under audit, resulting in an increase to the effective rate in the year of resolution. The statute of limitations is open for U.S. federal income tax returns for our fiscal year 2009 forward. The statute of limitations for state income tax returns is open for our fiscal year 2010 and forward, with few exceptions, and foreign income tax examinations for the calendar year 2009 forward, with few exceptions.  

On January 22, 2014, a tax assessment from the Large Tax Office of the Afghanistan Ministry of Finance was received, seeking $64.2 million in taxes and penalties specific to one of our business licenses in Afghanistan for periods 2009 through 2012. The majority of this assessment was income tax related; however, approximately $10.2 million of the assessed amount is non-income tax related and is discussed further in Note 8. We filed our initial appeal of the assessment on February 19, 2014. In May 2014, the MOF ruled in our favor for the income tax related issue which totaled approximately $54.0 million. We reversed the uncertain tax position related to the dividend withholding issue during the quarter ended June 27, 2014. See further discussion in Note 8.

Note 5 — Accounts Receivable

Accounts Receivable, net consisted of the following:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Billed	$	146,286	$	179,586
Unbilled	302,210		397,550
Total	$	448,496	$	577,136

Unbilled receivables as of December 31, 2014 and December 31, 2013 include $50.7 million and $41.6 million respectively, related to costs incurred on projects for which we have been requested by the customer to begin new work or extend work under an existing contract and for which formal contracts, contract modifications or other contract actions have not been executed as of

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the end of the respective periods. Our largest contract, LOGCAP IV, accounted for approximately 59% and 84% of these amounts as of December 31, 2014 and December 31, 2013, respectively. We believe we have legal and contractual basis for these amounts and are working with our customer to complete the contract actions that will allow us to bill and collect our receivables. If we cannot reach an agreement with the customer, we believe we have other avenues to pursue resolution, including the claims process. LOGCAP IV accounted for approximately 20% and 34% of total unbilled receivables as of December 31, 2014 and December 31, 2013, respectively.

As of December 31, 2014, we had four contract claims with no associated receivable balances and as of December 31, 2013, we had no contract claims outstanding with associated receivable balances. The balance of unbilled receivables above consists of costs and fees billable immediately on contract completion or other specified events, all of which are expected to be billed and collected within one year, except items that may result in a request for equitable adjustment or formal claim. We do not believe we have significant exposure to credit risk as our receivables are primarily with the U.S. government.

Note 6— Retirement Plans

401(k) Savings Plans

The DynCorp International Savings Plan (the "Savings Plan") is a participant-directed, defined contribution, 401(k) plan for the benefit of employees meeting certain eligibility requirements. The Savings Plan is intended to qualify under Section 401(a) of the U.S. Internal Revenue Code (the "Code") and is subject to the provisions of the Employee Retirement Income Security Act of 1974. Under the Savings Plan, participants may contribute from 1% to 50% of their earnings. Contributions are made on a pre-tax basis, limited to annual maximums set by the Code. The current maximum contribution per employee is $17,500 per calendar year. In June 2014, the Company updated its matching contributions to an amount equal to 100% of the first 2% of employee contributions and 50% of the next 4%, up to 12,750 per calendar year are invested in various funds at the discretion of the participant. Prior to June 2014, Company matching contributions were made in an amount equal to100%of the first2%of employee contributions and50%of the next6%, up to12,750per calendar year are invested in various funds at the discretion of the participant. We incurredSavings Plan expense of approximately $11.9 million, $16.1 million and $18.2 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. All Savings Plan expenses are fully funded.

Nonqualified Unfunded Deferred Compensation Plan

The Company has a non-qualified unfunded and unsecured deferred compensation plan that is offered to certain members of management allowing for the deferral of salary and bonuses without the statutory limitations present in 401(k) savings plan. The elections under the savings plans must be completely separate and independent of each other. Under the deferred compensation plan, the deferral amount limitation is 50% of salary and 100% of bonuses and each participant shall be 100% vested in, at all times. The funds can be distributed the first day of the calendar month following the six-month anniversary of the participant’s separation from the Company. The participant can elect payout of the funds in a single sum or annual installments over 5 or 10 years; however, only one election can be made with respect to all of the deferrals in the respective account. If, for any reason, the participant fails to make a valid and timely election, the participant’s account shall be distributed as a single sum as of the participant’s benefit commencement date. There were no contributions made to the deferred compensation plan on behalf of the Company for years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Multiemployer Pension Plans

We are subject to several collective-bargaining agreements that require contributions to a multiemployer defined benefit pension plan that covers its union-represented employees. We contribute to this plan based on specified hourly rates for eligible hours. The risks of participating in this multiemployer plan are different from single-employer plans in the following aspects:

a. Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

c. If we stop participating in the multiemployer plan, we may be required to pay a withdrawal liability based on our portion of the unfunded status of the plan.

We are subject to 13 significant collective bargaining-agreements ("CBA") that require contributions to the International Association of Machinists National Pension Fund ("IAMNPF") with expiration dates ranging from May 15, 2015 through March 30, 2018. This is the only multiemployer plan that we contribute to. As long as we remain a contributing employer, we have no liability for any unfunded portion of this plan. However, if for any reason, we stop making contributions to the plan under any of the individual collective-bargaining agreements, we could be assessed a potential withdrawal liability based on our share of the

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unfunded vested benefits of the plan. Our share of the unfunded vested benefits is determined by the contributions required under the individual collective-bargaining agreements from which we withdraw relative to the plan as a whole.

Our participation in the IAMNPF for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 is outlined in the table below. The "EIN/PN" column provides the Employee Identification Number ("EIN") and the three-digit plan number ("PN"). The most recent Pension Protection Act ("PPA") zone status available for 2014, 2013 and 2012 is for the plan year-ends as indicated below. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are between 65 percent and 80 percent funded, and plans in the green zone are at least 80 percent funded. The "FIP/RP Status Pending/Implemented" column indicates if the plan has a financial improvement plan ("FIP") or a rehabilitation plan ("RP") which is either pending or has been implemented. In addition to regular plan contributions, we may be subject to a surcharge if the plan is in the red zone. The "Surcharge Imposed" column indicates whether a surcharge has been imposed on contributions to the plan. The last column lists the expiration date of the collective-bargaining agreements to which the plan is subject.

					FIP / RP Status	Total Contributions of DynCorp International				Expiration
		PPA Zone Status (2)			Pending /	(Amounts in thousands)			Surcharge	Date of
Pension Fund	EIN/PN	2014	2013	2012	Implemented	2014	2013	2012	Imposed	CBA
IAMNPF (1)	516031295 / 001	Green	Green	Green	No	$6,845	$6,062	$4,686	No	5/15/2015 through 3/30/2018

(1) Of the 13 collective-bargaining agreements that require contributions to this plan, the agreement with International Association of Machinists ("IAM") Pilot union employees at California Department of Forestry and Fire Protection ("CAL FIRE") is the most significant as contributions under this plan for years 2015 through the expiration date of the collective-bargaining agreement will approximate $14.1 million, or 36.3% of all required contributions to the IAMNPF.

(2) Unless otherwise noted, the most recent PPA zone status available in 2014, 2013 and 2012, is for the plan’s year-end status for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. The zone status is based on information we receive from the plan and is certified by the plan's actuary. Generally, plans in the red zone are less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded.

Note 7 — Long-Term Debt

Long-term debt consisted of the following:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
10.375% senior unsecured notes	$	455,000	$	455,000
Term loan	187,272		277,272
Total long-term debt	$	642,272	$	732,272

Senior Credit Facility

On July 7, 2010, we entered into a senior secured credit facility (the "Senior Credit Facility"), with a banking syndicate and Bank of America, NA as Administrative Agent (the "Agent"). On January 21, 2011 and on August 10, 2011, DynCorp International Inc. entered into amendments to the Senior Credit Facility.

On June 19, 2013, we entered into a third amendment (the “Third Amendment”) to the Senior Credit Facility. The Third Amendment, among other things, amended the Senior Credit Facility to extend the maturity date of the revolving credit facility (the "Revolver") to July 7, 2016, increased the amount of the Revolver to $181.0 million and modified the maximum total leverage threshold test and certain other covenants.

On November 5, 2014, we entered into a fourth amendment and waiver (the "Fourth Amendment") to the Senior Credit Facility. The Fourth Amendment, among other things, (i) amended the Senior Credit Facility by modifying financial maintenance covenants; (ii) reduced the amount of the Revolver credit commitments of the lenders consenting to the Fourth Amendment by 20%, which represented a reduction of approximately $36.2 million; (iii) amended the definition of Consolidated Net Income as defined in the Senior Credit Facility to exclude up to $35 million for a one-time charge during the three month period ended September 26, 2014 related to a certain U.S. Air Force contract; and (iv) waived compliance with the financial maintenance covenants with respect to the three month period ended September 26, 2014.

The Senior Credit Facility is secured by substantially all of our assets and is guaranteed by substantially all of our subsidiaries. As of December 31, 2014, the Senior Credit Facility provided for a $187.3 million Term Loan and the $144.8 million Revolver, which includes a $100.0 million letter of credit subfacility. As of December 31, 2014 and December 31, 2013, the available

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borrowing capacity under the Senior Credit Facility was approximately $108.1 million and $144.6 million, respectively, which includes $36.7 million and $36.4 million, respectively, in issued letters of credit. Amounts borrowed under the Revolver are used to fund operations. As of December 31, 2014 and December 31, 2013 there were no amounts borrowed under the Revolver. The maturity date on both the Term Loan and the Revolver is July 7, 2016.

Interest Rates on Term Loan & Revolver

Both the Term Loan and Revolver bear interest at one of two options, based on our election, using either the (i) base rate ("Base Rate") as defined in the Senior Credit Facility plus an applicable margin or the (ii) London Interbank Offered Rate ("Eurocurrency Rate") as defined in the Senior Credit Facility plus an applicable margin. The applicable margin for the Term Loan is fixed at 3.5% for the Base Rate option and 4.5% for the Eurocurrency Rate option. The applicable margin for the Revolver ranges from 3.0% to 3.5% for the Base Rate option or 4.0% to 4.5% for the Eurocurrency option based on our outstanding Secured Leverage Ratio at the end of the quarter. The Secured Leverage Ratio is calculated by the ratio of total secured consolidated debt (net of up to $75 million of unrestricted cash and cash equivalents) to consolidated earnings before interest, taxes, and depreciation & amortization ("Consolidated EBITDA"), as defined in the Senior Credit Facility. Interest payments on both the Term Loan and Revolver are payable at the end of the interest period as defined in the Senior Credit Facility, but not less than quarterly.

The Base Rate is equal to the higher of (a) the Federal Funds Rate plus one half of one percent and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate; provided that in no event shall the Base Rate be less than 1.00% plus the Eurocurrency Rate applicable to one month interest periods on the date of determination of the Base Rate. The variable Base Rate has a floor of 2.75%.

The Eurocurrency Rate is the rate per annum equal to the British Bankers Association London Interbank Offered Rate ("BBA LIBOR") as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) two Business Days prior to the commencement of such interest period. The variable Eurocurrency rate has a floor of 1.75%. As of December 31, 2014 and December 31, 2013, the applicable interest rate on the Term Loan was 6.25%.

Interest Rates on Letter of Credit Subfacility and Unused Commitment Fees

The letter of credit subfacility bears interest at the applicable margin for Eurocurrency Rate loans, which ranges from 4.0% to 4.5%. The unused commitment fee on our Revolver ranges from 0.50% to 0.75% depending on the Secured Leverage Ratio, as defined in the Senior Credit Facility. Interest payments on both the letter of credit subfacility and unused commitments are payable quarterly in arrears. The applicable interest rates for our letter of credit subfacility were 4.00% and 4.25% as of December 31, 2014 and December 31, 2013, respectively. The applicable interest rate for our unused commitment fees was 0.50% as of December 31, 2014 and December 31, 2013, respectively. All of our letters of credit are also subject to a 0.25% fronting fee.

Principal Payments

Our Senior Credit Facility contains an annual requirement to submit a portion of our Excess Cash Flow, as defined in the Senior Credit Facility, as additional principal payments. Based on our annual financial results and the additional principal prepayments made during the year ended December 31, 2013, we were not required to make any additional principal payments under the Excess Cash Flow requirement during the year ended December 31, 2014. Certain other transactions can trigger mandatory principal payments such as tax refunds, a disposition of a portion of our business or a significant asset sale. We had no such transactions during the year ended December 31, 2014.

During the years ended December 31, 2014 and December 31, 2013, we made principal payments of $90.0 million and $50.0 million, respectively on the Term Loan. Pursuant to our Term Loan, quarterly principal payments are required, however, the principal prepayments made in 2011 were applied to the future scheduled maturities and satisfied our responsibility to make quarterly principal payments through July 7, 2016.

Deferred financing costs of $1.4 million and $0.7 million, related to the various principal payments, were expensed and included in Loss on early extinguishment of debt in our consolidated statement of operations for the years ended December 31, 2014 and December 31, 2013, respectively. There were no penalties associated with the prepayments.

Covenants

The Senior Credit Facility contains financial, as well as non-financial, affirmative and negative covenants that we believe are usual and customary. These covenants, among other things, limit our ability to:

• declare dividends and make other distributions;

• redeem or repurchase our capital stock;

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• prepay, redeem or repurchase certain of our indebtedness;

• grant liens;

• make loans or investments (including acquisitions);

• incur additional indebtedness;

• modify the terms of certain debt;

• restrict dividends from our subsidiaries;

• change our business or business of our subsidiaries;

• merge or enter into acquisitions;

• sell our assets;

• enter into transactions with our affiliates; and

• make capital expenditures.

In addition, the Senior Credit Facility contains two financial maintenance covenants, a maximum total leverage ratio and a minimum interest coverage ratio.

The total leverage ratio is the Consolidated Total Debt, as defined in the Senior Credit Facility, less unrestricted cash and cash equivalents (up to $75.0 million) to Consolidated EBITDA, as defined in the Senior Credit Facility, for the applicable period.

Effective with the Fourth Amendment, the maximum total leverage ratios are set forth below as follows:

Period Ending	Total Leverage Ratio
December 31, 2014	5.55 to 1.0
March 27, 2015	6.65 to 1.0
June 26, 2015	7.70 to 1.0
September 25, 2015	8.10 to 1.0
December 31, 2015	7.75 to 1.0
March 25, 2016	7.60 to 1.0
June 24, 2016	6.90 to 1.0
June 25, 2016 and thereafter	6.60 to 1.0

The interest coverage ratio is the ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined in the Senior Credit Facility. Effective with the Fourth Amendment, the interest coverage ratios are set forth below as follows:

Period Ending	Interest Coverage Ratio
December 31, 2014	1.05 to 1.0
March 25, 2016	1.15 to 1.0
June 24, 2016	1.20 to 1.0
June 25, 2016 and thereafter	1.30 to 1.0

As of December 31, 2014 and December 31, 2013, we were in compliance with our financial maintenance covenants.

Senior Unsecured Notes

On July 7, 2010, DynCorp International Inc. completed an offering of $455.0 million in aggregate principal of 10.375% senior unsecured notes due 2017 (the "Senior Unsecured Notes"). The initial purchasers were Bank of America Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Deutsche Bank Securities Inc. The Senior Unsecured Notes were issued under an indenture dated July 7, 2010 (the "Indenture"), by and among us, the guarantors party thereto (the "Guarantors"), including DynCorp International Inc., and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB) as Trustee. The Senior Unsecured Notes mature on July 1, 2017. Interest on the Senior Unsecured Notes is payable on January 1 and July 1 of each year, and commenced on January 1, 2011.

The Senior Unsecured Notes contain various covenants that restrict our ability to:

• incur additional indebtedness;

• make certain payments, including declaring or paying certain dividends;

• purchase or retire certain equity interests;

• retire subordinated indebtedness;

• make certain investments;

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• sell assets;

• engage in certain transactions with affiliates;

• create liens on assets;

• make acquisitions; and

• engage in mergers or consolidations.

The aforementioned restrictions are considered to be in place unless we achieve investment grade ratings by both Moody’s Investor Services and Standard and Poors.

We can redeem the Senior Unsecured Notes, in whole or in part, at defined call prices, plus accrued interest through the redemption date. The Indenture requires us to repurchase the Senior Unsecured Notes at defined prices in the event of certain asset sales and change of control events.

Call and Put Options

We can voluntarily settle all or a portion of the Senior Unsecured Notes at any time prior to maturity at an applicable redemption price plus the accrued and unpaid interest, if any, as of the applicable redemption date. The applicable redemption prices with respect to the Senior Unsecured Notes on any applicable redemption date if redeemed during the 12-month period commencing on July 1 of the years set forth below are as follows:

Year	Redemption Price
2014	105.2	%
2015	102.6	%
2016 and thereafter	100.0	%

The Indenture requires us to offer to repurchase the Senior Unsecured Notes at defined prices in the event of certain asset sales and change of control events. In the case of Asset Sales (as defined in the Indenture), we are required under the Indenture to use the proceeds from such asset sales to either (i) prepay secured debt or nonguarantor debt, (ii) reinvest in our business or (iii) to the extent asset sale proceeds not applied in accordance with clause (i) or (ii) exceed $15.0 million, make an offer to repurchase the Senior Unsecured Notes at 100% of the principal amount thereof.

In the event of a change in control, each holder of the Senior Unsecured Notes will have the right to require the Company to repurchase some or all of the Senior Unsecured Notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date.

The fair value of the Senior Unsecured Notes is based on their quoted market value. As of December 31, 2014 and December 31, 2013, the quoted market value of the Senior Unsecured Notes was approximately 82.0% and 103.0%, respectively, of stated value.

Note 8 — Commitments and Contingencies

Commitments

We have operating leases for the use of real estate and certain property and equipment which are either non-cancelable, 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 are subject to annual escalations for increases in base rents, utilities and property taxes. Lease rental expense was $95.5 million, $167.6 million, and $217.4 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. We have no significant long-term purchase agreements with service providers.

Minimum fixed rental payments non-cancelable for the next five years and thereafter under operating leases in effect as of December 31, 2014, are as follows:

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Calendar Year	Real Estate		Equipment		Total
	(Amounts in thousands)
2015 (1)	$	24,698	$	5,817	$	30,515
2016	11,839		3,386		15,225
2017	10,041		2,433		12,474
2018	9,060		—		9,060
2019	4,225		—		4,225
Thereafter	13,911		—		13,911
Total	$	73,774	$	11,636	$	85,410

(1) The minimum lease table above excludes agreements of one year or less in duration. These leases are accounted for in our rent expense, however, because of the short tenure of the lease, these are not reflected in the table above.

Contingencies

General Legal Matters

We are involved in various lawsuits and claims that arise in the normal course of business. We have established reserves for matters in which it is believed that losses are probable and can be reasonably estimated. Reserves related to these matters have been recorded in "Other accrued liabilities" totaling approximately $8.7 million and $14.1 million as of December 31, 2014 and December 31, 2013, respectively. We believe that appropriate accruals have been established for such matters based on information currently available; however, some of the matters may involve compensatory, punitive, or other claims or sanctions that if granted, could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated at December 31, 2014. These accrued reserves represent the best estimate of amounts believed to be our liability in a range of expected losses. In accordance with ASC 450 - Contingencies, in addition to matters that are considered probable and can be reasonably estimated, we also disclose certain matters considered reasonably possible. In addition to the disclosure requirements set forth in ASC 450-20, the Company also discloses any other contingencies for which the likelihood of an unfavorable outcome is remote but for which the Company believes are of such a significant nature that disclosure would benefit a user of our financial statements. Other than matters disclosed below, we believe the aggregate range of possible loss related to matters considered reasonably possible was not material as of December 31, 2014. Litigation is inherently unpredictable and unfavorable resolutions could occur. Accordingly, it is possible that an adverse outcome from such proceedings could (i) exceed the amounts accrued for probable matters; or (ii) require a reserve for a matter we did not originally believe to be probable or could be reasonably estimated. Such changes could be material to our financial condition, results of operations and cash flows in any particular reporting period. Our view of the matters not specifically disclosed could possibly change in future periods as events thereto unfold.

Pending Litigation and Claims

On December 4, 2006, December 29, 2006, March 14, 2007 and April 24, 2007, four lawsuits were served, seeking unspecified monetary damages against DynCorp International LLC and several of its former affiliates in the U.S. District Court for the Southern District of Florida, concerning the spraying of narcotic plant crops along the Colombian border adjacent to Ecuador. Three of the lawsuits, filed on behalf of the Provinces of Esmeraldas, Sucumbíos, and Carchi in Ecuador, allege violations of Ecuadorian law, International law, and statutory and common law tort violations, including negligence, trespass, and nuisance. The fourth lawsuit, filed on behalf of citizens of the Ecuadorian provinces of Esmeraldas and Sucumbíos, alleges personal injury, various counts of negligence, trespass, battery, assault, intentional infliction of emotional distress, violations of the Alien Tort Claims Act and various violations of International law. The four lawsuits were consolidated, and based on our motion granted by the court, the case was subsequently transferred to the U.S. District Court for the District of Columbia. On March 26, 2008, a First Amended Consolidated Complaint was filed that identified 3,266 individual plaintiffs. As of January 12, 2010, 1,256 of the plaintiffs have been dismissed by court orders and, on September 15, 2010, the Provinces of Esmeraldas, Sucumbíos, and Carchi were dismissed by court order. We filed multiple motions for summary judgment, and, on February 15, 2013, the court granted summary judgment and dismissed all claims. On March 18, 2013, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the District of Columbia. On May 30, 2014, the U.S. Court of Appeals for the District of Columbia affirmed the dismissal of the majority of the case, but remanded the case to the trial court concerning a few remaining tort claims. At this time, we believe the likelihood of an unfavorable outcome in this case is remote.

A lawsuit filed on September 11, 2001, and amended on March 24, 2008, seeking unspecified damages on behalf of twenty-six residents of the Sucumbíos Province in Ecuador, was brought against our operating company and several of its former affiliates in the U.S. District Court for the District of Columbia. The action alleges violations of the laws of nations and U.S. treaties, negligence, emotional distress, nuisance, battery, trespass, strict liability, and medical monitoring arising from the spraying of

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herbicides near the Ecuador-Colombia border in connection with the performance of the DoS, International Narcotics and Law Enforcement contract for the eradication of narcotic plant crops in Colombia. As of January 12, 2010, fifteen of the plaintiffs have been dismissed by court order. We filed multiple motions for summary judgment, and, on February 15, 2013, the court granted summary judgment and dismissed all claims. On March 18, 2013, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the District of Columbia, and the appeal is pending. The terms of the DoS contract provide that the DoS will indemnify our operating company against third-party liabilities arising out of the contract, subject to available funding. We are also entitled to indemnification by Computer Sciences Corporation, the Company's previous owners, in connection with this lawsuit, subject to certain limitations. Additionally, any damage award would have to be apportioned between the other defendants and our operating company. We believe that the likelihood of an unfavorable judgment in this matter is remote.

Arising out of the litigation described in the preceding two paragraphs, on September 22, 2008, we filed a separate lawsuit against our aviation insurance carriers seeking defense and coverage of the referenced claims. On November 9, 2009, the court granted our Partial Motion for Summary Judgment regarding the duty to defend, and the carriers have paid the majority of the litigation expenses. In a related action, the carriers filed a lawsuit against us on February 5, 2009, seeking rescission of certain aviation insurance policies based on an alleged misrepresentation by us concerning the existence of certain of the lawsuits relating to the eradication of narcotic plant crops. On May 19, 2010, our aviation insurance carriers filed a complaint against us seeking reformation of previously provided insurance policies and the elimination of coverage for aerial spraying. We believe the claims asserted by the insurance carriers are without merit and the likelihood of an unfavorable judgment in this matter is remote.

In 2009, we terminated for cause a contract to build the Akwa Ibom International Airport for the State of Akwa Ibom in Nigeria. Consequently, we terminated certain subcontracts and purchase orders the customer advised us it did not want to assume. Our termination of certain subcontracts not assumed by the customer, including our actions to recover against advance payment and performance guarantees established by the subcontractors for our benefit, was challenged in certain instances. In December 2011, the customer filed arbitration alleging fraud, gross negligence, contract violations, and conversion of funds and asserted damages of approximately $150 million. We believe our right to terminate this contract was justified and permissible under the terms of the contract, and we intend to vigorously contest the claims brought against us. Additionally, we believe the contract limits any damages to a maximum of $3 million, except in situations of gross negligence and willful misconduct. As of December 31, 2014 and December 31, 2013, we have recorded an immaterial liability for this matter and believe the likelihood of loss for amounts in excess of this accrual, up to the amount limited by the contract, is reasonably possible.

On July 8, 2009, a lawsuit was filed in the United Arab Emirates ("UAE") Abu Dhabi Court of First Instance, by Al Hamed ITC (hereafter "Al Hamed") concerning an October 2002 business development contract focused upon obtaining business directly with the UAE General Military Directorate ("GMD"). Al Hamed was unsuccessful in assisting the company in soliciting business with GMD and, as such, the contract with Al Hamed was terminated in July 2006. We became a subcontractor to the successful bidder, Al Taif, in December 2006. Al Hamed filed a claim seeking $57 million in damages under the business development contract. On May 9, 2012, the court awarded Al Hamed 8.2 million in UAE Dirhams ($2.2 million U.S. dollars) plus 5% interest and expenses. The Company and Al Hamed both appealed the judgment. On September 12, 2012, the appellate court altered the judgment stating the amount should not have been in UAE Dirhams rather in U.S. dollars, which amounts to $8.2 million US dollars. As of September 28, 2012, a reserve had been established for the full amount of the judgment. The judgment was further appealed to the Supreme Court in Abu Dhabi, and, on February 27, 2013, we were advised that our appeal was unsuccessful. On April 7, 2013, the judgment was paid and the matter is now closed. During calendar year 2013, we were made aware of a new case filed by Al Hamed in the UAE Abu Dhabi Court of First Instance seeking $23.3 million U.S. dollars in damages under the same business development contract. The case alleges we obtained additional business with Al Taif. On November 26, 2014, the UAE court entered a judgment in favor of Al Hamed in the amount of $3.75 million, which both parties appealed. As of December 31, 2014, a reserve had been established for the full amount of the settlement. In March 2015, the parties agreed to a settlement in which we paid $3.6 million and the matter is now closed.

In February 2014, we received a judgment related to a past helicopter accident in Aviano, Italy. As of December 31, 2013 we had a recorded liability for $9.8 million related to this matter. This matter was fully insured and a corresponding receivable from the insurance company was recorded within Other current assets. In April 2014, the insurance company paid out the settlement amounts and the case is now considered closed.

U.S. Government Investigations

We primarily sell our services to the U.S. government. These contracts are subject to extensive legal and regulatory requirements, and we are occasionally the subject of investigations by various agencies of the U.S. government who investigate whether our operations are being conducted in accordance with these requirements, including as previously disclosed in our periodic filings, the Special Inspector General for Iraq Reconstruction report regarding certain reimbursements and the U.S. Department of State Office of Inspector General's records subpoena with respect to Civilian Police ("CivPol"). Such investigations, whether related to our U.S. 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. U.S. government investigations often take years to complete and many result in adverse action

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against us. We believe that any adverse actions arising from such matters could have a material effect on our ability to invoice and receive timely payment on our contracts, perform contracts or compete for contracts with the U.S. government and could have a material effect on our operating performance.

On August 16, 2005, we were served with a Department of Justice Federal Grand Jury Subpoena seeking documents concerning work performed by a former subcontractor, Al Ghabban in 2002-2005. Specifically, during the 2002-2005 timeframe, Al Ghabban performed line haul trucking work to transport materials throughout the Middle Eastern theater on the War Reserve Materials Program. In response to the subpoena in 2005, we provided the requested documents to the Department of Justice, and the matter was subsequently closed in 2005 without any action taken. In April 2009, we received a follow up telephone call concerning this matter from the Department of Justice Civil Litigation Division. Since that time, we have had several discussions with the government regarding the civil matter. In response to requests, we provided additional information to the Department of Justice Civil Litigation Division. In September 2014, we received notice this investigation was closed by the Department of Justice Civil Litigation Division.

On February 24, 2012, we were advised by the Department of Justice Civil Litigation Division that they are conducting an investigation regarding the CivPol and Department of State Advisor Support Mission ("DASM") contracts in Iraq and Corporate Bank, a former subcontractor. The issues include allowable hours worked under a specific task order and invoices to the Department of State for certain hotel leasing, labor rates and overhead within the 2003 to 2008 timeframe. The Department of Justice Civil Litigation Division has requested information from the Company, and we are fully cooperating with the government’s review. If our operations are found to be in violation of any laws or government regulations, we may be subject to penalties, damages or fines, any or all of which could adversely affect our financial results. At this time, an estimate or a range of potential damages is not possible as this matter is still under review by the Department of Justice and no formal complaint has been filed.

U.S. Government Audits

Our contracts are regularly audited by the Defense Contract Audit Agency ("DCAA") and other government agencies. These agencies review our contract performance, cost structure and compliance with applicable laws, regulations and standards. The government also reviews the adequacy of, and our compliance with, our internal control systems and policies, including our purchasing, property, estimating, accounting and material management business systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed. The DCAA will in some cases issue a Form 1 representing the non-conformance of such costs or requirements as it relates to our government contracts. If we are unable to provide sufficient evidence of the costs in question, the costs could be suspended or disallowed which could be material to our financial statements. Government contract payments received by us for direct and indirect costs are subject to adjustment after government audit and repayment to the government if the payments exceed allowable costs as defined in the government regulations.

We have received a series of audit reports from the DCAA, some of which have resulted in Form 1s, related to their examination of certain incurred, invoiced and reimbursed costs on our CivPol program. The Form 1s identify several cost categories where the DCAA has asserted instances of potential deviations from the explicit terms of the contract or from certain provisions of government regulations. The asserted amounts are derived from extrapolation methodologies used to estimate potential exposure amounts for the cost categories. Over the past several years, we have worked with the DCAA and our customer in resolving matters inclusive in the Form 1s as well as other transmittals. We have provided responses to the DCAA and the Department of State that have articulated our position on each issue and have attempted to answer their questions and provide clarification of the facts to resolve the issues raised. We have also sought to obtain clarification from our customer through formal contract modifications in an attempt to assist the DCAA in closing these issues.

We believe the majority of these issues will continue to be resolved and thus represent loss contingencies that we consider remote. For the remaining issues, which total approximately $7.7 million, we believe the DCAA did not consider certain contractual provisions and long standing patterns of dealing with the customer. Since we cannot reasonably estimate the DCAA's acceptance of our initial responses and the ultimate outcome related to these remaining issues we believe these items represent loss contingencies that we consider reasonably possible. However, we do anticipate resolving these contingencies for an immaterial amount as we continue to work with the customer and the DCAA in providing clarification of the facts and circumstances surrounding the issues.

On April 30, 2013, we received several Form 1s from DCAA disapproving approximately $152.0 million of cost incurred for the periods ranging between 2000 to 2011 on the War Reserve Materiel program related to concerns on items such as the adequacy of documentation and reasonableness of costs. We are working with the Air Force to resolve these questions. Based on our recent correspondence with the customer, a substantial portion of these items represent loss contingencies are remote. The remaining portion of these items totaling $1.8 million represent loss contingencies that we consider reasonably possible; however, we do anticipate resolving these contingencies for an immaterial amount as we continue to work with the customer.

Foreign Contingencies

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As discussed in Note 4, on January 22, 2014, a tax assessment from the Large Tax Office of the Afghanistan Ministry of Finance (“MOF”) was received, seeking $64.2 million in taxes and penalties specific to one of our business licenses in Afghanistan for periods between 2009 to 2012. The majority of this assessment was income tax related; however, $10.2 million of the assessed amount is non-income tax related and represents loss contingencies that we consider reasonably possible. We filed our initial appeal of the assessment with the MOF on February 19, 2014. In May 2014, the MOF ruled in our favor for the income tax related issue which totaled approximately $54.0 million. See Note 4 for further discussion of the income tax related issue. We are still working with the MOF to remove the assessment on the remaining non-income tax related items. As of December 31, 2014, a reasonable estimate of loss or range of loss could not be made as we could not reasonably estimate the ultimate outcome related to the issues assessed.

Credit Risk

We are subject to concentrations of credit risk primarily by virtue of our accounts receivable. Departments and agencies of the U.S. federal government account for all but minor portions of our customer base, minimizing this credit risk. Furthermore, we continuously review all accounts receivable and record provisions for doubtful accounts when necessary.

Risk Management Liabilities and Reserves

We are insured for domestic workers' compensation liabilities and a significant portion of our employee medical costs. However, we bear risk for a portion of claims pursuant to the terms of the applicable insurance contracts. We account for these programs based on actuarial estimates of the amount of loss inherent in that period's claims, including losses for which claims have not been reported. These loss estimates rely on actuarial observations of ultimate loss experience for similar historical events. We limit our risk by purchasing stop-loss insurance policies for significant claims incurred for both domestic workers' compensation liabilities and medical costs. Our exposure under the stop-loss policies for domestic workers' compensation and medical costs is limited based on fixed dollar amounts. For domestic worker's compensation and employer's liability under state and federal law, the fixed-dollar amount of stop-loss coverage is $1.0 million per occurrence on most policies; but, $0.25 million on a California based policy. For medical costs, the fixed dollar amount of stop-loss coverage is from $0.25 million to $0.75 million for total costs per covered participant per calendar year.

Note 9 — Equity

At April 1, 2010 (inception), 100 common shares were issued and, as of December 31, 2014, 100 shares remain issued and outstanding as there have been no further issuances of common shares since that date. During the period from April 1, 2010 (inception) through December 31, 2010, our equity was impacted by a capital contribution of $550.9 million in connection with the merger entered into on July 7, 2010.

Share Based Payments

On December 17, 2013, certain members of management and outside directors were awarded Class B interests in DynCorp Management LLC (“DynCorp Management”). DynCorp Management LLC conducts no operations and was established for the purpose of holding equity in our Company. DynCorp Management LLC authorized 100,000 Class B shares as available for issuance and approved 7,246 Class B-1 Interests and 380 Class B-2 Interests to certain members of management and outside directors of Defco Holdings, Inc. (“Holdings”), the non-member manager, and its subsidiaries, including Delta Tucker Holdings, Inc. All of DynCorp International Inc.'s issued and outstanding common stock is owned by the Company, and all of the Company's issued and outstanding common stock is owned by our parent, Holdings. The grant and vesting of the awards is contingent upon the executives' consent to the terms and conditions set forth in the Class B-1 Interests and B-2 Interests Agreements. As of December 31, 2013 consents were received from members of management and outside directors with grants totaling 3,144 shares. Grants and the receipt of consents to the terms and conditions totaled 4,339 Class B-1 Interests during the year ended December 31, 2014.

The Class B-1 Interests are subject to (i) time-based vesting in separate tranches based on the participants’ hire date (each such date a “Vesting Date”); (ii) acceleration of vesting in certain circumstances (such as in the event of a change in control or termination of the executive without cause); and (iii) continued employment of the member of management by Holdings or its subsidiaries through the applicable vesting dates.

Class B-1 Interests held by participants hired in 2013 shall vest in 5 equal 20% installments on each of the grant dates of the Class B-1 Interests, July 15, 2014, July 15, 2015, July 15, 2016 and July 15, 2017. Class B-1 Interests Participants hired in 2012 shall vest with respect to 30% of the Class B-1 Interests on the grant date, an additional 20% on July 15, 2014, 20% on July 15, 2015 and with respect to the remaining Class B-1 Interests on July 15, 2016. Class B-1 Interests Participants hired in 2010 and 2011 shall vest with respect to 40% of the Class B-1 Interests as of the grant date, an additional 20% on July 15, 2014 and with respect to the remaining Class B-1 Interests on July 15, 2015.

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A summary of the Class B Interest plans activity for the years ended December 31, 2014 and December 31, 2013 is as follows:

	Number of Interests
Outstanding at December 31, 2012	—
Granted:
Class B-1	2,764
Class B-2	380
Exercised	—
Forfeited or expired	—
Outstanding at December 31, 2013	3,144
Granted:
Class B-1	4,339
Class B-2	—
Exercised	—
Forfeited or expired	(1,582	)
Outstanding at December 31, 2014	5,901

Awards to our management team consist of options qualifying as profits interests under Revenue Procedure 93-27, that are exercisable only upon a change in control as defined in the Plan. The awards do not expire and the awards do not have a fixed strike price. The value of the Class B Interest as of the grant date is calculated using a Monte Carlo simulation consistent with the provisions of ASC Topic 718, “Compensation—Stock Compensation” and is amortized over the respective vesting period. The Monte Carlo simulation, similar to a Black-Scholes option pricing formula, requires the input of subjective assumptions, including the estimated life of the interest and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility of the market-based guideline companies as a basis for projecting the expected volatility of the underlying Class B interest and estimated the expected life of our Class B grants to be 4 years as of the grant date. The 2013 fair value utilized for determining the profits interests for Class B-1 and B-2 interests was $819.26 and $258.30, respectively. The initial fair value was utilized for all grants through the period ending March 28, 2014. After the period ending March 28, 2014, another valuation was performed to determine the fair value of future grants resulting in the 670 Class B-1 interests granted after March 28, 2014 having a fair value of $32.73.

We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our Class B grants.

For the periods indicated, the weighted-average assumptions used were as follows:

	For the years ended
	December 31, 2014		December 31, 2013
Weighted-average assumptions used:
Expected volatility	36.0	%	33.5	%
Risk-free interest rate	1.1	%	1.7	%
Expected yield	8	%	8	%
Expected life (in years)	2.8		4
Forfeiture rate	8	%	8	%

The total grant date fair value of all options granted during 2014 and 2013 was $4.6 million and $1.5 million, respectively. Total compensation cost expensed for the years ended December 31, 2014 and December 31, 2013 was $3.2 million and $0.5 million, respectively.

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The following is a summary of the changes in non-vested shares for the years ended December 31, 2014 and December 31, 2013:

	Number of Shares
Non-vested shares at December 31, 2012	—
Granted	3,144
Vested	(1,021	)
Forfeited	—
Non-vested shares at December 31, 2013	2,123
Granted	4,339
Vested	(3,646	)
Forfeited	(1,582	)
Non-vested shares at December 31, 2014	1,234

As of December 31, 2014, the total compensation cost related to the non-vested Class B awards, not yet recognized, was $0.4 million which will be recognized over a weighted average period of approximately 1.2 years.

Long-Term Incentive Bonus

On December 17, 2013 the Company approved a long-term cash incentive bonus for certain members of management and outside directors, where in the event of a change in control, subject to the various members of management continued employment with the Company through such a change in control and execution of a restrictive covenant agreement within fourteen days of receipt of such agreement, the various members of management shall be eligible to receive a cash incentive bonus. As of December 31, 2014 there was no impact to the financial statements as no triggering event had occurred.

Note 10 — Fair Value of Financial Assets and Liabilities

ASC 820 — Fair Value Measurements and Disclosures establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

• Level 1, defined as observable inputs such as quoted prices in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, and borrowings. Because of the short-term nature of cash and cash equivalents, accounts receivable and accounts payable, the fair value of these instruments approximates the carrying value. Our estimate of the fair value of our long-term debt is based Level 1 and Level 2 inputs, as defined above.

	As of
	December 31, 2014				December 31, 2013
	Carrying		Fair		Carrying		Fair
(Amounts in thousands)	Amount		Value		Amount		Value
10.375% senior unsecured notes	$	455,000	$	373,100	$	455,000	$	468,650
Term Loan	187,272		185,868		277,272		278,658
Total long-term debt	$	642,272	$	558,968	$	732,272	$	747,308

Note 11 — Segment and Geographic Information

In August 2014, we amended our operating structure by realigning our DynGlobal segment as a pure business development organization focused on achieving our global growth objectives. DynGlobal will continue as a brand and an initiative to pursue

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international and commercial business. As a result, DynGlobal resources were redeployed into business development efforts for our two remaining operating and reporting segments: DynAviation and DynLogistics, to identify our highest priority opportunities, and work to capture those opportunities for operational execution by the two remaining segments. Our reporting segments continue to be the same as our operating segments. DynAviation and DynLogistics segments operate 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 following is a summary of the financial information of the reportable segments reconciled to the amounts reported in the consolidated financial statements:

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Revenue
DynAviation (1)	$	1,204,417		$	1,373,635		$	1,338,514
DynLogistics (1)	1,045,200			1,920,715			2,709,469
Headquarters / Other (2)	2,692			(7,166		)	(3,708		)
Total revenue	$	2,252,309		$	3,287,184		$	4,044,275
Operating (loss) / income
DynAviation (1)	$	(61,501	)	$	(194,701	)	$	105,327
DynLogistics (1)	(67,097		)	36,243			48,941
Headquarters / Other (3)	(91,348		)	(48,322		)	(58,385		)
Total operating (loss) / income	$	(219,946	)	$	(206,780	)	$	95,883
Depreciation and amortization
DynAviation (1)	$	1,665		$	1,628		$	685
DynLogistics (1)	55			543			1,043
Headquarters / Other	47,987			48,108			50,086
Total depreciation and amortization (4)	$	49,707		$	50,279		$	51,814

(1) DynGlobal revenue, operating loss, and depreciation and amortization for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 is immaterial and included within DynAviation and DynLogistics due to the amended organizational structure. See Note 3 for further discussion of our organizational structure.

(2) Represents revenue earned on shared services arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments.

(3) Headquarters operating loss primarily relates to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers.

(4) Includes amounts in Cost of services of $1.1 million, $1.7 million and $1.6 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively.

	As of
	December 31, 2014		December 31, 2013		December 31, 2012
(Amounts in thousands)
Assets
DynAviation (1)	$	393,246	$	447,646	$	706,646
DynLogistics (1)	299,961		591,304		800,734
Headquarters / Other (2)	289,280		460,971		463,336
Total assets	$	982,487	$	1,499,921	$	1,970,716

(1) DynGlobal assets for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 are included within DynAviation and DynLogistics due to the amended organizational structure. See Note 3 for further discussion of our organizational structure.

(2) Assets primarily include cash, investments in unconsolidated subsidiaries, net deferred tax liabilities, intangible assets (excluding goodwill) and deferred debt issuance costs.

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Geographic Information — Revenue by geography is determined based on the location of services provided.

	For the years ended
	December 31, 2014				December 31, 2013				December 31, 2012
(Amounts in thousands)
United States	$	612,220	27	%	$	695,772	21	%	$	635,293	16	%
Afghanistan	1,003,205		45	%	1,845,234		56	%	2,436,714		60	%
Middle East (1)	387,021		17	%	534,861		16	%	730,372		18	%
Other Americas	84,424		4	%	87,759		3	%	106,160		3	%
Europe	53,853		2	%	52,365		2	%	51,209		1	%
Asia-Pacific	41,953		2	%	46,170		1	%	44,000		1	%
Other	69,633		3	%	25,023		1	%	40,527		1	%
Total revenue	$	2,252,309	100	%	$	3,287,184	100	%	$	4,044,275	100	%

(1) The Middle East includes but is not limited to activities in Iraq, Oman, Qatar, United Arab Emirates, Kuwait, Palestine, Sudan, Pakistan, Jordan, Lebanon, Bahrain, Saudi Arabia, Turkey and Egypt. The vast majority of all assets owned by the Company were located in the U.S. as of December 31, 2014.

Revenue from the U.S. government accounted for approximately 94%, 96% and 97% of total revenue for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. As of December 31, 2014 and December 31, 2013 accounts receivable due from the U.S. government represented over 88% and 92% of total accounts receivable, respectively.

Note 12 — Related Parties, Joint Ventures and Variable Interest Entities

Consulting Fees

We have a Master Consulting and Advisory Services agreement ("COAC Agreement") with Cerberus Operations and Advisory Company, LLC, where, pursuant to the terms of the agreement, they make personnel available to us for the purpose of providing reasonably requested business advisory services. The services are priced on a case by case basis depending on the requirements of the project and agreements in pricing. We incurred $4.9 million, $4.6 million and $3.3 million of consulting fees in conjunction with the COAC Agreement during years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively.

We have three executives who are Cerberus Operations and Advisory Company, LLC (“COAC”) employees, who are seconded to us: James E. Geisler, our Interim Chief Executive Officer, Gregory S. Nixon, our Senior Vice President, Chief Administrative Officer and Chief Legal Officer, and George C. Krivo, our Senior Vice President of Business Development. Inclusive of the $4.9 million COAC consulting fees, we recognized $1.3 million of administrative expense in conjunction with these COAC individuals for the year ended December 31, 2014.

Joint Ventures and Variable Interest Entities

Our most significant joint ventures and VIEs and our associated ownership percentages are listed as follows:

Partnership for Temporary Housing LLC ("PaTH")	30	%
Contingency Response Services LLC ("CRS")	45	%
Global Response Services LLC ("GRS")	51	%
GLS	51	%
DynCorp International FZ - LLC ("DIFZ")	25	%
Babcock DynCorp Limited ("Babcock")	44	%

We account for our investments in VIEs in accordance with ASC 810 - Consolidation. In cases where we have (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant or the right to receive benefits from the entity that could potentially be significant to the VIE, we consolidate the entity. Alternatively, in cases where all of the aforementioned criteria are not met, the investment is accounted for under the equity method. As of December 31, 2014, we accounted for PaTH, CRS, Babcock, GRS and GLS as equity method investments. Alternatively, we consolidated DIFZ based on the aforementioned criteria. We present our share of the PaTH, CRS, GRS and GLS earnings in Earnings from equity method investees as these joint ventures are considered operationally integral. Alternatively, we present our share of the Babcock earnings in Other income, net as it is not considered operationally integral.

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PaTH is a joint venture formed in May 2006 with two other partners for the purpose of procuring government contracts with the Federal Emergency Management Authority. On January 18, 2013, we executed an agreement with the two other partners to reduce our ownership percentage in the PaTH joint venture to 30%. The executed agreement stipulated the ownership percentage be reduced retrospectively, effective September 1, 2012.

CRS is a joint venture formed in March 2006 with two other partners for the purpose of procuring government contracts with the U.S. Navy.

The GRS joint venture was formed in August 2010 with one partner for the purpose of procuring government contracts with the U.S. Navy. During the year ended December 30, 2011, this joint venture was selected as one of four contractors for an IDIQ multiple award contract.

GLSis a joint venture formed in August 2006 between DynCorp International LLC and AECOM's National Security Programs unit for the purpose of procuring government contracts with the U.S. Army. We incur costs on behalf of GLS related to the normal operations of the venture. However, these costs typically support revenue billable to our customer.

We own 25% of DIFZ but exercise power over activities that significantly impact DIFZ's economic performance.

Babcock is a joint venture formed in January 2005 and currently provides services to the British Ministry of Defence. The economic rights in the Babcock joint venture are not considered operationally integral to the Company.

Receivables due from our unconsolidated joint ventures totaled $1.5 million and $2.3 million as of December 31, 2014, December 31, 2013, respectively. These receivables are a result of items purchased and services rendered by us on behalf of our unconsolidated joint ventures. We have assessed these receivables as having minimal collection risk based on our historic experience with these joint ventures and our inherent influence through our ownership interest. The related revenue we earned from our unconsolidated joint ventures totaled $3.9 million, $8.6 million, and $4.2 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Additionally, we earned $12.4 million, $3.7 million, and $4.8 million in equity method income (includes operationally integral and non-integral income) for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively.

GLS’ revenue was $20.5 million, $21.8 million and $61.1 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. GLS incurred an operating and net loss of $6.0 million and $3.6 million for the years ended December 31, 2014 and December 31, 2013, respectively, as compared to operating and net income of $3.3 million for the year ended December 31, 2012. GLS paid cash dividends of $18.8 million during the year ended December 31, 2014. Based on our 51% ownership in GLS, we recognized $9.6 million in equity method income during the year ended December 31, 2014.

In October 2011, the DCAA issued GLS a Form 1 in the amount of $95.9 million which pertained to inconsistencies of certain contractual requirements and withheld a portion of outstanding invoices until the Form 1 was resolved. In February 2012, the DCAA issued GLS a second Form 1 in the amount of $102.0 million, asserting inconsistencies with labor related costs for the fiscal year ended April 3, 2009. GLS did not agree with the DCAA's findings on either of the Form 1s and continued to work with the DCAA and the customer to provide clarification and resolve both matters. In February of 2014, final determination was received from the DCAA's Contracting Officer on the outstanding Form 1s resulting in total withholds of $0.3 million and allowing GLS to submit invoices totaling $19.1 million for recovery of previous invoices. The Form1s are now considered closed.

We currently hold one promissory note included in Other assets on our consolidated balance sheet from Palm Trading Investment Corp, which had an aggregate initial value of $9.2 million. The loan balance outstanding was $2.9 million and $3.5 million as of December 31, 2014 and December 31, 2013, respectively, reflecting the initial value plus accrued interest, less payments against the promissory note. The fair value of the note receivable is not materially different from its carrying value.

As discussed above and in accordance with ASC 810 - Consolidation, we consolidate DIFZ. The following tables present selected financial information for DIFZ as of December 31, 2014 and December 31, 2013 and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012:

	As of
(Amounts in millions)	December 31, 2014		December 31, 2013
Assets	$	4.7	$	25.9
Liabilities	1.5		22.2

	For the years ended
(Amounts in millions)	December 31, 2014		December 31, 2013		December 31, 2012
Revenue	$	297.7	$	414.4	$	510.1

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The following tables present selected financial information for our equity method investees as of December 31, 2014 and December 31, 2013 and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012:

	As of
(Amounts in millions)	December 31, 2014		December 31, 2013
Current assets	$	65.8	$	86.3
Total assets	65.9		86.3
Current liabilities	44.4		46.4
Total liabilities	44.4		44.5

	For the years ended
(Amounts in millions)	December 31, 2014		December 31, 2013		December 31, 2012
Revenue	$	233.1	$	203.1	$	234.5
Gross profit	20.7		15.9		17.1
Net income	14.4		10.7		13.4

Many of our joint ventures and VIEs only perform on a single contract. The modification or termination of a contract under a joint venture or VIE could trigger an impairment in the fair value of our investment in these entities. In the aggregate, our maximum exposure to losses as a result of our investment consists of our (i) $8.2 million investment in unconsolidated subsidiaries, (ii) $1.5 million in receivables from our unconsolidated joint ventures, (iii) $2.9 million of notes receivable from Palm Trading Investment Corp, and (iv) contingent liabilities that were neither probable nor reasonably estimable as of December 31, 2014.

Note 13 — Collaborative Arrangements

We participate in a collaborative arrangement with CH2M Hill on the Logistics Civil Augmentation Program IV ("LOGCAP IV") program. The arrangement sets forth the sharing of some of the risks and rewards associated with this U.S. government contract. Our current share of profits of the LOGCAP IV program is 70%.

We account for this collaborative arrangement under ASC 808 — Collaborative Arrangements and record revenue gross as the prime contractor. The cash inflows and outflows, as well as expenses incurred, are recorded in Cost of services in the period realized.

Revenue on LOGCAP IV was $561.9 million, $1,210.4 million, and $1,771.9 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Cost of services on LOGCAP IV was $526.9 million, $1,120.5 million, and $1,652.2 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Our share of the total LOGCAP IV profits was $2.1 million, $37.0 million, and $64.1 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively.

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Note 14— Consolidating Financial Statements of Subsidiary Guarantors

The Senior Unsecured Notes issued by DynCorp International Inc. ("Subsidiary Issuer") and the Senior Credit Facility are fully and unconditionally guaranteed, jointly and severally, by the Company ("Parent") and all of the domestic subsidiaries of Subsidiary Issuer: DynCorp International LLC, DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, DIV Capital Corporation, Dyn Marine Services of Virginia LLC, Services International LLC, Worldwide Management and Consulting Services LLC, Worldwide Recruiting and Staffing Services LLC, Heliworks LLC, Phoenix Consulting Group, LLC and Casals & Associates, Inc. ("Subsidiary Guarantors"). Each of the Subsidiary Issuer and the Subsidiary Guarantors is 100% owned by the Company. Under the indenture governing the Senior Unsecured Notes, a guarantee of a Subsidiary Guarantor will terminate upon the following customary circumstances: (i) the sale of the capital stock of such Subsidiary Guarantor if such sale complies with the indenture; (ii) the designation of such Subsidiary Guarantor as an unrestricted subsidiary; (iii) if such Subsidiary Guarantor no longer guarantees certain other indebtedness of the Subsidiary Issuer or (iv) the defeasance or discharge of the indenture.

Subsequent to the issuance of the Company’s consolidated financial statements on Form 10-K for the period ended December 31, 2013, management determined that within the condensed consolidating statement of cash flows for the three months ended March 29, 2013, the intercompany transfers of the Subsidiary Guarantors in the amount of $38.9 million, previously presented as financing activities, should be classified as investing activities. The classification of these intercompany transfers has been corrected in the condensed consolidating statement of cash flows for the calendar year 2012 and calendar year 2013 to be presented within investing activities. This correction has no impact on the consolidated statement of cash flows for calendar year 2014.

The following condensed consolidating financial statements present (i) condensed consolidating balance sheets as of December 31, 2014 and December 31, 2013 (ii) the condensed consolidating statement of operations and comprehensive income for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, (iii) condensed consolidating statements of cash flows for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 and (iv) elimination entries necessary to consolidate Parent and its subsidiaries.

The Parent company, the Subsidiary 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 of the subsidiary and its subsidiary guarantors, and subsidiary non-guarantors. Additionally, the Subsidiary Guarantors’ column reflects the equity income of its subsidiary non-guarantors.

DynCorp International, Inc. is considered the Subsidiary Issuer as it issued the Senior Unsecured Notes.

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Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	2,268,349		$	315,551		$	(331,591	)	$	2,252,309
Cost of services	—			—			(2,092,339		)	(312,110		)	331,584			(2,072,865		)
Selling, general and administrative expenses	—			—			(146,623		)	(265		)	7			(146,881		)
Depreciation and amortization expense	—			—			(47,979		)	(603		)	—			(48,582		)
Earnings from equity method investees	—			—			489			9,588			—			10,077
Impairment of goodwill, intangibles and long lived assets	—			—			(214,004		)	—			—			(214,004		)
Operating income	—			—			(232,107		)	12,161			—			(219,946		)
Interest expense	—			(68,221		)	(2,562		)	—			—			(70,783		)
Loss on early extinguishment of debt	—			(1,362		)	—			—			—			(1,362		)
Interest income	—			—			198			23			—			221
Equity in (loss) income of consolidated subsidiaries	(269,780		)	(224,551		)	10,174			—			484,157			—
Other income, net	—			—			3,736			(56		)	—			3,680
(Loss) income before income taxes	(269,780		)	(294,134		)	(220,561		)	12,128			484,157			(288,190		)
Benefit (provision) for income taxes	—			24,354			(3,990		)	206			—			20,570
Net (loss) income	(269,780		)	(269,780		)	(224,551		)	12,334			484,157			(267,620		)
Noncontrolling interest	—			—			—			(2,160		)	—			(2,160		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	$	(269,780	)	$	(269,780	)	$	(224,551	)	$	10,174		$	484,157		$	(269,780	)

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Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	3,298,767		$	445,144		$	(456,727	)	$	3,287,184
Cost of services	—			—			(3,006,723		)	(437,375		)	456,845			(2,987,253		)
Selling, general and administrative expenses	—			—			(148,962		)	(845		)	(118		)	(149,925		)
Depreciation and amortization expense	—			—			(48,028		)	(600		)	—			(48,628		)
Earnings from equity method investees	—			—			1,510			3,060			—			4,570
Impairment of goodwill, intangibles and long lived assets	—			—			(312,728		)	—			—			(312,728		)
Operating (loss) income	—			—			(216,164		)	9,384			—			(206,780		)
Interest expense	—			(75,001		)	(3,825		)	—			—			(78,826		)
Loss on early extinguishment of debt	—			(703		)	—			—			—			(703		)
Interest income	—			—			130			27			—			157
Equity in (loss) income of consolidated subsidiaries	(253,736		)	(204,678		)	5,097			—			453,317			—
Other (loss) income, net	—			—			(998		)	188			—			(810		)
(Loss) income before income taxes	(253,736		)	(280,382		)	(215,760		)	9,599			453,317			(286,962		)
Benefit (provision) for income taxes	—			26,646			11,082			(267		)	—			37,461
Net (loss) income	(253,736		)	(253,736		)	(204,678		)	9,332			453,317			(249,501		)
Noncontrolling interest	—			—			—			(4,235		)	—			(4,235		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	$	(253,736	)	$	(253,736	)	$	(204,678	)	$	5,097		$	453,317		$	(253,736	)

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Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2012

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	4,077,449		$	538,118		$	(571,292	)	$	4,044,275
Cost of services	—			—			(3,743,400		)	(514,653		)	559,121			(3,698,932		)
Selling, general and administrative expenses	—			—			(149,236		)	(12,297		)	12,171			(149,362		)
Depreciation and amortization expense	—			—			(49,658		)	(602		)	—			(50,260		)
Earnings from equity method investees	—			—			825			—			—			825
Impairment of goodwill	—			—			(44,594		)	—			—			(44,594		)
Impairment of intangibles	—			—			(6,069		)	—			—			(6,069		)
Operating income	—			—			85,317			10,566			—			95,883
Interest expense	—			(80,078		)	(6,194		)	—			—			(86,272		)
Loss on early extinguishment of debt	—			(2,094		)	—			—			—			(2,094		)
Interest income	—			—			108			9			—			117
Equity in (loss) income of consolidated subsidiaries	(8,937		)	(16,604		)	4,050			—			21,491			—
Other income (loss), net	—			—			4,814			(142		)	—			4,672
(Loss) income before income taxes	(8,937		)	(98,776		)	88,095			10,433			21,491			12,306
Benefit (provision) for income taxes	—			89,839			(104,699		)	(738		)	—			(15,598		)
Net (loss) income	(8,937		)	(8,937		)	(16,604		)	9,695			21,491			(3,292		)
Noncontrolling interest	—			—			—			(5,645		)	—			(5,645		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	$	(8,937	)	$	(8,937	)	$	(16,604	)	$	4,050		$	21,491		$	(8,937	)

89

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Income

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(269,780	)	$	(269,780	)	$	(224,551	)	$	12,334		$	484,157		$	(267,620	)
Other comprehensive income:
Currency translation adjustment	(131		)	(131		)	—			(131		)	262			(131		)
Other comprehensive income, before tax	(131		)	(131		)	—			(131		)	262			(131		)
Income tax expense related to items of other comprehensive income	47			47			—			47			(94		)	47
Other comprehensive loss	(84		)	(84		)	—			(84		)	168			(84		)
Comprehensive (loss) income	(269,864		)	(269,864		)	(224,551		)	12,250			484,325			(267,704		)
Noncontrolling interest	—			—			—			(2,160		)	—			(2,160		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(269,864	)	$	(269,864	)	$	(224,551	)	$	10,090		$	484,325		$	(269,864	)

90

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Income

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(253,736	)	$	(253,736	)	$	(204,678	)	$	9,332		$	453,317		$	(249,501	)
Other comprehensive income:
Currency translation adjustment	(437		)	(437		)	(242		)	(195		)	874			(437		)
Other comprehensive income, before tax	(437		)	(437		)	(242		)	(195		)	874			(437		)
Income tax expense related to items of other comprehensive income	157			157			86			70			(313		)	157
Other comprehensive income	(280		)	(280		)	(156		)	(125		)	561			(280		)
Comprehensive (loss) income	(254,016		)	(254,016		)	(204,834		)	9,207			453,878			(249,781		)
Noncontrolling interest	—			—			—			(4,235		)	—			(4,235		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(254,016	)	$	(254,016	)	$	(204,834	)	$	4,972		$	453,878		$	(254,016	)

91

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Income

For the year ended December 31, 2012

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(8,937	)	$	(8,937	)	$	(16,604	)	$	9,695		$	21,491		$	(3,292	)
Other comprehensive income:
Currency translation adjustment	225			225			123			102			(450		)	225
Other comprehensive income, before tax	225			225			123			102			(450		)	225
Income tax expense related to items of other comprehensive income	(83		)	(83		)	(45		)	(38		)	166			(83		)
Other comprehensive income	142			142			78			64			(284		)	142
Comprehensive (loss) income	(8,795		)	(8,795		)	(16,526		)	9,759			21,207			(3,150		)
Noncontrolling interest	—			—			—			(5,645		)	—			(5,645		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(8,795	)	$	(8,795	)	$	(16,526	)	$	4,114		$	21,207		$	(8,795	)

92

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Balance Sheet Information

December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors		SubsidiaryNon-Guarantors		Eliminations			Consolidated
	ASSETS
Current assets:
Cash and cash equivalents	$	—		$	—		$	87,300	$	6,704	$	—		$	94,004
Restricted cash	—			—			707		—		—			707
Accounts receivable, net	—			—			452,938		719		(5,161		)	448,496
Intercompany receivables	—			—			234,109		28,231		(262,340		)	—
Prepaid expenses and other current assets	—			—			73,456		1,217		(473		)	74,200
Deferred taxes	—			—			—		—		—			—
Total current assets	—			—			848,510		36,871		(267,974		)	617,407
Long-term restricted cash	—			—			952		—		—			952
Property and equipment, net	—			—			23,615		171		—			23,786
Goodwill	—			—			96,489		32,399		—			128,888
Tradenames, net	—			—			28,762		—		—			28,762
Other intangibles, net	—			—			148,825		655		—			149,480
Investment in subsidiaries	—			805,417			55,087		—		(860,504		)	—
Long-term deferred taxes	—			—			5,696		—		—			5,696
Other assets, net	558			11,775			15,183		—		—			27,516
Total assets	$	558		$	817,192		$	1,223,119	$	70,096	$	(1,128,478	)	$	982,487
	LIABILITIES & EQUITY
Current liabilities:
Accounts payable	$	—		$	—		$	146,016	$	1,253	$	(723	)	$	146,546
Accrued payroll and employee costs	—			—			84,725		13,296		(4,314		)	93,707
Intercompany payables	45,643			188,466			28,231		—		(262,340		)	—
Deferred income taxes	—			—			31,453		24		—			31,477
Other accrued liabilities	37,681			24,135			105,404		436		(37,630		)	130,026
Income taxes payable	—			—			5,072		—		(648		)	4,424
Total current liabilities	83,324			212,601			400,901		15,009		(305,655		)	406,180
Long-term debt, less current portion	—			642,272			—		—		—			642,272
Long-term deferred taxes	—			—			—		—		—			—
Other long-term liabilities	—			—			11,312		—		—			11,312
Noncontrolling interests	—			—			5,489		—		—			5,489
(Deficit) equity	(82,766		)	(37,681		)	805,417		55,087		(822,823		)	(82,766		)
Total liabilities and equity	$	558		$	817,192		$	1,223,119	$	70,096	$	(1,128,478	)	$	982,487

93

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Balance Sheet Information

December 31, 2013

(Amounts in thousands)	Parent		Subsidiary Issuer		SubsidiaryGuarantors		SubsidiaryNon-Guarantors		Eliminations			Consolidated
	ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—	$	144,025	$	26,820	$	—		$	170,845
Restricted cash	—		—		1,659		—		—			1,659
Accounts receivable, net	—		—		596,901		1,990		(21,755		)	577,136
Intercompany receivables	—		—		173,987		7,857		(181,844		)	—
Prepaid expenses and other current assets	—		—		123,761		456		293			124,510
Total current assets	—		—		1,040,333		37,123		(203,306		)	874,150
Property and equipment, net	—		—		23,797		323		—			24,120
Goodwill	—		—		261,367		32,400		—			293,767
Tradenames, net	—		—		43,464		—		—			43,464
Other intangibles, net	—		—		224,152		1,087		—			225,239
Investment in subsidiaries	228,870		1,095,853		45,383		—		(1,370,106		)	—
Other assets, net	891		17,525		20,765		—		—			39,181
Total assets	$	229,761	$	1,113,378	$	1,659,261	$	70,933	$	(1,573,412	)	$	1,499,921
	LIABILITIES & EQUITY
Current liabilities:
Accounts payable	$	—	$	—	$	192,456	$	2,243	$	(1,553	)	$	193,146
Accrued payroll and employee costs	—		—		111,547		22,770		(19,983		)	114,334
Intercompany payables	45,976		128,011		7,857		—		(181,844		)	—
Deferred income taxes	—		—		30,960		5		—			30,965
Other accrued liabilities	—		24,225		175,796		438		74			200,533
Income taxes payable	—		—		13,926		94		—			14,020
Total current liabilities	45,976		152,236		532,542		25,550		(203,306		)	552,998
Long-term debt, less current portion	—		732,272		—		—		—			732,272
Long-term deferred taxes	—		—		17,359		—		—			17,359
Other long-term liabilities	—		—		7,632		—		—			7,632
Noncontrolling interests	—		—		5,875		—		—			5,875
Equity	183,785		228,870		1,095,853		45,383		(1,370,106		)	183,785
Total liabilities and equity	$	229,761	$	1,113,378	$	1,659,261	$	70,933	$	(1,573,412	)	$	1,499,921

94

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	333		$	29,545		$	(6,454	)	$	3,650		$	(1,697	)	25,377
Cash flows from investing activities:
Purchase of property and equipment, net	—			—			(8,712		)	—			—			(8,712		)
Proceeds from sale of property and equipment	—			—			44			—			—			44
Purchase of software	—			—			(1,631		)	—			—			(1,631		)
Return of capital from equity method investees	—			—			5,625			—			—			5,625
Contributions to equity method investees	—			—			—			—			—			—
Net Transfer (to) from affiliates	—			—			(60,122		)	(20,372		)	80,494			—
Net cash used in investing activities	—			—			(64,796		)	(20,372		)	80,494			(4,674		)
Cash flows from financing activities:
Borrowings on long-term debt	—			118,000			—			—			—			118,000
Payments on long-term debt	—			(208,000		)	—			—			—			(208,000		)
Payments of deferred financing cost	—			—			(1,740		)	—			—			(1,740		)
Borrowings related to financed insurance	—			—			20,214			—			—			20,214
Payments related to financed insurance	—			—			(24,321		)	—			—			(24,321		)
Payments of dividends to Parent	—			—			—			(3,394		)	1,697			(1,697		)
Transfers (to) from affiliates	(333		)	60,455			20,372			—			(80,494		)	—
Net cash (used in) provided by financing activities	(333		)	(29,545		)	14,525			(3,394		)	(78,797		)	(97,544		)
Net increase in cash and cash equivalents	—			—			(56,725		)	(20,116		)	—			(76,841		)
Cash and cash equivalents, beginning of period	—			—			144,025			26,820			—			170,845
Cash and cash equivalents, end of period	$	—		$	—		$	87,300		$	6,704		$	—		$	94,004

95

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	461		$	30,040		$	101,590		$	9,793		$	(4,382	)	$	137,502
Cash flows from investing activities:
Purchase of property and equipment, net	—			—			(7,604		)	(24		)	—			(7,628		)
Proceeds from sale of property and equipment	—			—			182			—			—			182
Purchase of software	—			—			(2,718		)	—			—			(2,718		)
Return of capital from equity method investees	—			—			2,223			—			—			2,223
Contributions to equity method investees	—			—			(30		)	—			—			(30		)
Net Transfer (to) from affiliates	—			—			(9,939		)	(7,857		)	17,796			—
Net cash used in investing activities	—			—			(17,886		)	(7,881		)	17,796			(7,971		)
Cash flows from financing activities:
Borrowings on long-term debt	—			745,900			—			—			—			745,900
Payments on long-term debt	—			(796,537		)	—			—			—			(796,537		)
Payments of deferred financing cost	—			—			(2,139		)	—			—			(2,139		)
Borrowings related to financed insurance	—			—			9,431			—			—			9,431
Payments related to financed insurance	—			—			(29,734		)	—			—			(29,734		)
Payments of dividends to Parent	—			—			—			(8,764		)	4,382			(4,382		)
Transfers (to) from affiliates	(461		)	20,597			7,856			(10,196		)	(17,796		)	—
Net cash (used in) provided by financing activities	(461		)	(30,040		)	(14,586		)	(18,960		)	(13,414		)	(77,461		)
Net increase in cash and cash equivalents	—			—			69,118			(17,048		)	—			52,070
Cash and cash equivalents, beginning of period	—			—			74,907			43,868			—			118,775
Cash and cash equivalents, end of period	$	—		$	—		$	144,025		$	26,820		$	—		$	170,845

96

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2012

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	664		$	103,223		$	29,660		$	13,309		$	(2,666	)	$	144,190
Cash flows from investing activities:
Purchase of property and equipment, net	—			—			(5,467		)	(61		)	—			(5,528		)
Proceeds from sale of property and equipment	—			—			25			—			—			25
Cash paid for acquisition, net of cash acquired	—			—			(11,746		)	—			—			(11,746		)
Purchase of software	—			—			(2,590		)	—			—			(2,590		)
Return of capital from equity method investees	—			—			9,154			—			—			9,154
Contributions to equity method investees	—			—			(1,478		)	—			—			(1,478		)
Net Transfer from (to) affiliates	—			—			12,159			9,196			(21,355		)	—
Net cash used in investing activities	—			—			57			9,135			(21,355		)	(12,163		)
Cash flows from financing activities:
Borrowings on long-term debt	—			325,000			—			—			—			325,000
Payments on long-term debt	—			(415,000		)	—			—			—			(415,000		)
Borrowings related to financed insurance	—			—			62,580			—			—			62,580
Payments related to financed insurance	—			—			(53,918		)	—			—			(53,918		)
Payments of dividends to Parent	—			—			—			(4,785		)	2,666			(2,119		)
Transfers (to) from affiliates	(664		)	(13,223		)	(9,196		)	1,728			21,355			—
Net cash (used in) provided by financing activities	(664		)	(103,223		)	(534		)	(3,057		)	24,021			(83,457		)
Net increase in cash and cash equivalents	—			—			29,183			19,387			—			48,570
Cash and cash equivalents, beginning of period	—			—			45,724			24,481			—			70,205
Cash and cash equivalents, end of period	$	—		$	—		$	74,907		$	43,868		$	—		$	118,775

97

Note 15— Subsequent Events

We evaluated potential subsequent events occurring after the period end date and determined no subsequent events merited disclosure for the year ended December 31, 2014, except as disclosed within the Notes to the consolidated financial statements.

98

Schedule I - Condensed Financial Information of Registrant

DELTA TUCKER HOLDINGS, INC.

CONDENSED BALANCE SHEETS

	As of
	December 31, 2014			December 31, 2013
(Amounts in thousands)
Deferred tax assets	$	558		$	891
Investment in subsidiaries	—			228,870
Total assets	$	558		$	229,761
Liabilities	$	83,324		$	45,976
Stockholders (Deficit) Equity	(82,766		)	183,785
Total liabilities and equity	$	558		$	229,761

See notes to this schedule

DELTA TUCKER HOLDINGS, INC.

CONDENSED STATEMENTS OF OPERATIONS

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Equity in income of subsidiaries, net of tax	$	(269,780	)	$	(253,736	)	$	(8,937	)
Income before income taxes	(269,780		)	(253,736		)	(8,937		)
Income tax benefit	—			—			—
Net loss	$	(269,780	)	$	(253,736	)	$	(8,937	)

See notes to this schedule

DELTA TUCKER HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Net cash from operating activities	$	333		$	461		$	664
Net cash from investing activities	—			—			—
Net cash from financing activities	(333		)	(461		)	(664		)
Net change in cash and cash equivalent	—			—			—
Cash and cash equivalents, beginning of period	—			—			—
Cash and cash equivalents, end of period	$	—		$	—		$	—

See notes to this schedule

99

Schedule I - Condensed Financial Information

Delta Tucker Holdings, Inc.

Notes to Schedule

Note 1 — Basis of Presentation

Pursuant to rules and regulations of the SEC, the condensed financial statements of Delta Tucker Holdings Inc. do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP. Therefore, these financial statements should be read in conjunction with our consolidated financial statements and related notes.

Accounting for subsidiaries — We have accounted for the income of our subsidiaries under the equity method in the condensed financial statements.

Note 2 — Dividends Received from Consolidated Subsidiaries

We have received no dividends from our consolidated subsidiaries including DynCorp International Inc. which has covenants related to its long-term debt, including restrictions on dividend payments as of December 31, 2014. As the parent guarantor to DynCorp International Inc., we are subject to certain restrictions set forth under the Senior Credit Facility, including restrictions on the payment of dividends. As we are the holding company of DynCorp International Inc. and have no independent operations apart from DynCorp International Inc. and no assets other than our investment in DynCorp International Inc. and associated deferred taxes, our retained earnings and net income are fully encumbered by these restrictions.

Note 3 — Equity

Our equity was initially comprised of a capital contribution of $550.9 million. Between our inception and December 31, 2014, our equity has been impacted by our earnings, changes in other comprehensive income and additional paid in capital.

Schedule II - Valuation and Qualifying Accounts

Delta Tucker Holdings, Inc.

For the years ended December 31, 2014, December 31, 2013 and December 31, 2012

(Amount in thousands)	Beginning of Period		Charged to Costs and Expense		Deductions from Reserve (1)			End of Period
Allowance for doubtful accounts:
December 31, 2011 — December 31, 2012	$	1,947	$	722	$	(1,188	)	$	1,481
December 31, 2012 — December 31, 2013	$	1,481	$	1,531	$	(1,391	)	$	1,621
December 31, 2013 — December 31, 2014	$	1,621	$	3,269	$	(154	)	$	4,736

(1) Deductions from reserve represents accounts written off, net of recoveries.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures — We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (the "Act") is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the

100

Act, for the period ended December 31, 2014. Based on the evaluation performed, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting — There have been no changes in our internal control over financial reporting (as such term is defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting — Management conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2014.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following are the names, ages and a brief account of the business experience for the past five years of our directors and executive officers as of March 10, 2015. Unless the context otherwise indicates, references herein to “we,” “our,” “us,” or “the Company” refer to Delta Tucker Holdings, Inc. and its consolidated subsidiaries.

Name	Age	Position
James E. Geisler	48	Interim Chief Executive Officer and Director
Chan Galbato	52	Lead Director
General Michael Hagee (USMC Ret.)	70	Director
Brett Ingersoll	51	Director
General John Tilelli (USA Ret.)	73	Director
Michael Sanford	33	Director
William T. Kansky	53	Senior Vice President and Chief Financial Officer
Gregory S. Nixon	51	Senior Vice President, Chief Administrative Officer and Chief Legal Officer
George C. Krivo	52	Senior Vice President, Business Development
Eric Lannen	49	Senior Vice President, Human Resources
Lawrence Phillips	44	Senior Vice President, Operations
Randall Bockenstedt	60	Senior Vice President, DynLogistics
James Myles	62	Senior Vice President, DynAviation

Each of our directors brings extensive management and leadership experience gained through their service in our industry and other diverse businesses. In these roles, they have taken hands-on, day-to-day responsibility for strategy and operations. In the paragraphs below, we describe specific individual qualifications and skills of our directors that contribute to the overall effectiveness of our Board of Directors (the “Board”) and its committees. In addition, as discussed in the paragraphs below, certain of our executive officers are employees of Cerberus Operations and Advisory Company, LLC ("COAC") and seconded to us pursuant to the COAC Agreement, which is described under "Certain Relationships and Related Transactions, and Director Independence" and Note 12 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

James E. Geisler is an employee of COAC who has been seconded to us as our Interim Chief Executive Officer since he joined COAC in August 2014. Mr. Geisler is currently a director of the Company and has been a director since September 2012. He was a member of the Company's Audit Committee and Business, Ethics and Compliance Committee since September 2012, until accepting his current role as Interim Chief Executive Officer in August 2014. Prior to joining COAC, Mr. Geisler was the Chief Operating Officer and Chief Financial Officer at CreoSalus, a Kentucky-based life-science company. Before joining CreoSalus in 2010, he spent 17 years with United Technologies Corporation, a Dow Jones company with over $50 billion in revenue with operations in six industries, including the aerospace and security industries. Mr. Geisler was co-Chief Financial

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Officer for four years with responsibilities including treasury, investor relations and financial planning. He also served as Vice President of Strategy, in charge of business development and acquisitions. Mr. Geisler's career began with General Electric's aerospace business with assignments in the U.S. and Asia. He holds a Master's in Business Administration from the University of Virginia's Darden Graduate School of Business Administration and a Bachelor of Business Administration from the University of Kentucky.

Chan Galbato currently serves as the Chief Executive Officer of COAC, a position he has held since March 2012. Mr. Galbato served as a Senior Operating Executive of Cerberus since 2009. Prior to joining Cerberus, Mr. Galbato served as the Chief Executive Officer and President of the Controls Group at Invensys plc, the President of Services for The Home Depot, and President and Chief Executive Officer of Armstrong Floor Products. He also serves as Chairman of Blue Bird Corporation and YP Holdings LLC and is a member of the board of directors of Steward Health Care LLC. From 2006 to 2013, he was also a director of the Brady Corporation, most recently as its Lead Director. He holds a Master’s degree in Business Administration from the University of Chicago and a Bachelor’s degree in economics from the State University of New York. Mr. Galbato was selected to serve as one of our directors because of his extensive experience in financing, private equity investments and board service.

General Michael Hagee (USMC Ret.) has been a director since July 2010. He is President and CEO of the Admiral Nimitz Foundation and is an independent consultant to corporate executives and business leaders. He served more than 38 years in the U.S. Marine Corps, finishing his active duty career as the 33rd Commandant of the Marine Corps and a member of the Joint Chiefs of Staff. General Hagee holds Master's degrees in electrical engineering and national security studies from the U.S. Naval Academy. He served on the U.S. Department of Defense Science Board and the National Security Advisory Council for the Center for U.S. Global Engagement and U.S. Global Leadership Campaign. General Hagee was selected to serve as one of our directors due to his extensive knowledge about our two largest clients - the Department of Defense and the Department of State, extensive board and oversight experience, which allows him to bring additional perspective to our Board of Directors.

Brett Ingersoll has been a director since July 2010. Mr. Ingersoll has served as Senior Managing Director and Co-Head of Private Equity at Cerberus since January 2002. He is also a member of the boards of directors of Grifols S.A., Steward Healthcare System, Covis Pharmaceuticals and EntreCap Financial. Mr. Ingersoll holds a Bachelor's degree in economics from Brigham Young University and a Master's degree in business administration from Harvard Business School. Mr. Ingersoll was selected to serve as one of our directors because he has extensive experience in financing, private equity investments and board service.

General John Tilelli (USA Ret.) has been a director since July 2010. General Tilelli is currently Chairman and CEO of Cypress International, Inc. He served two combat tours in Vietnam, commanded the 1st Cavalry Division during Operations Desert Shield and Desert Storm, and served four times in Germany. General Tilelli served as the Vice Chief of Staff of the Army, and concluded his active duty career as Commander in Chief of the United Nations Command, Republic of Korea, U.S. Combined Forces, and U.S. Forces Korea. He was appointed as President and CEO of the USO Worldwide Operations in March 2000. General Tilelli holds a Bachelor's degree in economics from Pennsylvania Military College, now Widener University, and was commissioned as an Armor Officer. He earned a Master's degree in administration from Lehigh University and graduated from the Army War College. General Tilelli was awarded honorary doctoral degrees by Widener University and the University of Maryland. General Tilelli was selected to serve as one of our directors due to his extensive knowledge about our two largest clients - the Department of Defense and the Department of State, and extensive board and oversight experience, which allows him to bring additional perspective to our Board of Directors.

Michael Sanford currently serves as a Managing Director of Cerberus Capital Management, L.P.’s private equity group. Mr. Sanford joined Cerberus in 2006. Prior to joining Cerberus, Mr. Sanford was at The Blackstone Group in its Restructuring and Reorganization Advisory Group. He also serves as a member of the board of directors of YP Holdings LLC, Tier 1 Group LLC and DynCorp International FZ-LLC. He holds a Bachelor’s degree with highest distinction in finance and international business from the Schreyer Honors College at the Pennsylvania State University. Mr. Sanford was selected to serve as one of our directors because he has extensive experience in financing and private equity investments.

William T. Kansky has been our Senior Vice President and Chief Financial Officer since August 2010. Previously he was Vice President and Chief Financial Officer at ITT Defense and Information Solutions, which he joined in April 2006. He has worked in the finance organizations of Westinghouse Broadcasting Company and Group W Information Services. He holds a Bachelor's degree in finance from Central Connecticut State University.

Gregory S. Nixon is a Managing Director of COAC who has been seconded to us as our Senior Vice President, Chief Administrative Officer and Chief Legal Officer where he oversees the legal, contracts and compliance affairs of the Company since he joined COAC in September 2014. From October 2013 to August 2014, Mr. Nixon served as Chief Legal Officer of CH2M HILL Companies, Ltd. Prior to CH2M Hill, Mr. Nixon served as our Senior Vice President, Corporate Secretary and General Counsel. Previously, Mr. Nixon worked for McKinsey & Company Inc., from August 2007 to September 2009. From September 2002 to August 2007, he was at Booz Allen Hamilton Incorporated as a Principal and Associate General Counsel. Mr. Nixon also practiced law at the international law firm of Howrey & Simon LLP in their Commercial Litigation Group and Intellectual Property Group. After serving as a commissioned officer in the U.S. Air Force, Mr. Nixon held senior government positions in the U.S.

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Government Accountability Office and served as special counsel in the intelligence community. He is a retired Lieutenant Colonel in the U.S. Air Force Judge Advocate General’s Corps Reserve. Mr. Nixon is a licensed patent attorney. Mr. Nixon has a Bachelor’s of Science in mechanical engineering from Tuskegee University and a Juris Doctor degree from Georgetown University Law Center.

George C. Krivo is a COAC employee who has been seconded to us as our Senior Vice President, Business Development since he joined COAC in September 2014. From December 2010 to May 2014, Mr. Krivo was employed by us and held numerous positions, including serving as our Senior Vice President of DynLogistics from March 2013 until May 2014, our Senior Vice President of Business Development from January 2011 to March 2013 and our Vice President, Land Systems in our Global Platform Support Solutions segment from December 2010 to January 2011. Previously, Mr. Krivo served as vice president and division manager for Science Applications International Corporation (SAIC) before joining us in August 2009.  From August 2005 to December 2008, Mr. Krivo was vice president and general manager of DRS Technologies’ Engineering & Logistics Enterprise and led business development for the land vehicle electro-optical/infrared business. From 1985 to 2005, Mr. Krivo served as an active duty commissioned officer in the U.S. Army. Mr. Krivo’s military experience includes serving as policy advisor to the chairman of the Joint Chiefs of Staff; strategy advisor to the Chief of Staff of the Army, senior military spokesperson for coalition forces in Iraq, operations officer for a Patriot missile brigade in Germany and commander of an armored and mechanized Task Force in Bosnia.  Mr. Krivo holds a Master of Arts from the University of Oklahoma and a Bachelor of Arts from Cornell College.

Eric Lannen has been our Senior Vice President, Human Resources since April 2014. Previously, Mr. Lannen served as Vice President of Human Resources for McDermott International from August 2012 to March 2014. From September 2006 to July 2012 Mr. Lannen led the talent acquisition function for IBM across Asia Pacific, Africa, the Middle East & South America after being promoted from the Director, HR Outsourced Services. His most recent role in the defense industry was as Vice President, Human Resources for the government division of Kellogg Brown & Root (KBR) where he served from August 2004 to August 2006. He holds a Bachelor of Science degree from Texas A&M University and has passed the Society of HR Management (SHRM) certification credentials to be a Senior Professional of Human Resources.

Lawrence Phillips was our Senior Vice President, Operations from April 2012 to March 2015, at which time he left the Company. Before joining DI Mr. Phillips led strategic initiatives for DI on behalf of Cerberus Capital Management L.P. Mr. Phillips joined Cerberus in 2003 and has managed corporate transformation projects for other portfolio companies, most notably as Senior Vice President of Formica Corporation, a global building materials manufacturer. Before joining Cerberus he was a senior finance and marketing executive for BigMachines, Inc. Mr. Phillips began his career in management positions at GE Appliances and GE Power Systems. He was later appointed to the GE corporate audit staff and led operations-improvement projects and financial audits for GE businesses in the U.S. and in Europe.

Randall Bockenstedt has been our Senior Vice President, DynLogistics since September 2014. Mr. Bockenstedt joined the company in February 2010 and has served in several leadership roles, including leading the Operations and Maintenance Business Area Team. He also previously served as program director for the FIRST IDIQ, which includes programs at Fort Campbell, Kentucky, and Fort Bliss, Texas from April 2010 to September 2011. Mr. Bockenstedt has experience working on a number of global base operations and logistics programs which began with his service in the U.S. Army. He holds a Master’s degree in strategic studies from the Air War College as well as a Master’s degree in Public Administration from Shippensburg University of Pennsylvania.

James R. Myles has been our Senior Vice President, DynAviation since April of 2013. Prior to this role, he served as Vice President of the Company's Aviation BAT from February 2011 to March 2013. Mr. Myles joined us in February 2011, after being retired three years as the Commanding General of the U.S. Army Aviation and Missile Command ("AMCOM"). During his service in the Army General Myles led the Army Test and Evaluation Command and the Army Operational Test Command. He served in the 160th Special Operations Aviation Regiment and he led the 17th Aviation Brigade in Korea. He began his 36-year Army career as an infantry platoon leader and qualified early on in rotary and fixed-wing aircraft maintenance.

CORPORATE GOVERNANCE

Code of Ethics and Business Conduct

Every action or decision at the Company is based upon our values:  We Serve, We Care, We Empower, We Perform, We Do the Right Thing. Our Code of Ethics and Business Conduct (“Code”) establishes requirements and direction to translate these values into action, every day, and for everything we do. Employees, directors, officers, contractors, and agents are expected to operate in a manner consistent with these values and this Code. It is our commitment to conduct business honestly, ethically and in accordance with best practices and the applicable laws of the U.S. and other countries in which we operate.

We have a comprehensive and longstanding ethics and compliance program in support of our Code. It includes mandatory training on a wide range of topics, consistent communication, and a robust system to report concerns or potential violations. We are guided at all times by the highest standards of integrity, whether dealing with customers, co-workers, or others. By operating

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each day with this commitment in mind we can provide a solid return to our shareholders, develop meaningful work for our employees, and create something of value for our communities. The Code of Ethics and Business Conduct addresses, among other matters, the obligation of accounting and financial personnel to maintain accurate records of the Company's operations, comply with laws and report violations. Our Code of Ethics and Business Conduct is posted on our website, http://www.dyn-intl.com, under the heading “Investor Relations - Corporate Governance”.

Corporate Governance Guidelines and Information

We are committed to maintaining and practicing the highest standards of ethics and corporate governance. The Board has adopted Corporate Governance Guidelines that provide a flexible framework within which the Board and its committees oversee the governance of the Company. These guidelines are available on our website, http://www.dyn-intl.com, under the heading “Investor Relations - Corporate Governance”. The Board of Directors assesses the Corporate Governance Guidelines annually. The Corporate Governance Guidelines addresses, among other matters, the duties of the Board and its Committees, Board composition and criteria, procedures for annual evaluation of the Board and the Chief Executive Officer, executive succession planning and communications with other constituents.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has established three standing committees: (1) Audit, (2) Business Ethics and Compliance and (3) Compensation. In addition, special committees may be established under the direction of the Board when necessary to address specific issues. As of December 31, 2014 the committees consisted of the following members of the Board:

Name	Audit	Business Ethics and Compliance	Compensation
James E. Geisler (1)
Chan Galbato	X
General Michael Hagee (USMC Ret.)	X	C	X
Brett Ingersoll	X		C
General John Tilelli (USA Ret.)	C	X	X
Michael Sanford	X

(1) Upon Mr. Geisler's employment as Interim Chief Executive Officer in July 2014, he left his positions on the Audit and Business Ethics and Compliance committees; however, he continued to serve on the Board. See "Director Compensation" under Item 11 below for further detail.

C - Committee Chairman

X - Committee Member

STANDING COMMITTEES

Audit Committee

The Audit Committee oversees risks related to the Company's financial statements, the financial reporting process, certain compliance issues and accounting matters. The Audit Committee is also responsible for the oversight of (i) management's assessment of internal controls; (ii) our internal audit function; (iii) the Company's policies and practices with respect to enterprise risk management programs and processes; and (iv) audits of the Company's financial statements on behalf of the Board. Among other duties, it is directly responsible for the selection and oversight of our independent auditors. The functions of the Audit Committee are further described in the Audit Committee's charter. The Audit Committee met four times during the year ended December 31, 2014. The Audit Committee met on March 10, 2015 in relation to the year ended December 31, 2014. The Audit Committee’s charter is available on our website, http://www.dyn-intl.com, under the heading “Investor Relations — Corporate Governance.”

Even though our stock is not publicly traded as of the Merger, in accordance with our Corporate Governance Guidelines, Members of the Audit Committee who are determined by the Board to be independent, if any, within the meaning of our Corporate Governance Guidelines must satisfy the requirements of the New York Stock Exchange (“NYSE”). The Board determined that General Hagee and General Tilleli are independent Directors. Mr. Galbato, Mr. Ingersoll and Mr. Sanford are not considered as independent Directors because of their employment with Cerberus.

The Board does not prohibit its members from serving on boards or committees of other organizations, and has not adopted any specific guidelines limiting such activities. However, the service on boards or committees should be consistent with the Company's conflict of interest policies and the terms of the charters of the various committees of the Board.

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The Board has determined that Messrs. Galbato, Ingersoll and Sanford are “audit committee financial experts” as defined by the United States Securities and Exchange Commission (“SEC”) rules. Mr. Galbato and Mr. Ingersoll currently serve on the Audit committees of other public companies in addition to our Audit Committee, and the Board has determined that their simultaneous service does not impair their ability to serve effectively on the Company's Audit Committee.

Business Ethics and Compliance Committee

The Business Ethics and Compliance Committee is responsible for (i) overseeing and monitoring the Company's conformance with good business practices, public image and Government and industry standards, (ii) assisting the Board in its general oversight of the Company's compliance with the legal and regulatory requirements of the Company's business operations and (iii) overseeing the ethics and compliance program, including the compliance with the Company's Code of Ethics and Business Conduct.

The Business Ethics and Compliance Committee's charter is available on our website, http://www.dyn-intl.com, under the heading “Investor Relations - Corporate Governance.”

Compensation Committee

Our Compensation Committee is responsible for making recommendations to the Board concerning the compensation of the CEO and other executive officers, including the appropriateness of salary, incentive compensation, equity-based compensation plans and certain other benefit plans. Our Compensation Committee evaluates the performance of the CEO and other executive officers in setting their compensation levels and considers the Company's performance, as well as other factors deemed appropriate by our Compensation Committee. Our Compensation Committee occasionally engages independent consulting firms to review and evaluate various elements of the CEO's and other executive officers' total compensation, as discussed below under “Compensation Discussion and Analysis.” Our Compensation Committee met six times during the year ended December 31, 2014. On March 10, 2015, the Compensation Committee met to approve calendar year 2015 compensation for the NEOs.

Our Compensation Committee’s charter is available on our website, http://www.dyn-intl.com, under the heading “Investor Relations — Corporate Governance.”

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ITEM 11. EXECUTIVE COMPENSATION.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis ("CD&A") describes the policies and objectives underlying our compensation program for our Named Executive Officers (“NEOs”). Accordingly, this section addresses and analyzes each element of our NEOs' compensation program. Our NEOs were made up of our (1) current interim CEO, (2) former CEOs, (3) current CFO, (4) three most highly compensated executive officers other than the CEO and CFO who were serving as executive officers as of December 31, 2014, and (5) two former executive officers serving during the year who were not serving as executive officers as of December 31, 2014 but who would have been among the three most highly compensated executive officers other than the CEO and CFO if they were serving as executive officers as of December 31, 2014. This section also presents a series of tables containing specific information about the compensation awarded to, earned by or paid to our NEOs. For the year ended December 31, 2014, our NEOs were:

• James E. Geisler, a COAC employee seconded to us as Interim Chief Executive Officer as of December 31, 2014, who is named executive officer by reason of his position with us;

• S. Gordon Walsh, former Chief Executive Officer, who was a named executive officer by reason of his former position with us;

• Steven F. Gaffney, former Chief Executive Officer, who was a named executive officer by reason of his former position with us;

• William T. Kansky, Senior Vice President and Chief Financial Officer as of December 31, 2014; who is a named executive officer by reason of his position with us;

• George C. Krivo, a COAC employee seconded to us as Senior Vice President, Business Development, who is a named executive officer by reason of his level of compensation as an executive officer;

• Gregory S. Nixon, a COAC employee seconded to us as Senior Vice President, Chief Administrative Officer and Chief Legal Officer, who is a named executive officer by reason of his level of compensation as an executive officer;

• Lawrence Phillips, Senior Vice President, Operations, who is a named executive officer by reason of his level of compensation as an executive officer;

• Christopher C. Bernhardt, former President, who was a named executive officer by reason of his level of compensation as a former executive officer;

• Joseph Ruffolo Jr., former Chief of Staff, who was a named executive officer by reason of his level of compensation as a former executive officer.

Executive Summary

The Compensation Committee believes that the success of the Company in achieving its strategic objectives will depend in large part on the ability to attract and retain exceptional executive talent and to align the interests of all executives with investor success. The Compensation Committee has established an approach to executive remuneration that it believes will help achieve this mission and reduce the risks surrounding executive performance.

To provide the necessary and appropriate support to achieve investor success, the Compensation Committee uses the following approach:

• providing cash compensation opportunities, including base salary and incentive compensation, to executive officers that, in the aggregate, reflect general industry practice; requiring that in order to earn targeted cash compensation levels, executive officers must meet financial objectives approved in advance by the Compensation Committee;

• providing equity and other long-term incentives that reward executives for successful value creation, on terms comparable to those of our investors; and

• allowing individual pay levels to vary considerably with individual executive responsibilities, capabilities and performance.

Executive Compensation Philosophy

Our Compensation Committee believes our compensation programs must assist us in attracting and retaining superior talent, and should motivate our NEOs to achieve our business objectives. Based on this philosophy, the compensation of our NEOs

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includes a combination of salary, annual incentive (i.e., cash bonuses), long-term incentives and equity compensation, and other employment benefits. Salary and other employment benefits are intended to provide a competitive foundation for attracting and retaining executives. The annual cash bonus is intended to incentivize and reward management for achieving financial milestones. The Company maintains an equity compensation plan and a long-term incentive plan for certain executives which together with cash compensation opportunities described below will provide competitive total remuneration when, and to the extent, investor objectives are realized. The Compensation Committee maintains such plans to better align compensation with investor objectives and to cause a portion of our NEOs' compensation to be contingent upon the long-term success of the Company.

Our Compensation Committee did not establish any specific percentile pay objectives during or for calendar year 2014. The Compensation Committee operates to ensure individual NEO compensation opportunities are commensurate with executive skills, leadership and performance and role impact. In addition, our Compensation Committee ensures that the aggregate cost of executive talent is generally within the range of competitive practice.

DynCorp Management LLC (“DynCorp Management”) maintains an Equity Incentive Plan to issue authorized classes of membership interests. DynCorp Management was formed in October 2013 between Cerberus Series Four Holdings LLC (“Cerberus Series Four”), Cerberus Partners II, L.P. (“CP II”), Defco Holdings, Inc. ("Holdings"), the non-member manager and certain members of management and outside directors (“Members” or future “Members”) of the Company, solely for acquiring, managing and disposing of shares of common stock of Holdings. All of DynCorp International Inc.'s issued and outstanding common stock is owned by the Company, and all of the Company's issued and outstanding common stock is owned by our parent, Holdings. Awards of DynCorp Management Class B-1 Interests and Class B-2 Interests are made to certain members of management and outside directors of Holdings and its subsidiaries, including Delta Tucker Holdings, Inc. The grant and vesting of the awards is contingent upon the executive’s consent to the terms and conditions set forth in the Class B-1 Interests and B-2 Interests Agreements.

The Company maintains a long-term cash incentive bonus for certain members of management and outside directors, where in the event of a change in control, subject to the various members of management continued employment with the Company through such a change in control and execution of a restrictive covenant agreement within fourteen days of receipt of such agreement, the various members of management shall be eligible to receive a cash incentive bonus. As of December 31, 2014 there was no impact to the financial statements as no triggering event had occurred.

Our long term cash incentive bonus was extended to certain executives as they were deemed necessary to the ongoing performance of the Company's, and its subsidiaries, operations. As such the long term incentive bonus is intended to retain the services of the executive in the event of a change in control.

We are a party to an employment agreement with Mr. Kansky and were formerly parties to employment agreements with Messrs. Walsh, Gaffney and Bernhardt and during his 2014 service as an employee of the Company, Mr. Krivo, which establish minimum salaries, annual incentive compensation targets and also provide for termination payments under certain circumstances. We believe that securing the agreement of these key individuals provides a reasonable level of income security for the executive and covenant protections for the business.

Mr. Geisler is party to a secondment agreement with COAC and DI, given that his direct employer as of December 31, 2014 was COAC. The terms of the secondment set forth the structure of the services relationship of Mr. Geisler with the Company, and the terms concerning compensation in respect to his service. As a secondee, Mr. Geisler remains employed and compensated by COAC. The secondment agreement allows the Company to retain necessary high level talent to fulfill important roles at the Company. The material terms of his secondment agreement are discussed further below, under the headings “Employment Agreements” and “Other Potential Post-Employment Payments.” The Board of Directors retains discretion to provide employment agreements to and execute on the Company's behalf secondment agreements for our NEOs.

Executive Compensation Oversight

Our executive compensation program is administered by our Compensation Committee. As reflected in its charter, our Compensation Committee is charged with reviewing and approving executive salaries, incentive arrangements, and goals and objectives relevant to the performance of our NEOs. Furthermore, our Compensation Committee is also responsible for overseeing all other aspects of executive compensation including executive benefits and perquisites, post-employment benefits and employment agreements. In addition, no less than annually, our Compensation Committee appraises the performance of our NEOs in light of these goals and objectives and sets compensation levels based on this evaluation. For the year ended December 31, 2014, the CEO provided individual performance assessments to our Compensation Committee on performance of individual NEOs other than himself. At the March 10, 2015 Committee meeting, our Compensation Committee reviewed the performance of the CEO in an executive session, without the CEO or any member of management present.

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Secondments

For those NEOs that are secondees to the Company, no compensation is paid directly by the Company to the NEO. Rather, COAC pays the NEO directly as its employer and the Company pays COAC pursuant to the applicable secondment agreement for the services provided to the Company by the NEO. As COAC employees, Mr. Krivo and Mr. Nixon were not participating for 2014 in the Company's annual incentive, long-term incentive or equity compensation plans, and were not receiving employment benefits, including any savings plan match, directly from the Company. Mr. Geisler participates in the long-term incentive and equity compensation plans as part of his service as a director but does not participate in any incentive bonus or other employment benefits. Under Mr. Geisler's secondment agreement, there is no explicit severance, or similar termination compensation and provisions applicable. The Company is not involved with setting compensation or benefits paid by COAC to our seconded NEOs.

Use of Consultants

For the year ended December 31, 2014, the Compensation Committee retained Board Advisory, LLC as its compensation consultant to provide advice and resources regarding pay practices relevant to the Company as an employer, and to assist the Compensation Committee in the design of related executive compensation and employment programs. Board Advisory, LLC reports directly to the Compensation Committee, and the Compensation Committee has the sole power to terminate or replace and authorize payment of fees to Board Advisory, LLC. The Compensation Committee directed Board Advisory, LLC to work with members of our management to obtain information necessary for it to form its recommendations and evaluate management's recommendations. Board Advisory, LLC also met with the Compensation Committee during the Compensation Committee's regular meetings and in executive session. Board Advisory, LLC provided additional services during the year ended December 31, 2014 related to the stock based compensation and long-term incentive bonus plans. At the Compensation Committee request, the Board Advisory, LLC provided the Compensation Committee with comparative market data and general survey data with respect to executive officer positions.

Elements of our Executive Compensation Program

The primary elements of our executive compensation program, which covers our non-seconded NEOs as well as other officers and key executives of the company, for the year ended December 31, 2014 were;

• base salary;

• an annual incentive bonus, paid in cash;

• equity based compensation plan;

• long-term incentive bonus plan;

• a tax-qualified savings plan with matching company contributions; and

• perquisites and other personal benefits.

In setting compensation amounts for each such NEO, our Compensation Committee considers, among other factors, the responsibilities, performance and experience of the executive, as well as comparative market pay data. In setting initial target compensation levels the Compensation Committee sets both a salary and a target annual incentive amount, expressed as a percent of base salary. Subsequent increases to base salary are set based on an evaluation of individual performance, as well as responsibilities and comparative market data. Changes to the annual cash incentive target are based on individual executive responsibilities, within the general parameters of competitive practice.

Given satisfactory performance evaluations and achievement of investor financial objectives, our goal is to manage NEO cash compensation (salary and annual cash bonus) within the range of competitive practice. The Long-term incentive plan and equity compensation plan implemented in 2013, for certain members of management and outside directors, in combination with cash compensation, is intended to provide competitive total remuneration when investor objectives are realized, subject to the executives' and directors' continued employment with the Company. The combination of compensation plan elements provides for superior pay opportunities that are externally competitive and align with the business objectives of the Company while ensuring investors' objectives are achieved.

Our seconded NEO costs are managed by the Compensation Committee which includes executive leadership of the COAC through Mr. Ingersoll's participation.

Further specifics with regard to each element of compensation are discussed in the sections below.

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Base Salary

We pay our non-seconded NEOs a base salary as fixed compensation for their time, efforts and commitments throughout the year. Salary levels are typically reviewed annually as part of our performance review process as well as upon a promotion or other change in job responsibility. Our review cycle for base salary increases for calendar year 2014 occurred from January to March. Due to competitive pressures within our industry, we froze salary increases for calendar year 2014 and in some instances requested NEOs to take a voluntary, yet temporary, pay reduction to their base salary. The Compensation Committee considers, among other performance standards, the NEO's contributions in assisting the Company in meeting its financial targets, improving operational efficiencies, creating and executing a clear strategy, leading and overseeing significant company driven projects, creating a winning culture of compliance and safety. Generalized competitive pay data in survey format is reviewed by our Compensation Committee as a reference point, but does not necessarily control the Compensation Committee's pay decisions.

Individual performance is assessed through our annual employee evaluation process, which compares performance goals established for the NEO's position within our Company to the NEO's actual performance for the year.

Base salaries are included in total salary, as reflected in column (c) of the “Summary Compensation Table” below, and further described below in the “NEOs on an Individualized Basis” section. Base salaries are also described in the table below under Incentive Bonus Compensation.

Incentive Bonus Compensation

We have established the Management Incentive Plan ("MIP") to provide additional annual cash compensation to eligible participants for their contribution to the achievement of our objectives, to encourage and stimulate superior performance and to assist in attracting and retaining highly qualified executives.

Under the MIP, target bonus amounts for the year ended December 31, 2014 were based on a percentage of base salary, according to each non-seconded NEO's level and overall job responsibilities. This method of assigning each applicable NEO a MIP target bonus percentage is consistent with our compensation philosophy, as discussed within the “Executive Compensation Philosophy” section above. Actual incentive bonus compensation paid to each executive is reflected in column (f) of the “Summary Compensation Table” below, and further described below in the “NEOs on an Individualized Basis” section.

Specific target bonus percentages are set forth in the following table:

Covered NEO	Calendar Year	Annual Base Salary		Annual Target  Bonus Percentage	Annual Target Bonus Amount
Mr. Geisler (1)	2014	$	—	—%	$	—
Mr. Walsh	2014	$	950,000	100%	$	950,000
Mr. Gaffney	2014	$	1,900,000	130%	$	2,470,000
Mr. Kansky	2014	$	760,000	100%	$	760,000
Mr. Krivo (1)	2014	$	—	—%	$	—
Mr. Nixon (1)	2014	$	—	—%	$	—
Mr. Phillips	2014	$	375,000	60%	$	225,000
Mr. Bernhardt	2014	$	522,500	100%	$	522,500
Mr. Ruffolo	2014	$	352,260	50%	$	176,130

(1) As seconded executives, Mr. Geisler, Mr. Krivo and Mr. Nixon do not participate in the MIP.

Bonuses are paid under the MIP based on the attainment of certain financial performance targets that were approved by our Compensation Committee, as set forth below. The MIP provides that the target bonus percentages and performance targets will be established annually during the first 90 days of the plan year.

For the year ended December 31, 2014, the financial performance metrics for our eligible NEOs included adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”), orders and free cash flow. Each eligible NEO's bonus payout formula is based on performance metrics tied to our consolidated performance. Adjusted EBITDA is calculated by adjusting EBITDA for the items described below. We use Adjusted EBITDA as it provides a meaningful measure of operational performance on a consolidated basis because it eliminates the effects of period to period changes in taxes, costs associated with capital investments and interest expense, and adjusts for certain items as defined in our Credit Facility and indenture, see Item 7 Non-GAAP measures for additional information. We established orders as a key measure, as it measures future revenue related to new businesses and growth to existing businesses and is consistent with our long-term strategic operational growth plan. We reward effective management of free cash flow as it is reflects how well we are managing the cash flows of our operating activities.

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Based on Company performance, there was no payout for the MIP for calendar year 2014. Had bonuses been earned by our non-seconded NEOs under the MIP for performance for the year ended December 31, 2014, they would be reflected in column (f) of the “Summary Compensation Table” below. Our consolidated performance targets and actual results for the year ended December 31, 2014 were as follows:

Calendar Year Ended	Performance Metric	Performance Targets			Weighting of Performance Metrics	Actual Results
December 31, 2014	Adjusted EBITDA	$	150.0	million	60%	$	109.0	million
	Orders(1)	$	3,000.0	million	20%	$	2,159.3	million
	Free Cash Flow(2)	$	71.4	million	20%	$	15.1	million

(1) Orders utilized for performance metric purposes are calculated as the funded and unfunded net changes to contract values, including exercised and unexercised options as of December 31, 2014. Estimated future task orders under IDIQ contracts are not considered Orders until the task orders are awarded.

(2) Free cash flow utilized for performance metric purposes is calculated as cash flows from operating activities less property, plant and equipment and purchased software in calendar year 2014.

Calendar Year 2014 Incentive Bonus Compensation

As noted above, no incentive bonus compensation was approved for the year ended December 31, 2014 as the Company did not achieve its performance targets.

Long-Term Incentive Compensation Plan

The Company maintains a long-term cash incentive bonus for certain executives, where in the event of a change in control, subject to the executives’ continued employment with the Company through such a change in control and execution of a restrictive covenant agreement within fourteen days of receipt of the executed agreement, the executive shall be eligible to receive a cash incentive bonus as set forth in each respective individuals agreement.

Equity Incentive Plan

The Company maintains an Equity Incentive Plan to issue authorized classes of membership interests in DynCorp Management for the purpose of providing long-term equity compensation to certain members of management and outside directors. DynCorp Management granted Class B-1 Interests and Class B-2 Interests to certain executives employed by Holdings and its subsidiaries, including Delta Tucker Holdings, Inc. The vesting of the awards is contingent upon the NEO’s consent to the terms and conditions set forth in the Class B-1 Interests and B-2 Interests Agreements.

The Class B-1 Interests are subject to (i) time-based vesting in separate tranches based on the participants’ hire date (with each tranche subject to a specific “Vesting Date”); (ii) acceleration of vesting in certain circumstances (such as in the event of a change in control or termination of the executive without cause); and (iii) continued employment of the recipient by Holdings or its subsidiaries through the applicable Vesting Dates. Class B-1 Interests held by participants hired in 2013 shall vest in five equal 20% installments starting with the grant date, and then on July 15, 2014, July 15, 2015, July 15, 2016 and July 15, 2017. Class B-1 Interests participants hired in 2012 shall vest with respect to 30% of the Class B-1 Interests on the grant date, an additional 20% on July 15, 2014, 20% on July 15, 2015 and with respect to the remaining Class B-1 Interests on July 15, 2016. Class B-1 Interests participants hired in 2010 and 2011 shall vest with respect to 40% of the Class B-1 Interests as of the grant date, an additional 20% on July 15, 2014 and with respect to the remaining Class B-1 Interests on July 15, 2015. Time based vesting provides for ample retention incentives and economic Class B interests align investors and participants, such that participants are rewarded for successes in the business. Due to the timing of the NEO executing their initial interest agreement for shares granted in December 2013, Mr. Gaffney and Mr. Krivo were the only NEOs to vest new grants in calendar year 2014.

Savings Plan

Each non-seconded NEO is eligible to participate in our tax-qualified 401(k) plan on the same basis as all other eligible employees. We provide a Company matching contribution under the 401(k) plan on a non-discriminatory basis. The matching contributions paid by us on behalf of our NEOs are reflected in column (g) of the "Summary Compensation Table" presented below. Details of the plan are discussed in Note 6 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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The Company has a non-qualified unfunded and unsecured deferred compensation plan that is offered to certain members of management allowing for the deferral of salary and bonuses without the statutory limitations present in 401(k) savings plan ("Savings Plan"). The elections under the savings plan must be completely separate and independent of each other. Under the saving plan, the deferral amount limitation is 50% of salary and 100% of bonuses and each participant shall be 100% vested in their accounts, at all times. The Company makes no contributions into the plan and currently the plan only includes contributions by the respective participants. The account balances are not indexed in any particular investments and do not realize earnings.

Perquisites and Other Personal Benefits

We maintain group medical and dental insurance, accidental death insurance and disability insurance programs for our employees, as well as customary vacation and other similar employee benefits. Non-seconded NEOs are eligible to participate in these programs on the same basis as our other U.S. based salaried employees.

Our Compensation Committee established an Executive Benefits Plan for designated executives including our non-seconded NEOs, under which they are reimbursed up to $15,000 per year on a pre-tax basis for annual physical examinations not covered by our group health plans, as well as personal income tax services and estate planning services. Payments under the Executive Benefits Plan are grossed up to compensate for income taxes on the payments. For the year ended December 31, 2014 payments in the aggregate tax adjusted amount of $45,492, were made to our NEOs under this plan and are reflected in column (g) of the Summary Compensation Table.

The cost we incurred in providing term life insurance benefits to each of our non-seconded NEOs is reflected in column (g) of the “Summary Compensation Table” below. This benefit is generally available to most U.S. based non-union employees.

Mr. Gaffney was provided with a special travel accident policy covering January 2014 to July 2014 with a benefit payout amount of $5,000,000 and an annual premium of $33,473. Mr. Krivo was also provided with a special travel accident policy covering his service period as an employee of the Company from January 2014 to June 2014 with a benefit payment of $3,000,000 and an annual premium of $20,084. Each NEO's respective taxable share of the premium for such insurance is reflected in column (g) of the “Summary Compensation Table” below. In addition, Mr. Gaffney had been provided with a $12,500,000 life insurance policy.

Employment Agreements and Post-Employment Benefits

Our Compensation Committee believes it generally to be in our best interests to design compensation programs that: (i) assist us in attracting and retaining qualified executive officers; (ii) provide certainty about the consequences of terminating certain executive officers’ employment; and (iii) most importantly, protect us by obtaining post-termination covenants. Mr. Kansky is the only NEO with an employment agreement as of December 31, 2014. See further discussion in the Executive Compensation section below.

NEO Compensation on an Individualized Basis

The following paragraphs describe the manner in which our Compensation Committee determined the specified amount of each element of compensation for non-seconded NEOs on an individualized basis for the year ended December 31, 2014. Actual compensation under the MIP may differ from targeted compensation based on the achievement of Company annual financial performance targets or through discretionary action by our Compensation Committee. See the “Base Salary,” “Incentive Bonus Compensation” and the "Equity Incentive Plan" for general discussion on the compensation elements discussed below. Other compensation, including 401(k) matching, professional fees reimbursement and related benefits generally available to all domestic employees, are provided to the NEOs, but are not a significant portion of their compensation. Salary levels for each NEO, including consideration of any adjustment in salary, were approved in March 2014 and reflect factors including the NEOs performance during 2013. Due to competitive pressures within our industry, we froze salary increases for calendar year 2014 and in some instances requested NEOs to take a voluntary, yet temporary, pay reduction to their base salary.

Mr. Geisler's compensation is determined by the secondment agreement executed between himself, COAC and DI. Per his secondment agreement the Company is charged $1,630,055 annually for Mr. Geisler's services to DI. As a COAC employee, Mr. Geisler was not eligible to participate in our 2014 MIP program. Mr. Geisler is eligible to receive a long-term cash incentive bonus for his service as a Director of $160,000 as set forth in the long term incentive awards presented in December of 2013, in the event of a change in control, and subject to his continued employment with the Company through such a change in control. Mr. Geisler holds Class B-1 interests through the equity incentive plan. Interests were awarded to him in 2013 for his service as a Director to the Company. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

Mr. Walsh's annual base salary was $950,000, as specified in his calendar year 2014 employment agreement. Upon Mr. Walsh's departure from the Company, he received any accrued and unused vacation earnings for calendar year 2014 through his

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termination date. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

Mr. Gaffney's annual base salary decreased from $2,000,000 to $1,900,000 for the year ended December 31, 2014 as a voluntary and temporary reduction. Per the terms specified in his calendar year 2011 employment agreement, Mr. Gaffney was eligible through our 2014 MIP program to earn a target annual incentive bonus compensation equal to 130% of his salary, with the opportunity to earn up to 200% of his base salary if certain performance levels, as noted under "Incentive Bonus Compensation" above, were achieved. At the time of Mr. Gaffney's departure from the Company in July 2014, the full MIP bonus was accrued for and included in the terms of his severance. Per the terms of his employment agreement, Mr. Gaffney was entitled to severance of $9,200,000 to be paid out over two years in equal monthly installments. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

Mr. Kansky's base salary decreased from $800,000 to $760,000 for the year ended December 31, 2014 as a voluntary and temporary reduction. Mr. Kansky was eligible, through our MIP program, to earn a target annual incentive bonus compensation equal to 100%, of his salary, with the opportunity to earn up to 200% of his base salary if certain performance levels, as noted under "Incentive Bonus Compensation" above, were achieved. Mr. Kansky is eligible to receive a long-term cash incentive bonus of $832,000 as set forth in the long term incentive awards presented in December of 2013 in the event of a change in control, subject to his continued employment with the Company through such a change in control. As of December 31, 2014, Mr. Kansky did not receive any long-term cash incentive bonus as no triggering event had occurred. Mr. Kansky holds Class B-2 interests through the equity incentive plan. Interests were awarded to him in 2013. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

Mr. Krivo's annual base salary as an employee in 2014 was $450,000. As previously reported, Mr. Krivo resigned from employment with the Company in May 2014 and later returned in September 2014 as a seconded executive from COAC. Beginning in September 2014, Mr. Krivo began serving in the capacity as Senior Vice President of Business Development. As a seconded executive Mr. Krivo received $353,697 for services he provided to DI during the calendar year 2014. As a seconded executive, Mr. Krivo does not participate in our MIP program. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

Beginning in September 2014, Mr. Nixon was seconded to the Company from COAC and began serving in the capacity as Senior Vice President, Chief Administrative Officer and Chief Legal Officer. As a seconded executive Mr. Nixon received $548,652 for services he provided to DI during the calendar year 2014. As a seconded executive, Mr. Nixon does not participate in our MIP program. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

Mr. Phillips' annual base salary was $375,000 as of December 31, 2014. Mr. Phillips' salary was established upon his employment as Senior Vice President, Operations in April 2014. Mr. Phillips was eligible through our MIP program to earn target annual incentive bonus compensation of 60% of his base salary if certain performance levels, as noted under "Incentive Bonus Compensation" above, were achieved. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

Mr. Bernhardt's base salary decreased from $550,000 to $522,500 for the year ended December 31, 2014 as a voluntary and temporary reduction. Per the terms specified in his employment agreement, Mr. Bernhardt was eligible through our 2014 MIP program to earn a target annual incentive bonus compensation equal to 100% of his base salary and a potential of up to 200% of his base salary if certain performance levels, as noted under "Incentive Bonus Compensation" above, were achieved. Upon Mr. Bernhardt's retirement from DI in October 2014, it was determined no MIP was payable for calendar year 2014 and therefore no MIP was included in the terms of his severance. Mr. Bernhardt was also previously granted 750 Class B-1 interests through the equity incentive plan. Mr. Bernhardt vested in only the first two of five equal 20% installments, given his October 2014 retirement (i.e. the tranches scheduled to vest on the grant date and July 15, 2014). Upon his retirement and consistent with Mr. Bernhardt's employment agreement, he was paid a severance of $1,100,000 equal to two times his annual salary. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.            

Mr. Ruffolo's base salary remained unchanged in 2014 from 2013 at $352,260. Upon Mr. Ruffolo's departure in October 2014, he received $370,800 of post-employment benefits, including any accrued and unused vacation earnings for calendar year 2014 through his termination date in October 2014 in consideration of Mr. Ruffolo's general release of claims, as well as executing a non-compete and non-solicitation agreement. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

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Tax Implications of Executive Compensation

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (“Section 162(m)”), limits the deduction for a publicly held corporation for otherwise deductible compensation to any “covered employee” to $1,000,000 per year. Since we are a private company and our equity is not publicly traded, Section 162(m) is not applicable to the Company.

RISK MANAGEMENT IMPLICATIONS OF EXECUTIVE COMPENSATION

In connection with its oversight of compensation related risks, our Compensation Committee and management annually evaluates whether our Company's compensation policies and practices create risks that are reasonably likely to have a material adverse effect on our Company. Our compensation (base salary or management incentive plan bonus compensation) is driven by either the passage of time (based on salaries established through market studies) or by a narrow set of performance metrics: (i) Adjusted EBITDA; (ii) orders; and (iii) free cash flow. Compensation based on the passage of time does not create risk-taking incentives. Therefore, we have focused our consideration of risk and rewards on the compensation driven by the three performance metrics.

The structure of our incentive bonus program, which is based on three performance metrics, mitigates risks by avoiding employees placing undue emphasis on any particular performance metric at the expense of other aspects of our business. We believe our performance measures are well aligned with creating long-term value and do not create an incentive for excessive risk taking or unusual pressure on any single operating segment. Furthermore, our compensation policies and practices are consistent throughout the organization, except as it relates to seconded NEOs. With respect to seconded NEOs, the Company is closely involved in compensation decisions of COAC regarding such personnel, with the primary objective to avoid excessive risk taking. We believe that the flat rate of compensation paid to COAC for services its employees provided to us on a seconded basis eliminates any such excessive risk taking. Based on this evaluation, our Compensation Committee determined that our compensation programs do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation Committee consists of General Michael Hagee (USMC Ret.), Brett Ingersoll and General John Tilelli (USA Ret.) none of whom were at any time during the year ended December 31, 2014 or at any other time, an officer or employee of the Company or any of our subsidiaries. Mr. Ingersoll is a Cerberus employee. Pursuant to the terms of the COAC Agreement, we pay Cerberus consulting fees to provide us with reasonably requested business advisory services. Consulting fees incurred for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 totaled $4.9 million, $4.6 million and $3.3 million respectively. See Note 12 for additional information on the COAC Agreement.

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Disclosure and Analysis be included in this Report.

The Compensation Committee consists of:

General Michael Hagee (USMC Ret.)

Brett Ingersoll, Chairman

General John Tilelli (USA Ret.)

EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth information regarding compensation for the calendar year 2014, calendar year 2013, and calendar year 2012, awarded to, earned by or paid to our NEOs.

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Name and Principal Position	Calendar/ Fiscal Year (1)	Salary ($)(2)	Bonus ($)	Stock (Equity) Awards ($) (3)	Non-Equity Incentive Plan Compensation ($) (4)	All Other Compensation ($) (5)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
James E. Geisler Interim Chief Executive Officer	2014	—	—	—	—	436,034	436,034
S. Gordon Walsh Former Chief Executive Officer	2014	54,808	—	—	—	28,449	83,257
Steven F. Gaffney Former Chief Executive Officer	2014	1,090,385	—	1,859,455	—	9,493,612	12,443,452
	2013	2,000,000	—	—	1,534,000	1,160,462	4,694,462
	2012	2,000,000	—	—	2,678,400	189,475	4,867,875
William T. Kansky Senior Vice President, Chief Financial Officer	2014	760,000	—	—	—	73,904	833,904
	2013	800,000	—	90,204	472,000	42,211	1,404,415
	2012	731,154	—	—	824,100	79,815	1,635,069
George C. Krivo Senior Vice President, Business Development	2014	192,115	—	13,179	—	409,169	614,463
	2013	450,000	—	—	225,000	146,283	821,283
	2012	450,000	—	—	463,600	86,755	1,000,355
Gregory S. Nixon Senior Vice President, Chief Administrative Officer and Chief Legal Officer	2014	—	—	—	—	548,652	548,652
	2013
	2012	605,389	—	—	669,600	93,626	1,368,615
Lawrence Phillips Senior Vice President, Operations	2014	375,000	—	—	—	46,064	421,064
Christopher Bernhardt Former President	2014	400,337	—	—	—	1,165,560	1,565,897
	2013	137,716	—	471,080	94,000	133,704	836,500
Joseph Ruffolo Jr., Former Chief of Staff	2014	280,596	—	—	—	437,686	718,282

(1) Information is not presented for Mr. Geisler, Mr. Walsh, Mr. Nixon, Mr. Phillips, Mr. Bernhardt and Mr. Ruffolo for the periods prior to the year of becoming NEOs, except for Mr. Nixon who was a NEO in calendar year 2012.

(2) For Mr. Krivo, the Salary column for 2014 represents the amount of base compensation received by him as an employee prior to his resignation. Consulting payments paid by COAC for his service as a seconded executive are reflected under All Other Compensation.

(3) The amounts reported in column (e) represents service-based Class B interests for the aggregate grant date fair value of awards computed in accordance with FASB Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation. The amount reported in column (e) relating to service-based Class B interests for the aggregate grant date estimate of compensation costs to be recognized over the service period, excluding the effect of forfeitures with respect to performance awards.

(4) The amounts reported in column (f) represent cash bonuses that were earned for calendar year 2014, calendar year 2013 and in calendar year 2012 pursuant to our MIP, which is discussed above under the heading “Incentive Bonus Compensation.”

(5) The amount of each component of All Other Compensation reported in column (g) for each NEO is set forth in the “All Other Compensation” table below. Compensation paid by COAC for the services rendered by NEOs seconded to the Company by COAC are reflected in the All Other Compensation table.

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All Other Compensation

The following table outlines perquisites and personal benefits provided to our NEOs in calendar year 2014, calendar year 2013, and calendar year 2012.

Name	Calendar/ Fiscal Year	Consulting Payments Under COAC Agreement	401(k) Matching Contributions ($) (1)	Severance ($)	Director Fees ($)(2)	Professional  Fees and Reimburse-ments ($)	Taxable Relocation ($)	Cost of Insurance Policies ($) (3)	Total Other Compensation ($)
Mr. Geisler	2014	351,034	—	—	85,000	—	—	—	436,034
Mr. Walsh	2014	—	—	—	—	22,844	—	5,605	28,449
Mr. Gaffney	2014	—	—	9,200,000	—	234,803	—	58,809	9,493,612
	2013	—	—	—	—	40,422	956,023	164,017	1,160,462
	2012	—	—	—	—	89,848	53,596	46,031	189,475
Mr. Kansky	2014	—	769	—	—	33,923	—	39,212	73,904
	2013	—	12,750	—	—	75	—	29,386	42,211
	2012	—	11,000	—	—	41,014	—	27,801	79,815
Mr. Krivo	2014	353,697	8,204	—	—	29,792	—	17,476	409,169
	2013	—	10,212	—	—	10,408	90,000	35,663	146,283
	2012	—	11,000	—	—	47,293	—	28,462	86,755
Mr. Nixon	2014	548,652	—	—	—	—	—	—	548,652
	2013	—	—	—	—	—	—	—	—
	2012	—	11,000	—	—	54,164	—	28,462	93,626
Mr. Phillips	2014	—	10,288	—	—	112	—	35,664	46,064
Mr. Bernhardt	2014	—	3,173	1,100,000	—	19,445	—	42,942	1,165,560
	2013	—	3,600	—	—	125,000	—	5,104	133,704
Mr. Ruffolo	2014	—	10,169	370,800	—	28,264	—	28,453	437,686

(1) The Company provides a match for 401(k) in accordance with statutory limits and Company policy.

(2) Represents the compensation received by the NEO for service on the board and service for each committee, accordingly. See "Director Compensation" below for further detail.

(3) Represents the cost of Company-paid term-life insurance policies for our NEOs and our NEOs' share of premiums for business travel accident policies paid to our NEOs. In 2014, the total value of medical insurance premiums paid for Mr. Walsh, Mr. Gaffney and Mr. Kansky was $1,400, $11,104 and $18,203, respectively. The total value of medical premiums for Mr. Phillips, Mr. Bernhardt and Mr. Ruffolo was $18,203, $9,335 and $9,335, respectively. The total value of short term disability insurance premiums paid for Mr. Walsh, Mr. Gaffney and Mr. Kansky was $661, $10,835 and $6,951, respectively. The total value of short term disability insurance premiums paid for Mr. Krivo, Mr. Phillips, Mr. Bernhardt and Mr. Ruffolo was $1,869, $3,375, $4,186 and $2,490, respectively. The total value of executive life insurance paid for Mr. Walsh, Mr. Gaffney and Mr. Kansky, was $406, $16,933 and $8,666, respectively. The total value of executive life insurance paid for Mr. Krivo, Mr. Phillips, Mr. Bernhardt and Mr. Ruffolo was $2,304, $3,045, $6,450 and $14,356, respectively.

Grants of Plan-Based Awards in Calendar Year 2014

In December 2013, we adopted an Equity Incentive Plan to issue authorized classes of membership interests. DynCorp Management was formed in October 2013 between Cerberus Series Four, CP II, Holdings and certain members of management and outside directors of Holdings and its subsidiaries, including Delta Tucker Holdings, Inc. DynCorp Management granted 3,040 Class B-1 Interests to certain members of management and outside directors of Holdings and its subsidiaries, including Delta Tucker Holdings, Inc. Mr. Gaffney and Mr. Krivo were granted shares as part of the original grant tranche in December 2013; however, due to the timing of the execution of their agreements, the shares were not awarded until calendar year 2014. See Note

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9 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further detail.

	Grant Date	All Other Stock Awards Number of Shares  of Stock or Units
Mr. Geisler	—	—
Mr. Walsh	—	—
Mr. Gaffney	January 7, 2014	2,590
Mr. Kansky	—	—
Mr. Krivo	April 1, 2014	450
Mr. Nixon	—	—
Mr. Phillips	—	—
Mr. Bernhardt	—	—
Mr. Ruffolo	—	—

Employment Agreements

As of December 31, 2014, we have an existing employment agreement with Mr. Kansky. Messrs. Gaffney, Walsh, Bernhardt and Krivo were each employed under employment agreements with the Company prior to the termination of their employment.

Mr. Kansky's employment agreement is for a two year period, after which his agreement renews automatically in one year intervals. Prior to his departure, Mr. Gaffney was in the final year of his initial four year agreement. Mr. Walsh's employment agreement did not stipulate an effective period of time. Additionally, Messrs. Bernhardt and Krivo had employment agreements that were effective for two years and were automatically renewed in one year intervals.

The employment agreements establish initial minimum salaries and annual incentive compensation targets for each of the covered NEOs. See the “Incentive Bonus Compensation” section for the calendar year 2014 base salary and target bonus amounts.

Pursuant to his employment agreement, Mr. Gaffney agreed that for a period of two years following the termination of his employment, he will not (a) solicit, for purposes of marketing, selling or providing services or products thereto, any party which was a customer of ours during the year prior to his termination or was a targeted customer at the time of termination or (b) solicit for employment any person who was an employee of ours during the year prior to his termination or directly or indirectly solicit or induce a current employee. Furthermore, during this non-compete period or one year following normal expiration of the term of his employment agreement, he will not organize, establish, own, operate, act as a consultant or advisor to, render services for or otherwise assist any person or entity that has derived 15 percent or more of its annual revenue performing services that are competitive to the Company.

Pursuant to the employment agreements of Messrs. Kansky, Bernhardt and Krivo agreed that, during the term of the employment agreement and for a period of two years following the termination of the agreement, they will not employ or solicit for employment any current or former employees of our Company. Mr. Walsh agreed to similar terms as noted above for a period of twelve (12) months following his termination.

Furthermore, NEOs may not disclose any confidential information to any person or entity, unless required by law. In addition, under the terms of the employment agreements, we have agreed to indemnify the NEOs against any claims or liabilities relating to our NEOs' services to us, to the extent permitted by applicable law, and to pay for counsel for our NEOs' defense.

The NEOs' employment agreements provide for payments in connection with certain terminations of employment. A description of the payments and benefits each NEO receives upon termination of employment is provided below in “Other Potential Post-Employment Payments.”

Equity Incentive Plan

In connection with the Equity Incentive Plan adopted in December 2013, DynCorp Management has granted 7,103 Class B-1 Interests and 380 Class B-2 Interests to certain members of management and outside directors of Holdings and its subsidiaries, including Delta Tucker Holdings, Inc. as of December 31, 2014.

The Class B-1 Interests are be subject to (i) time-based vesting in separate tranches based on the participants’ hire date (each such date a “Vesting Date”); (ii) acceleration of vesting in certain circumstances (such as in the event of a change in control or

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termination of the executive without cause); and (iii) continued employment of the executive by Holdings or its subsidiaries through the applicable vesting dates.

In calendar year 2014, Mr. Gaffney was granted 2,590 Class B-1 interests through the equity incentive plan, of which 40% vested as of the grant date, January 7, 2014, and an additional 20% vested upon his departure from the Company in July 2014. Mr. Krivo was granted 450 Class B-1 interests through the equity incentive plan, of which 40% vested as of the grant date, April 1, 2014, and an additional 20% vested upon his departure from the Company in May 2014.

As of December 31, 2014, Messrs. Geisler, Kansky and Phillips were the only active NEOs participating in the Equity Incentive Plan. See Note 9 for further discussion to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Outstanding Equity Awards at Fiscal Year End

Outstanding Equity awards held by our named executive officers as of December 31, 2014 are as follows:

	Equity Awards(1)
Name	Number of Securities Underlying Unexercised Awards (#) Exercisable	Number of Securities Underlying Unexercised Awards (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities  Underlying Unexercised Unearned Awards (#) (2)
Mr. Geisler	—	60	90
Mr. Walsh	—	—	—
Mr. Gaffney	—	1,554	—
Mr. Kansky	—	228	152
Mr. Krivo	—	270	—
Mr. Nixon	—	—	—
Mr. Phillips	—	90	60
Mr. Bernhardt	—	450	—
Mr. Ruffolo	—	—	—

(1) Awards to our named executive officers consist of interests qualifying as profits interests under Revenue Procedure 93-27, that are exercisable only upon a change in control as defined in the Plan. The awards do not expire and the awards do not have a fixed strike price.  Additional details regarding the awards are presented under the heading of Equity Incentive Plan, above.

(2)    The remaining unvested portion of the awards to Mr. Geisler vest in equal portions on July 15, 2015, July 15, 2016 and July 15, 2017. The remaining unvested portion of the awards for Mr. Kansky and Mr. Phillips vest on July 15, 2015.    

Option Exercises and Stock Vested in Calendar Year 2014

None of the executive officers of DI exercised stock options or received vesting of restricted stock, restricted stock units or performance shares during 2014.

Pension Benefits and Nonqualified Deferred Compensation

The Company has a non-qualified unfunded and unsecured deferred compensation plan that is offered to certain members of management allowing for the deferral of salary and bonuses without the statutory limitations present in 401(k) savings plan ("Savings Plan"). The elections under the Savings Plan must be completely separate and independent of each other. Under the Savings Plan, the deferral amount limitation is 50% of salary and 100% of bonuses and each participant shall be 100% vested in his or her account, at all times. The funds can be distributed the first day of the calendar month following the six-month anniversary of the participant’s separation from the Company. The participant can elect payout of the funds in a single sum or annual installments over 5 or 10 years; however, only one election can be made with respect to all of the deferrals in the respective account. If, for any reason, the participant fails to make a valid and timely election, the participant’s account shall be distributed as a single sum as of the participant’s benefit commencement date. Any change in election resulting in a delay or change in the form of payment shall not take effect until the one-year anniversary of the date the changed election is properly made.

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As of the year ended December 31, 2014, there were no NEO participants in the Saving Plan. Mr. Krivo was the sole NEO participant in the non-qualified unfunded deferred compensation plan as of December 31, 2013; however, his balance was distributed pursuant to Savings Plan terms in 2014.

Name	Executive Contributions in last fiscal year ($)	Company Contributions in last fiscal year ($)	Aggregate earnings in last fiscal year ($)	Aggregate withdrawals/distributions ($)	Balance as of December 31, 2014
Mr. Krivo	—	—	7,256	129,286	—

Other Potential Post-Employment Payments

The following section describes the payments and benefits that would be provided to our NEOs in connection with any termination of employment, including resignation, involuntary termination, death, retirement, disability or a change in control to the extent occurring on December 31, 2014. The assumptions and methodologies that were used to calculate the amounts paid upon a termination of employment are set forth at the end of this section. Definitions are included below in the “Material Terms Defined.”

Payments Made Upon Certain Terminations

In the event that Mr. Kansky is terminated by the Company without Cause or if he departs the Company for Good Reason, we would provide:

• a payment of his base salary for a period of two years following the date of termination. One year of the base salary shall be paid in lump sum within 45 days following the date of termination. The remainder shall be paid in accordance with customary payroll services;

• an amount equal to payment of the executive bonus at target for a period of two years. One year of the bonus shall be paid within forty five days following the date of termination, the second year shall be payable in lump sum on the anniversary date of termination;

• reimbursement on a monthly basis for the cost of continued medical coverage for the same portion of his COBRA health insurance premium beginning on the 60th day following termination and continuing for a maximum of eighteen months following the termination date to the extent Mr. Kansky elects continuation of such coverage and is eligible to receive coverage.

In the event that Mr. Kansky is terminated by the Company without Cause or if he departs the Company for Good Reason within 90 days prior or within the three years following a change in control, we would provide:

• a prorated portion of the Bonus that would have been payable to Mr. Kansky through the termination date, based on performance through the termination date (when bonuses are otherwise paid to executives) and

• a lump sum payment equal to two times the sum of Base Salary plus Bonus (at Target), payable on the 60^th day following termination and

• reimbursement on a monthly basis for the cost of continued medical coverage for the same portion of his COBRA health insurance premium beginning on the 60th day following termination and continuing for a maximum of eighteen months following the termination date to the extent Mr. Kansky elects continuation of such coverage and is eligible to receive coverage.

In the event that Mr. Phillips is involuntarily terminated by the Company he will be eligible to receive one year of severance consistent with the terms of his offer letter.

Mr. Walsh left his position as Chief Executive Officer in August 2014. Mr. Walsh was provided reimbursement on a monthly basis for the cost of continued medical coverage for the same portion of his COBRA health insurance premium beginning on the 30th day following termination and continuing for a maximum of eighteen months following the termination date to the extent Mr. Walsh elects continuation of such coverage and is eligible to receive coverage.

Mr. Gaffney left his position as Chief Executive Officer in July 2014. Per his employment agreement, Mr. Gaffney received post-employment benefit payments totaling $9,200,000. Mr. Gaffney also received all accrued vacation benefits earned.

Mr. Krivo left his position as an employee and as Senior Vice President, DynLogistics in May 2014. Mr. Krivo received all accrued vacation benefits earned. Mr. Krivo is a COAC employee as of September 2014, and is seconded to us as our Senior Vice President of Business Development.

Mr. Bernhardt left his position as President in October 2014. Per his employment agreement, Mr. Bernhardt received post-employment benefit payments totaling $1,100,000. Mr. Bernhardt also received all accrued vacation benefits earned.

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Mr. Ruffolo left his position as Chief of Staff in October 2014. In consideration of Mr. Ruffolo's general release of claims, as well as executing a non-compete and non-solicitation agreement, Mr. Ruffolo received post-employment benefit payments totaling $370,800 in calendar year 2014. Mr. Ruffolo also received all accrued vacation benefits earned.

Payments Made Upon Death or Complete Disability

Mr. Kansky entered into an employment agreement as of December 13, 2013. The employment agreement of Mr. Kansky provides that, if his employment is terminated by reason of death or Complete Disability, he will receive the following payments and benefits:

• accrued employee benefits and payment equal to the pro-rated portion of the bonus that would have been payable to Mr. Kansky through the termination date; based on the Company's performance targets being met from the beginning of the fiscal year through the termination date, payable when such bonus is paid to other executives.

Mr. Phillips is not covered by an employment agreement and therefore is not entitled to any severance payments or benefits if his employment is terminated by reason of death or Complete Disability.

Payments Made Upon Involuntary Termination for Cause or Voluntary Termination without Good Cause

The NEOs are not entitled to any payments or benefits (other than accrued but unpaid compensation and benefits) in the event of an involuntary termination for Cause or voluntary termination without Good Reason.

Payment Made Upon a Change in Control

In the event of a change in control (without a qualifying termination as described above), subject to the executive's continued employment, Messrs. Geisler, Kansky and Phillips are entitled to receive $160,000, $832,000 and $320,000 respectively, in lump sum cash as part of the long term incentive plan. Messrs. Geisler, Kansky and Phillips are entitled to receive a payout for their vested Class B-1 and B-2 Interests subject to the terms defined in "Equity Incentive Plan" and "Outstanding Equity Awards" sections above.

Mr. Kansky is also eligible to terminate for Good Reason, and receive the severance noted above, in connection with a Change in Control.

The employment agreement for Mr. Kansky denotes any payments or benefits provided to him constitutes "parachute payments," within the meaning of Section 280G of the Code ("Parachute Payments") and would be subject to the excise tax imposed by Section 4999 of the Code. The executive would be entitled to receive either full amounts of the parachute payments or the maximum amount that may be provided to the executive without resulting in any portion of such parachute payments being subject to excise tax, after taking into account federal, state and local taxes, which results in the receipt by Kansky, on an after tax basis, of the greatest portion of the Parachute Payments.

Any reduction of the parachute payments would result in:

• the cash incentive bonus or any other cash payment under any retention bonus agreement;

• cash severance payments related to the executive's base salary and annual bonus;

• any other cash amount payable and any benefit valued as a parachute payment; and

• acceleration of vesting of equity awards.

Any determination of the required payments shall be made in writing by the Company's independent public accountants, whose determination shall be conclusive and binding for all purposes on behalf of the Company and the executive.

Approximation of Other Potential Post-Employment Payments

This section quantifies the potential payments and benefits that would have been paid to Mr. Kansky upon a termination of their employment occurring on December 31, 2014. If he was terminated involuntarily without Cause or voluntarily terminated for Good Reason, he would receive cash severance payments equal to $3,040,000. Mr. Phillips is not covered by an employment agreement and therefore is not entitled to receive any other potential post-employment payments upon termination.

In the event of death, or Complete Disability, Mr. Kansky would receive pro-rated bonuses based on performance through the termination date up to $760,000.

Material Terms Defined

“Cause” in Kansky’s agreement means, as determined by a majority vote of the Board, (i) willful and continued failure by the Executive to substantially perform his duties with the Company; (ii) willful conduct by the Executive that causes material

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harm to the Company, its subsidiaries or affiliates, monetarily or otherwise; (iii) the Executive's felony conviction arising out of on or off-duty conduct occurring during his employment; (iv) willful malfeasance or willful misconduct by the Executive in connection with his duties and (v) material breach by the Executive of this Agreement and/or the Company's policies, which breach, if curable, is not cured within ten (10) days after written notice thereof by the Board.

"Good Reason" in Kansky's agreement means (i) a reduction in Executive's then current Base Salary or Bonus at Target, (ii) the Company's failure to comply with its material obligations under this Agreement, (iii) a relocation of Executive's principal place of employment to a location more than thirty-five (35) miles from Falls Church, Virginia without his consent or an adverse change in Executive's title, (iv) a substantial diminution of Executive's duties, authority or responsibilities with the Company; provided that neither the merger, sale or acquisition of business units, subsidiaries or assets, nor any similar corporate transaction, shall, by itself, constitute a diminution of duties, authority or responsibilities for purposes hereof, (v) a change in Executive's reporting relationship following which the Executive does not report to the Chairman of the Board or Chief Executive Officer or (vi) a Change in Control. Each of the foregoing events will cease to constitute Good Reason unless Executive gives the Company notice of Executive's intention to resign his position with the Company within sixty (60) days after Executive's knowledge of the occurrence of such event, and the Company shall have thirty (30) days from its receipt of such notice to cure any condition that constitutes Good Reason.

“Disability” is defined in the employment agreements as the determination by the Company, its subsidiaries or affiliates that, as a result of a permanent physical or mental injury or illness, the executive has been unable to perform the essential functions of his job with or without reasonable accommodation for (a) 90 consecutive days or (b) a period of 180 days in any 12-month period.

Material Conditions to Receipt of Post-Employment Payments

The receipt of payments and benefits (other than accrued but unpaid compensation and vacation) to the executives upon a termination of employment is conditioned on the executive furnishing to the operating company an executed copy of a waiver and release of claims.

Methodologies and Assumptions Used for Calculating Other Potential Post-Employment Payments

For purposes of calculating post-employment payments, we assume all change-of-control awards (payments under our equity plan and under our LTIP awards) are paid independent of the hypothetical termination of employment on December 31, 2014. For Messrs. Gaffney, Bernhardt, Ruffolo and Walsh, the value of accelerated vesting under our equity plan upon termination of employment by the Company without cause or by the individual for good reason, prior to a change of control, is based upon the value tendered by the Company to repurchase the rights subsequent to their separation from the Company. There is no obligation for the Company to repurchase equity in the future.

DIRECTOR COMPENSATION

General

The Company has historically used a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board considers the significant amount of time that directors expend in fulfilling their duties as well as the skill-level required. The following information relates to the compensation of the directors for calendar year 2014.

In connection with the Equity Incentive Plan adopted in December 2013, by DynCorp Management LLC, certain of the Company's Directors were granted Class B-1 interests through the equity incentive plan. As of December 31, 2014, Mr. Tilelli and Mr. Hagee were both granted 150 shares of Class B-1 interests pursuant to the terms and conditions set forth in the interests agreements. Mr. Tilleli and Mr. Hagee shares vested 40% as of their grant date with an additional 20% vesting on July 15, 2014 and the remainder of the interests are scheduled to vest on July 15, 2015. See Note 9 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.

Board Retainer and Fees

Messrs. Geisler, Hagee and Tilelli received an annual retainer of $75,000, payable quarterly in arrears, as Directors of the Company. Messrs. Galbato, Ingersoll and Sanford are not paid by the Company for their services as a director due to their affiliation with Cerberus.

Committee Fees

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The Chairman of the Audit Committee received an annual fee of $15,000, payable quarterly in arrears. The member who was not an affiliate of Cerberus received an annual fee of $10,000, payable quarterly in arrears and Mr. Geisler received $5,000 for his service on the Audit Committee prior to his appointment as Interim CEO.

The Chairman of the Business Ethics and Compliance Committee received an annual fee of $15,000, payable quarterly in arrears. The member who was not an affiliate of Cerberus received an annual fee of $10,000, payable quarterly in arrears and Mr. Geisler received $5,000 for service on the Business Ethics and Compliance Committee prior to his appointment as Interim CEO.

The two nonaffiliated members of our Compensation Committee received an annual fee of $10,000, payable quarterly in arrears.

Director Compensation in Calendar Year 2014

The following table sets forth certain information with respect to the compensation we paid to our directors during calendar year 2014.

DIRECTOR COMPENSATION TABLE

Name (a)	Fees Earned or Paid in Cash ($) (b)	Stock (Equity) Awards ($) (1) (c)	All Other Compensation ($) (d)	Total ($) (e)
James Geisler (2)	—	—	—	—
Chan Galbato(3)	—	—	—	—
General Michael Hagee (USMC Ret.)	110,000	106,945	—	216,945
Brett Ingersoll (3)	—	—	—	—
General John Tilelli (USA Ret.)	110,000	107,690	—	217,690
Michael Sanford (3)	—	—	—	—

(1) Amount reported is the aggregate award date fair value of the awards made in 2014 computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Mr. Hagee and Mr. Tilelli were both granted interests as of December 31, 2014, of which 60% has vested. Mr. Hagee and Mr. Tilelli each had 60 interests outstanding as of December 31, 2014. The remaining 40% of interests will vest on July 15, 2015 subject to their continued service as a director with the Company. Mr. Geisler had 90 interests outstanding as of December 31, 2014.

(2) Mr. Geisler who is a member of our Board, received additional compensation for his service as a director in 2014, which is set forth under All Other Compensation in our Summary Compensation Table in addition to the compensation he received as our Interim Chief Executive Officer as a seconded executive.

(3) Mr. Galbato is Chief Executive Officer of Cerberus Operations and Advisory Company, LLC ("COAC"), and Mr. Ingersoll and Mr. Sanford are principals of Cerberus Capital Management, L.P. (“Cerberus”) which owns 100% of the Company. As Cerberus executives, Mr. Galbato, Mr. Ingersoll and Mr. Sanford are not paid by the Company for their services as a director or member of the committees.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

All of DynCorp International Inc.'s issued and outstanding common stock is owned by the Company, and all of the Company's issued and outstanding common stock is owned by our parent, Holdings. The following table sets forth information regarding the beneficial ownership of Holdings' common stock as of March 10, 2015 by (i) each person known to beneficially own more than 5% of the common stock of Holdings, (ii) each of our named executive officers, (iii) each member of our Board of Directors and (iv) all of our executive officers and members of our Board of Directors as a group. At March 10, 2015, there were approximately 100 shares of common stock of Holdings outstanding.

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest.

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The persons named in the table below have sole voting and investment power with respect to all shares of common stock.

Name and Address of Beneficial Owner	Class A Common Stock	Percent of Class
5% Beneficial Owners:
Stephen Feinberg (1)	100	100	%
Directors and Named Executive Officers:
James E. Geisler	—	—
Chan Galbato	—	—
General Michael Hagee (USMC Ret.)	—	—
Brett Ingersoll	—	—
General John Tilelli (USA Ret.)	—	—
Michael Sanford	—	—
William T. Kansky	—	—
Gregory S. Nixon	—	—
George C. Krivo	—	—
S. Gordon Walsh	—	—
Steven F. Gaffney	—	—
Lawrence Phillips	—	—
Christopher C. Bernhardt	—	—
Joseph Ruffolo, Jr.	—	—
All Directors and Executive Officers as a Group (13 persons)	—	—

(1) Funds and/or managed accounts that are affiliates of Cerberus own 100% of the common stock of the Company. Cerberus owns 90% of the stock of Holdings directly and owns the other 10% of Holdings stock indirectly through DynCorp Management LLC, which Cerberus controls through its ownership of all of its class A common interests. Stephen Feinberg exercises voting and investment authority over all of such securities owned by affiliates of Cerberus. Thus, pursuant to Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”), Stephen Feinberg is deemed to beneficially own 100% of the common stock of the Company. The address for Mr. Feinberg is c/o Cerberus Capital Management, L.P., 299 Park Avenue, New York, NY 10171.

ITEM 13. CERTAIN RELATIONSHIPS AND, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Transactions with Related Persons

Since December 31, 2013, we have entered into certain transactions, summarized below, that exceeded $120,000 in amount and in which our related persons in general, our directors, executive officers and their immediate family members - had or would have a direct or indirect material interest.

Under the COAC Agreement between the Company and Cerberus, established at the time the Company was acquired by affiliates of Cerberus, we pay Cerberus consulting fees to provide us with reasonably requested business advisory services. We have three directors who are Cerberus employees: Messrs. Geisler, Galbato, Ingersoll and Sanford. We have three executives who are Cerberus employees, who are seconded to us: James E. Geisler, our Interim Chief Executive Officer, Gregory S. Nixon, our Senior Vice President, Chief Administrative Officer and Chief Legal Officer, and George C. Krivo, our Senior Vice President of Business Development. The Company paid a total of $4.9 million and $4.6 million, in consulting fees under the COAC Agreement for the year ended December 31, 2014 and December 31, 2013, respectively and that are described in more detail under "Executive Compensation." For additional information on the COAC Agreement, see Note 12 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Our Controls for Approving Transactions with Related Persons

Any material transaction involving our directors, nominees for director, executive officers and their immediate family members (“related persons”) and the Company or an affiliate of the Company is reviewed and approved by the Interim Chief

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Executive Officer, following consultation with the Compliance and Risk Committee, who determines whether the transaction is in the best interests of the Company.

Director Independence

Pursuant to our corporate governance guidelines, the rules of the NYSE provide that a director must have no material relationship, directly or as a partner, shareholder or officer of an organization that has a relationship with us, in order to be an “independent director.” The rules of the NYSE further require that all companies listing common equity securities must have a majority of independent directors and the members of the audit committee, compensation committee, and nominating/corporate governance committee must be independent, with certain exceptions. "Controlled Companies" is one of the exceptions in which more than 50% of the voting power of the company is held by another company. Cerberus owns more than 50% of the Company; as such, we are a “controlled company” under the NYSE rules. Therefore, under the NYSE rules, we are not subject to the requirements that a majority of the Board be composed of independent directors or that all the members of the Audit Committee, Compliance and Risk Committee and the Compensation Committee be independent. However, in accordance with our Corporate Governance Guidelines, Members of the Audit Committee who are determined by the Board to be independent, if any, within the meaning of our Corporate Governance Guidelines must satisfy the requirements of the NYSE.

The rules of the NYSE provide that a director serving on the audit committee must not have any material relationship, directly or as a partner, shareholder or officer of an organization that has a relationship with us in order to be an “independent director.” Based on written submissions by the directors, the Board has determined that the following directors do not have any material relationship with us other than their roles as directors and therefore are “independent” under the NYSE rules. Below is the listing of the independent Directors.

Independent Directors:

General John Tilelli (USA Ret.)

General Michael Hagee (USMC Ret.)

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table presents the fees billed by Deloitte & Touche LLP, our independent auditors, for calendar year 2014 and calendar year 2013 for audit, audit-related, tax and other services.

Deloitte & Touche LLP	Calendar Year 2014		Calendar Year 2013 (5)
Audit Fees (1)	$	1,465,000	$	1,773,800
Audit-Related Fees (2)	—		20,212
Tax Fees (3)	17,892		36,474
All Other Fees(4)	2,772		2,345

(1) Audit fees principally include fees for services related to the annual audit of the consolidated financial statements, reviews of our interim quarterly financial statements and other filings.

(2) Audit-related fees principally include those for statutory audits.

(3) Tax fees include domestic tax advisory services related to state and local taxes and international tax advisory services principally related to international tax return preparation and employment tax matters.

(4) All other fees consists of subscription fees billed for the Deloitte Accounting Research Tool in calendar year 2014 and 2013.

(5) Calendar Year 2013 included engagement expenses within Audit Fees and Tax Fees of $73,800 and $668, respectively.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(1) Financial Statements: The following consolidated financial statements and schedules of the Company are included in this report:

Delta Tucker Holdings, Inc.

• Report of Independent Registered Public Accounting Firm

• Consolidated Statements of Operations for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

• Consolidated Statements of Comprehensive Loss for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

• Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013.

• Consolidated Statements of Cash Flows for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

• Consolidated Statements of Equity for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

• Notes to the Consolidated Financial Statements of Delta Tucker Holdings, Inc.

(2) Financial Statement Schedules:

• Schedule I - Condensed Financial Information of Registrant.

• Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

(3) Exhibits: The exhibits, which are filed with this Annual Report on Form 10-K or which are incorporated herein are set forth in the Exhibit Index.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of April 11, 2010, by and among DynCorp International Inc., Delta Tucker Holdings, Inc. and Delta Tucker Sub, Inc. (incorporated by reference to Exhibit No. 2.1 to DynCorp International Inc.'s Current Report on Form 8-K filed with the SEC on April 12, 2010).
3.1	Certificate of Incorporation of Delta Tucker Holdings, Inc. (incorporated by reference to Exhibit 3.1 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
3.2	By-laws of Delta Tucker Holdings, Inc. (incorporated by reference to Exhibit 3.2 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
3.3	Certificate of Incorporation of DynCorp International, Inc. (incorporated by reference to Exhibit 3.1 to DynCorp International Inc.'s Current Report on Form 8-K filed with the SEC on July 8, 2010).
3.4	By-laws of DynCorp International, Inc., as amended on November 5, 2013 (incorporated by reference to Exhibit 3.26 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
3.5	Articles of Incorporation of Casals & Associates, Inc. (incorporated by reference to Exhibit 3.5 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
3.6	By-laws of Casals & Associates, Inc. (incorporated by reference to Exhibit 3.6 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
3.7	Certificate of Incorporation of DIV Capital Corporation (incorporated by reference to Exhibit 3.3 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.8	Bylaws of DIV Capital Corporation (incorporated by reference to Exhibit 3.4 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.9	Certificate of Formation of DTS Aviation Services LLC (incorporated by reference to Exhibit 3.11 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.10	Limited Liability Company Operating Agreement of DTS Aviation Services LLC (incorporated by reference to Exhibit 3.12 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).

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3.11	Certificate of Formation of DynCorp International LLC (incorporated by reference to Exhibit 3.1 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.12	Amended and Restated Operating Agreement of DynCorp International LLC (incorporated by reference to Exhibit 3.2 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.13	Articles of Organization of Dyn Marine Services of Virginia LLC (incorporated by reference to Exhibit 3.21 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.14	Limited Liability Company Agreement of Dyn Marine Services of Virginia LLC (incorporated by reference to Exhibit 3.22 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.15	Certificate of Formation of DynCorp Aerospace Operations LLC (incorporated by reference to Exhibit 3.13 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.16	Limited Liability Company Agreement of DynCorp Aerospace Operations LLC (incorporated by reference to Exhibit 3.14 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.17	Articles of Organization of DynCorp International Services LLC (incorporated by reference to Exhibit 3.17 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
3.18	Limited Liability Company Agreement of DynCorp International Services LLC (incorporated by reference to Exhibit 3.18 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
3.19	Articles of Formation-Conversion of Phoenix Consulting Group, LLC (incorporated by reference to Exhibit 3.19 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
3.20	Certificate of Formation of Services International LLC (incorporated by reference to Exhibit 3.23 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.21	Limited Liability Company Agreement of Services International LLC (incorporated by reference to Exhibit 3.24 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.22	Certificate of Formation of Worldwide Humanitarian Services LLC (incorporated by reference to Exhibit 3.25 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.23	Amended and Restated Limited Liability Company Agreement of Worldwide Humanitarian Services LLC (incorporated by reference to Exhibit 3.26 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.24	Certificate of Formation of Worldwide Recruiting and Staffing Services LLC (incorporated by reference to Exhibit 3.28 to DynCorp International LLC's Annual Report on Form 10-K filed with the SEC on June 20, 2007).
3.25	Second Amended and Restated Limited Liability Company Agreement of Worldwide Recruiting and Staffing Services LLC (incorporated by reference to Exhibit 3.29 to DynCorp International LLC's Annual Report on Form 10-K filed with the SEC on June 20, 2007).
4.1	Indenture dated as of July 7, 2010, among DynCorp International Inc., the guarantors named therein and Wilmington Trust FSB, as trustee, relating to DynCorp International Inc.'s 10.375% Senior Notes due 2017 (incorporated by reference to Exhibit 4.1 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
4.2	Form of DynCorp International Inc.'s 10.375% Senior Notes due 2017 (included in the Indenture filed as Exhibit 4.1).
10.1	Credit Agreement, dated as of July 7, 2010, among DynCorp International Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative and collateral agent, and the lenders and other agents party thereto (incorporated by reference to Exhibit 10.1 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
10.2	Security Agreement, dated as of July 7, 2010, among DynCorp International Inc., the other grantors party thereto, and Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.2 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
10.3	Registration Rights Agreement, dated as of July 7, 2010, among DynCorp International Inc., the guarantors party thereto and the initial purchasers party thereto (incorporated by reference to Exhibit 10.3 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
10.4	Master Consulting and Advisory Services Agreement, dated as of July 7, 2010, between Cerberus Operations and Advisory Company, LLC and DynCorp International Inc. (incorporated by reference to Exhibit 10.4 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
10.5	Employment Agreement, effective as of December 22, 2010, between DynCorp International Inc. and Steven F. Gaffney (incorporated by reference to Exhibit 10.5 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).

125

10.6	Employment Agreement, effective as of August 1, 2010, between DynCorp International Inc. and William T. Kansky (incorporated by reference to Exhibit 10.6 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
10.11	Logistics Civil Augmentation Program contract (incorporated by reference to Exhibit 10.18 to Delta Tucker Holdings, Inc. Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
10.12	Amendment No. 1, dated as of January 21, 2011, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International Inc., Delta Tucker Holdings, Inc., The subsidiary guarantors party thereto, The lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to Delta Tucker Holding's Quarterly Report on Form 10-Q filed with the SEC on August 15, 2011).
10.13	Amendment No. 2, dated as of August 10, 2011, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International Inc., Delta Tucker Holdings, Inc., the subsidiary guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Delta Tucker Holding’s Current Report on Form 8-K filed with the SEC on August 12, 2011.)
10.14*	Amendment No. 3, dated as of June 19, 2013, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International, Holdings, the other Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties thereto and Bank of America, N.A., as administrative agent and collateral agent.
10.15	Amendment No. 1, effective as of December 13, 2013, to the Employment Agreement, dated as of August 1, 2010, between DynCorp International LLC. and William T. Kansky (incorporated by reference to Exhibit 10.15 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.16	Executed Employment Agreement, effective as of November 7, 2013, between DynCorp International LLC and Christopher Bernhardt (incorporated by reference to Exhibit 10.16 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.17	Employment Agreement, effective as of March 5, 2014, between DynCorp International LLC. and George Krivo (incorporated by reference to Exhibit 10.18 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.18	Award Agreement, dated as of December 28, 2013, by and between DynCorp Management LLC and William T. Kansky (incorporated by reference to Exhibit 10.19 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.19	Award Agreement, dated as of December 26, 2013, by and between DynCorp Management LLC and Christopher Bernhardt (incorporated by reference to Exhibit 10.20 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.20	Award Agreement, dated as of December 20, 2013, by and between DynCorp Management LLC and James E. Geisler (incorporated by reference to Exhibit 10.22 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.21	Award Agreement, dated as of January 7, 2014, by and between DynCorp Management LLC and Steven F. Gaffney (incorporated by reference to Exhibit 10.23 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.22	Award Agreement, dated as of January 1, 2014, by and between DynCorp Management LLC and John Tilelli (incorporated by reference to Exhibit 10.24 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.23	Award Agreement, dated as of December 26, 2013, by and between DynCorp Management LLC and Michael Hagee (incorporated by reference to Exhibit 10.25 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.24	Long Term Incentive Agreement, by and between DynCorp International LLC and James E. Geisler (incorporated by reference to Exhibit 10.26 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.25	Long Term Incentive Agreement, by and between DynCorp International LLC and Michael Hagee (incorporated by reference to Exhibit 10.27 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.26	Long Term Incentive Agreement, by and between DynCorp International LLC and John Tilelli (incorporated by reference to Exhibit 10.28 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.27	Award Agreement, dated as of April 1, 2014, by and between DynCorp Management LLC and George C. Krivo (incorporated by reference to Exhibit 10.29 to Delta Tucker Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2014).
10.28	Employment Agreement, effective as of July 2, 2014, by and between DynCorp International LLC and S. Gordon Walsh (incorporated by reference to Exhibit 10.30 to Delta Tucker Holdings, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2014).
10.29	Amendment No. 4, dated as of November 5, 2014, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International, Holdings, the other Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Delta Tucker Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014).
10.30*	Secondment Agreement, effective August 8, 2014, by and among Cerberus Operations and Advisory Company, LLC, DynCorp International LLC, and James E. Geisler.

126

21.1*	List of subsidiaries of Delta Tucker Holdings, Inc.
31.1*	Certification of the Chief Executive Officer of Delta Tucker Holdings, Inc. pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Chief Financial Officer of Delta Tucker Holdings, Inc. pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL	Instance document
101.SCH XBRL	Taxonomy Extension Schema
101.CAL XBRL	Taxonomy Extension Calculation Linkbase
101.DEF XBRL	Taxonomy Extension Definition Linkbase
101.LAB XBRL	Taxonomy Extension Labels Linkbase
101.PRE XBRL	Taxonomy Extension Presentation Linkbase
*	Filed herewith.

127

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		DELTA TUCKER HOLDINGS, INC.
		/s/ James E. Geisler
		James E. Geisler
		Interim Chief Executive Officer
Date:	March 31, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ James E. Geisler	Interim Chief Executive Officer (Principal Executive Officer)	March 31, 2015
James E. Geisler
/s/ William T. Kansky	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 31, 2015
William T. Kansky
/s/ Chan Galbato	Lead Director	March 31, 2015
Chan Galbato
/s/ General Michael Hagee	Director	March 31, 2015
General Michael Hagee (USMC Ret.)
/s/ Brett Ingersoll	Director	March 31, 2015
Brett Ingersoll
/s/ General John Tilelli	Director	March 31, 2015
General John Tilelli (USA Ret.)
/s/ Michael Sanford	Director	March 31, 2015
Michael Sanford

128

EX-10.14

Execution Copy

AMENDMENT No. 3, dated as of June 19, 2013 (this “Amendment”), to the Credit Agreement dated as of July 7, 2010, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Borrower”), Delta Tucker Holdings, Inc., a Delaware corporation (“Holdings”), the other Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent, L/C Issuer and Swing Line Lender and the other parties thereto (as amended by that certain Amendment and Waiver to Credit Agreement dated as of January 21, 2011, Amendment No. 2 to Credit Agreement dated as of August 10, 2011 and as further amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, the Borrower desires to amend the Credit Agreement on the terms set forth herein;

WHEREAS, Section 10.01 of the Credit Agreement provides that the relevant Loan Parties and the Required Lenders may amend the Credit Agreement and the other Loan Documents for certain purposes;

WHEREAS, the Loan Parties desire to amend the Credit Agreement to extend the maturity date of the Revolving Credit Facility and increase the amount of the Revolving Credit Commitments and each Revolving Credit Lender has consented thereto;

WHEREAS, Bank of America, N.A., Citigroup Global Markets Inc., Barclays Bank PLC and Deutsche Bank Securities Inc. are acting as joint lead arrangers and joint bookrunners for the Term B Loans and the Revolving Credit Facility;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.    Amendment. The Credit Agreement is, effective as of the Amendment No. 3 Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto. Schedule 1.01A to the Credit Agreement is, as of the Amendment No. 3 Effective Date, hereby replaced with Schedule 1.01A hereto.

Section 2.    Representations and Warranties, No Default. After giving effect to the amendments contained herein, on the Amendment No. 3 Effective Date (as defined below) the Borrower hereby confirms that: (a) this Amendment has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies; (b) the representations and warranties set forth in Article V of the Credit Agreement are true and correct in all material respects on and as of the Amendment No. 3 Effective Date with the same effect as though made on and as of the Amendment No. 3 Effective Date, except to the extent such representations and

warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date) and except to the extent such representations and warranties are already qualified by materiality (in which case such representations and warranties shall be true and correct in all respects); and (c) no Default or Event of Default has occurred and is continuing under the Credit Agreement.

Section 3.    Effectiveness. This Amendment shall become effective on the date (such date, the “Amendment No. 3 Effective Date”) that the following conditions have been satisfied:

(i)Consents. The Administrative Agent shall have received (a) executed signature pages hereto from Lenders constituting the Required Lenders and each Loan Party and (b) executed signature pages to this Amendment from each Revolving Credit Lender;

(ii)Fees. The Administrative Agent shall have received all fees required to be paid, and all expenses required to be paid or reimbursed under Section 10.04(a) of the Credit Agreement to the extent invoiced;

(iii)Legal Opinions. The Administrative Agent shall have received a legal opinion of Akin Gump Strauss Hauer & Feld LLP, counsel to the Loan Parties, covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent;

(iv)Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower dated the Amendment No. 3 Effective Date certifying that (a) all representations and warranties in Section 2 hereto shall be true and correct as of the date hereof before and after giving effect to this Amendment, as though made on and as of such date and (b) no Default, shall have occurred and be continuing;

(v)Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 3 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 3 Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a Responsible Officer executing the certificate pursuant to clause (ii) above;

(vi)Perfection Certificate and Lien Searches. The Administrative Agent shall have received (i) an updated perfection certificate with respect to the Loan Parties in form and substance consistent with such certificates previously delivered to the Administrative Agent on the Closing Date and (ii) copies of a recent Lien and judgments search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties;

(vii)Consent Fee. The Administrative Agent shall have received payment from the Borrower, in same day funds, for the account of each Term Lender that delivers an executed counterpart signature page to this Amendment at or prior to 5:00 p.m., New York City time, on

June 12, 2013 (such time, the “Deadline”) a consent fee in an aggregate amount equal to 0.125% of the aggregate principal amount of Term Loans held by such Lender as of the Deadline; and

(viii)Upfront Fee. The Administrative Agent shall have received payment from the Borrower, in same day funds, for the account of each Revolving Credit Lender that delivers an executed counterpart signature page to this Amendment at or prior to the Deadline an upfront fee in an aggregate amount equal to (a) 0.35% of the Revolving Credit Exposure and the unused Revolving Credit Commitments of such Revolving Credit Lender as of the Deadline and (b) 0.70% of any new Revolving Credit Commitments of such Revolving Credit Lender.

Section 4.    Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 5.    Applicable Law.

(a)THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b)ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR ANY OTHER DOCUMENT RELATED HERETO. EACH PARTY HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

Section 6.    Headings. The headings of the several sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

Section 7.    Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens

granted by it pursuant to the Collateral Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment No. 3 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby.

Section 8.    WAIVER OF RIGHT TO TRIAL BY JURY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

DYNCORP INTERNATIONAL INC.

By: /s/ William T. Kansky

Name: William T. Kansky

Title: Senior Vice President and Chief Financial Officer

delta tucker holdings, INC.

By: /s/ William T. Kansky

Name: William T. Kansky

Title: Senior Vice President and Chief Financial Officer

DIV CAPITAL CORPORATION

DTS AVIATION SERVICES LLC

DYNCORP AEROSPACE OPERATIONS LLC

DYNCORP INTERNATIONAL LLC

DYNCORP INTERNATIONAL SERVICES LLC

DYN MARINE SERVICES OF VIRGINIA LLC

HELIWORKS LLC

PHOENIX CONSULTING GROUP, LLC

SERVICES INTERNATIONAL LLC

WORLDWIDE HUMANITARIAN SERVICES LLC

WORLDWIDE RECRUITING AND STAFFING SERVICES LLC

By: /s/ William T. Kansky

Name: William T. Kansky

Title: Senior Vice President and Chief Financial Officer

CASALS & ASSOCIATES, INC.

By: /s/ William T. Kansky

Name: William T. Kansky

Title: Vice President, Chief Financial Officer and Treasurer

[ADDITIONAL LENDER SIGNATURES OMITTED]

UNOFFICIAL CONFORMED COPYEXHIBIT A to Amendment No. 3

INCLUDING AMENDMENT NO. 1 AND AMENDMENT NO. 2

CREDIT AGREEMENT

Dated as of July 7, 2010

among

DYNCORP INTERNATIONAL INC.,

as the Borrower,

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

BANK OF AMERICA, N.A.,

as Administrative and Collateral Agent,

BANK OF AMERICA, N.A.,

as L/C Issuer and Swing Line Lender,

THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME

CITIGROUP GLOBAL MARKETS INC.,

as Syndication Agent,

and

BARCLAYS BANK PLC,

CAPITAL ONE, N.A.

and

DEUTSCHE BANK SECURITIES INC.,

as Co-Documentation Agents,

and

BANC OF AMERICA SECURITIES LLC,

CITIGROUP GLOBAL MARKETS INC.,

BARCLAYS CAPITAL

and

DEUTSCHE BANK SECURITIES INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		Page
	ARTICLE I.
	DEFINITIONS AND ACCOUNTING TERMS
Section 1.01.	Defined Terms	1
Section 1.02.	Other Interpretive Provisions	42
Section 1.03.	Accounting Terms	4243
Section 1.04.	Rounding	4243
Section 1.05.	References to Agreements, Laws, Etc.	43
Section 1.06.	Times of Day	43
Section 1.07.	Timing of Payment of Performance	43
Section 1.08.	Cumulative Credit Transactions	4344
Section 1.09.	Pro Forma Calculations	4344
Section 1.10.	Letter of Credit Amounts	4445
Section 1.11.	Exchange Rates; Currency Equivalents.	4445
Section 1.12.	Additional Alternative Currencies.	45
Section 1.13.	Change of Currency.	4546
	ARTICLE II.
	THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01.	The Loans	46
Section 2.02.	Borrowings, Conversions and Continuations of Loans	46
Section 2.03.	Letters of Credit	47
Section 2.04.	Swing Line Loans	5455
Section 2.05.	Prepayments	5758
Section 2.06.	Termination or Reduction of Commitments	6162
Section 2.07.	Repayment of Loans	62
Section 2.08.	Interest	6263
Section 2.09.	Fees	63
Section 2.10.	Computation of Interest and Fees	6364
Section 2.11.	Evidence of Indebtedness	64
Section 2.12.	Payments Generally	64
Section 2.13.	Sharing of Payments	66
Section 2.14.	Incremental Credit Extensions	6667
Section 2.15.	Extension Offers.	68
	ARTICLE III.
	TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
Section 3.01.	Taxes	71
Section 3.02.	Illegality	73
Section 3.03.	Inability to Determine Rates	73
Section 3.04.	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans	7374
Section 3.05.	Funding Losses	7475
Section 3.06.	Matters Applicable to All Requests for Compensation	75
Section 3.07.	Replacement of Lenders Under Certain Circumstances	7576
Section 3.08.	Survival	77

-i-

	ARTICLE IV.
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
Section 4.01.	All Credit Events After the Closing Date	77
Section 4.02.	First Credit Event	77
	ARTICLE V.
	REPRESENTATIONS AND WARRANTIES
Section 5.01.	Representations and Warranties	80
Section 5.02.	Survival of Representations and Warranties, Etc	87
	ARTICLE VI.
	AFFIRMATIVE COVENANTS
Section 6.01.	Financial Statements	87
Section 6.02.	Certificates; Other Information	89
Section 6.03.	Notices	90
Section 6.04.	Payment of Obligations	90
Section 6.05.	Preservation of Existence, Etc	90
Section 6.06.	Maintenance of Properties	9091
Section 6.07.	Maintenance of Insurance	9091
Section 6.08.	Compliance with Laws	91
Section 6.09.	Books and Records	91
Section 6.10.	Inspection Rights	9192
Section 6.11.	Additional Collateral; Additional Guarantors	92
Section 6.12.	Compliance with Environmental Laws	93
Section 6.13.	Further Assurances and Post-Closing Conditions	93
Section 6.14.	Designation of Subsidiaries	94
	ARTICLE VII.
	NEGATIVE COVENANTS
Section 7.01.	Liens	9495
Section 7.02.	Investments	98
Section 7.03.	Indebtedness	100
Section 7.04.	Fundamental Changes	103104
Section 7.05.	Dispositions	105
Section 7.06.	Restricted Payments	106107
Section 7.07.	Change in Nature of Business	109
Section 7.08.	Transactions with Affiliates	109
Section 7.09.	Burdensome Agreements	110
Section 7.10.	Financial Covenants	111
Section 7.11.	Accounting Changes	112
Section 7.12.	Prepayments, Etc. of Indebtedness	112113
Section 7.13.	Permitted Activities	113
Section 7.14.	Amendments of Organization Documents	113114
	ARTICLE VIII.
	EVENTS OF DEFAULT AND REMEDIES
Section 8.01.	Events of Default	113114
Section 8.02.	Remedies upon Event of Default	115
Section 8.03.	Exclusion of Immaterial Subsidiaries	116
Section 8.04.	Application of Funds	116

-ii-

Section 8.05.	Borrower’s Right to Cure	117
	ARTICLE IX.
	ADMINISTRATIVE AGENT AND OTHER AGENTS
Section 9.01.	Appointment and Authorization of Agents	117118
Section 9.02.	Delegation of Duties	118
Section 9.03.	Liability of Agents	118119
Section 9.04.	Reliance by Agents	118119
Section 9.05.	Notice of Default	119
Section 9.06.	Credit Decision; Disclosure of Information by Agents	119
Section 9.07.	Indemnification of Agents	119120
Section 9.08.	Agents in Their Individual Capacities	120
Section 9.09.	Successor Agents	120121
Section 9.10.	Administrative Agent May File Proofs of Claim	121
Section 9.11.	Collateral and Guaranty Matters	121122
Section 9.12.	Other Agents; Arrangers and Managers	122123
Section 9.13.	Appointment of Supplemental Agents	122123
Section 9.14.	Withholding Tax Indemnity	123124
	ARTICLE X.
	MISCELLANEOUS
Section 10.01.	Amendments, Etc.	123124
Section 10.02.	Notices and Other Communications; Facsimile Copies	126
Section 10.03.	No Waiver; Cumulative Remedies	127
Section 10.04.	Attorney Costs and Expenses	127
Section 10.05.	Indemnification by the Borrower	127128
Section 10.06.	Payments Set Aside	128129
Section 10.07.	Successors and Assigns	129
Section 10.08.	Confidentiality	134
Section 10.09.	Setoff	134135
Section 10.10.	Interest Rate Limitation	135
Section 10.11.	Counterparts	135136
Section 10.12.	Integration; Termination	135136
Section 10.13.	Survival of Representations and Warranties	135136
Section 10.14.	Severability	135136
Section 10.15.	GOVERNING LAW	136
Section 10.16.	WAIVER OF RIGHT TO TRIAL BY JURY	136137
Section 10.17.	Binding Effect	136137
Section 10.18.	USA Patriot Act	136137
Section 10.19.	No Advisory or Fiduciary Responsibility	137
	ARTICLE XI.
	GUARANTEE
Section 11.01.	The Guarantee	137138
Section 11.02.	Obligations Unconditional	138
Section 11.03.	Reinstatement	139
Section 11.04.	Subrogation; Subordination	139
Section 11.05.	Remedies	139140
Section 11.06.	Instrument for the Payment of Money	139140
Section 11.07.	Continuing Guarantee	139140
Section 11.08.	General Limitation on Guarantee Obligations	139140
Section 11.09.	Release of Guarantors	140
Section 11.10.	Right of Contribution	140141

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SCHEDULES

1.01A    Commitments

1.01B    Existing Letters of Credit

1.01C    Unrestricted Subsidiaries

4.02(c)    Local Counsel Opinions

5.01(a)    Jurisdictions of Organization and Qualification

5.01(b)    Subsidiaries and Capitalization

5.01(d)    Compliance of Agreement with other Contracts

5.01(f)    Tax Returns and Payments

5.01(l)    Material Contracts

5.01(q)    Real Property

5.01(t)    Indebtedness and Guaranty Obligations

5.01(u)    Litigation

7.01(b)    Existing Liens

7.02(f)    Existing Investments

7.03(b)    Existing Indebtedness

7.05(k)    Dispositions

7.08    Transactions with Affiliates

7.09    Certain Contractual Obligations

10.02    Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Formof

A    Committed Loan Notice

B    Swing Line Loan Notice

C-1    Term Note

C-2    Revolving Credit Note

C-3    Swing Line Note

D    Compliance Certificate

E    Assignment and Assumption

F    Security Agreement

G    Intercompany Note

H    [Reserved]

I    United States Tax Compliance Certificate

J    Discounted Prepayment Option Notice

K    Lender Participation Notice

L    Discounted Voluntary Prepayment Notice

M    Affiliated Lender Assignment and Assumption

N    First Lien Intercreditor Agreement

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CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 7, 2010, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Borrower”), Delta Tucker Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender. and Citigroup Global Markets Inc., Syndication Agent and Barclays Bank PLC and Deutsche Bank Securities Inc. as Co-Documentation Agents.

PRELIMINARY STATEMENTS

Pursuant to the Agreement and Plan of Merger dated April 11, 2010 (together with schedules and exhibits thereto, the “Acquisition Agreement”) by and among the Borrower, Delta Tucker Holdings, Inc. (“Parent”) and Delta Tucker Sub, Inc. (“Merger Sub”), Parent has agreed to acquire (the “Acquisition”) all of the outstanding equity interests of Holdings (the “Acquired Company”).

To fund a portion of the Acquisition of the Acquired Company, the Investors and certain other investors and associated entities will make a cash equity contribution (the “Equity Contribution”) directly or indirectly to Parent (which shall in turn contribute the same to Holdings as cash common equity, which shall in turn contribute the same to the Borrower as cash common equity) in an aggregate amount equal to not less than 35% of the pro forma total consolidated debt and equity capitalization of Holdings.

To consummate the transactions contemplated by the Acquisition Agreement, the Borrower will issue senior unsecured notes on the Closing Date in an aggregate initial principal amount not in excess of $455,000,000 pursuant to the terms of the Senior Notes Documentation (as defined below).

The Borrower hasinitially requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate amount of $570,000,000 and (ii) Revolving Credit Commitments in an initial aggregate amount of $150,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.

Definitions and Accounting Terms

Section 1.01 Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acceptable Price” has the meaning set forth in Section 2.05(c)(iii).

“Acceptance Date” has the meaning set forth in Section 2.05(c)(ii).

“Acquired Company” has the meaning set forth in the preliminary statements hereto.

“Acquisition” has the meaning set forth in the preliminary statements hereto.

“Acquisition Agreement” has the meaning set forth in the preliminary statements hereto.

“Administrative Agent” means Bank of America, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Affiliated Lender Assignment and Assumption” has the meaning set forth in Section 10.07(k).

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents and the Supplemental Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Alternative Currency” means each of Euro, Saudi riyals or United Arab Emirates dirhams and each other currency (other than Dollars) that is approved in accordance with Section 1.12.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“Amendment No. 2 Effective Date” means August 10, 2011.

“Amendment No. 3” means Amendment No. 3 to this Agreement, dated as of June 19, 2013, by and among Holdings, the Borrower, the other Loan Parties, the Administrative Agent, the Lenders party thereto and the other parties thereto.

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“Amendment No. 3 Arrangers” means Bank of America, N.A., Citigroup Global Markets Inc., Barclays Bank PLC and Deutsche Bank Securities Inc. in their capacities as Joint Lead Arrangers and Joint Bookrunners for Amendment No. 3.

“Amendment No. 3 Effective Date” means June 19, 2013.

“Anti-Terrorism Laws” means any Applicable Law related to terrorism financing or money laundering including the USA Patriot Act, The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001).

“Applicable Discount” has the meaning set forth in Section 2.05(c)(iii).

“Applicable ECF Percentage” means, for any fiscal year, (a) 50% if the Secured Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is greater than 1.50:1.00, (b) 25% if the Secured Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is less than or equal to 1.50:1.00 and greater than 1.00:1:00 and (c) 0% if the Secured Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is less than or equal to 1.00:1.00.

“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

“Applicable Rate” means a percentage per annum equal to:

(a)    with respect to Term Loans, (A) for Eurocurrency Rate Loans, 4.50% and (B) for Base Rate Loans, 3.50%; and

(b)    with respect to Revolving Credit Loans, unused Revolving Credit Commitments and Letter of Credit fees, (i) until delivery of financial statements for the first full fiscal quarter commencing after the Closing Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, 4.50%, (B) for Base Rate Loans, 3.50%, (C) for Letter of Credit fees, 4.50% and (D) for unused commitment fees, 0.75% and (ii) thereafter, the following percentages per annum, based upon the Secured Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Applicable Rate
Pricing Level	Secured Leverage Ratio	Eurocurrency Rate and Letter of Credit Fees	Base Rate	Unused Commitment Fee Rate
1	>1.50:1	4.50%	3.50%	0.75%
2	≤1.50:1 and >1.00:1	4.25%	3.25%	0.50%
3	≤1.00:1	4.00%	3.00%	0.50%

Any increase or decrease in the Applicable Rate resulting from a change in the Secured Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that, at the option of the Administrative Agent or the Required Lenders, the higher pricing level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

In the event that any financial statements under Section 6.01 or a Compliance Certificate is shown to be inaccurate at any time that this Agreement is in effect and any Loans or Commitments are outstanding hereunder when such inaccuracy is discovered or within 91 days after the date on which all Loans have been repaid and all Commitments have been terminated, and such inaccuracy, if corrected, would have led to a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (i) the Borrower shall promptly (and in no event

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later than five (5) Business Days thereafter) deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the Applicable Rate shall be determined by reference to the corrected Compliance Certificate (but in no event shall the Lenders owe any amounts to the Borrower), and (iii) the Borrower shall pay to the Administrative Agent promptly upon demand (and in no event later than five (5) Business Days after demand) any additional interest owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof. Notwithstanding anything to the contrary in this Agreement, any additional interest hereunder shall not be due and payable until demand is made for such payment pursuant to clause (iii) above and accordingly, any nonpayment of such interest as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall be deemed overdue (and no amounts shall accrue interest at the Default Rate), at any time prior to the date that is five (5) Business Days following such demand.

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuer and (ii) the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the relevant Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Fund” means any Fund that is administered, advised or managed by a Lender or an Affiliate of the entity that administers, advises or manages any Fund that is a Lender.

“Arrangers” means Banc of America Securities LLC, Citigroup Global Markets Inc., Barclays Capital, the investment banking division of Barclays Bank PLC, and Deutsche Bank Securities Inc.

“Assignees” has the meaning set forth in Section 10.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Audited Financial Statements” means the audited consolidated balance sheets of the Acquired Company and its Subsidiaries as of each of April 3, 2009 and April 2, 2010, and the related audited consolidated statements of operations and of cash flows for the Acquired Company and its Subsidiaries for the fiscal years ended March 28, 2008, April 3, 2009 and April 2, 2010.

“Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii).

“Bank of America” means Bank of America, N.A. and its successors.

“Bankruptcy Code” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”; provided that in no event shall the Base Rate be less than 1.00% plus the Eurocurrency Rate applicable to one month Interest Periods on the date of determination of the Base Rate (which Eurocurrency Rate shall be deemed to be not less than 1.75%). The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

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“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning set forth in the preamble hereto.

“Borrower Materials” has the meaning set forth in Section 6.01.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and if such day relates to any Eurocurrency Rate Loan, means any such day on which dealings in deposits are conducted by and between banks in the London interbank eurodollar market.

“CapEx Pull-Forward Amount” has the meaning set forth on Section 7.10(c)(ii).

“Capital Expenditures” means, for any period, the aggregate, without duplication, of (a) all expenditures (whether paid in cash or accrued as liabilities) by Holdings and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment and other charges (paid or accrued) representing costs to acquire property, plant or equipment included in Capital Expenditures reflected in the consolidated balance sheet of Holdings and its Restricted Subsidiaries and (b) the value of all assets under Capitalized Leases incurred by Holdings and its Restricted Subsidiaries during such period (other than as a result of purchase accounting); provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration, repair or improvement of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored, repaired or improved or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment solely to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to the extent financed with the proceeds of Dispositions outside the ordinary course of business that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that are accounted for as capital expenditures by Holdings or any Restricted Subsidiary and that actually are paid for by a Person other than Holdings or any Restricted Subsidiary and for which neither Holdings nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (v) expenditures that constitute any part of Consolidated Lease Expense, (vi) expenditures that constitute Permitted Acquisitions, (vii) any capitalized interest expense reflected as additions to property, plant or equipment in the consolidated balance sheet of Holdings and the Restricted Subsidiaries, (viii) any non-cash compensation or other non-cash costs reflected as additions to property, plant or equipment in the consolidated balance sheet of Holdings and the Restricted Subsidiaries, (ix) the book value of any asset owned by such person prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (A) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made and (B) such book value shall have been included in Capital Expenditures when such asset was originally acquired or (x) expenditures pursuant to the Acquisition or in connection with the Transactions.

“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 or membership interests (whether general or limited); and

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(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.

“Capitalized Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability on a balance sheet (excluding the notes thereto) in accordance with GAAP.

“Cash Collateral” has the meaning set forth in Section 2.03(g).

“Cash Collateral Account” means a blocked account at Bank of America (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning set forth in Section 2.03(g).

“Cash Equivalents” means:

(1)    U.S. dollars, pounds sterling, euros, the national currency of any participating member state of the European Union or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(2)    securities issued or directly and fully guaranteed or insured by the government of the United States or any country that is a member of the European Union or any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition;

(3)    certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500 million, or the foreign currency equivalent thereof, and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(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 issued by a corporation (other than an Affiliate of the Borrower) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

(6)    readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7)    Indebtedness issued by Persons (other than the Investors) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition; and

(8)    investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above.

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“Cash Management Obligations” means obligations owed by the Borrower or any Restricted Subsidiary to any Lender or any Affiliate of a Lender (or Person that was a Lender or an Affiliate of a Lender at the time such arrangement was entered into) (a “Cash Management Bank”) in respect of any overdraft and related liabilities arising from treasury, depository, credit card, debit card and cash management services or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by Holdings or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace, restore or repair such equipment, fixed assets or real property.

“Change of Control” shall be deemed to occur if:

(a)    at any time prior to a Qualified IPO, the Investors shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, in the aggregate Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings or any direct or indirect parent of Holdings;

(b)    at any time after a Qualified IPO, any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than the Investors or any “group” including any Investors (provided, that in the case of any such “group,” the Investors hold a majority of all voting interest in Holdings’ Equity Interests held by all members of such “group”), (x) shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interest in Holdings’ Equity Interests or any direct or indirect parent of Holdings and (y) the Investors shall own, directly or indirectly, less than such person or “group” on a fully diluted basis of the voting interest in Holdings’ Equity Interests or any direct or indirect parent of Holdings;

(c)    a “change of control” (or similar event) shall occur under the Senior Notes or any Junior Financing with an aggregate principal amount in excess of the Threshold Amount or any Permitted Refinancing Indebtedness in respect of any of the foregoing with an aggregate principal amount in excess of the Threshold Amount; or

(d)    Holdings shall cease to own 100% of the Equity Interests of the Borrower.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments or Term Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans, or Term Loans.

“Closing Date” means the first date on which all the conditions precedent in Section 4.02 are satisfied or waived in accordance with Section 4.02, which date is July 7, 2010.

“Closing Fee” has the meaning set forth in Section 2.09(c).

“Co-Documentation Agents” means Barclays Bank PLC, Capital One, N.A. and Deutsche Bank Securities Inc., as co-documentation agents under this Agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means the “Collateral” as defined in the Security Agreement and all the “Collateral” or “Pledged Assets” as defined in any other Collateral Document and any other assets pledged or in which a Lien is granted pursuant to any Collateral Document, including, without limitation, the Mortgaged Property.

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“Collateral Agent” means Bank of America, in its capacity as collateral agent or pledgee in its own name under any of the Loan Documents, or any successor collateral agent.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(a)    on the Closing Date the Administrative Agent shall have received each Collateral Document to the extent required to be delivered on the Closing Date pursuant to Section 4.02(e), subject to the limitations and exceptions of this Agreement, duly executed by each Loan Party party thereto;

(b)    the Obligations shall have been secured by a first-priority security interest in (i) all the Equity Interests of the Borrower and (ii) all Equity Interests of each Restricted Subsidiary of Holdings that is not an Excluded Subsidiary directly owned by any Loan Party, in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction);

(c)    the Obligations shall have been secured by a perfected security interest in, and Mortgages on, substantially all tangible and intangible assets of the Borrower and each Guarantor (including Equity Interests and intercompany debt, accounts, inventory, machinery and equipment, accounts receivable, chattel paper, insurance proceeds, hedge agreement documents, instruments, indemnification rights, tax refunds, cash, investment property, contract rights, intellectual property in the United States, other general intangibles, Material Real Property and proceeds of the foregoing), in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction);

(d)    subject to limitations and exceptions of this Agreement (for the avoidance of doubt, including the limitations and exceptions set forth in the proviso of Section 4.02(e)) and the Collateral Documents, to the extent a security interest in and Mortgages on any Material Real Property is required under Section 6.11 or 6.13 (together with any Material Real Property that is subject to a Mortgage on the Closing Date, each, a “Mortgaged Property”), the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to such Mortgaged Property duly executed and delivered by the record owner of such property in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and subsisting perfected first-priority Lien (subject only to Liens described in clause (ii) below) on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to 100% of the fair market value of the property at the time the Mortgage is entered into if such limitation results in such mortgage tax being calculated based upon such fair market value), (ii) fully paid policies of title insurance (or marked-up title insurance commitments having the effect of policies of title insurance) on the Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties and respective successors and assigns (the “MortgagePolicies”) issued by a nationally recognized title insurance company reasonably acceptable to the Administrative Agent in form and substance and in an amount reasonably acceptable to the Administrative Agent (not to exceed 100% of the fair market value of the real properties covered thereby), insuring the Mortgages to be valid subsisting first-priority Liens on the property described therein, free and clear of all Liens other than Liens permitted pursuant to Section 7.01 and other Liens reasonably acceptable to the Administrative Agent, each of which shall (A) to the extent reasonably necessary, include such reinsurance arrangements (with provisions for direct access, if reasonably necessary) as shall be reasonably acceptable to the Collateral Agent, (B) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (C) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit (if available after the applicable Loan Party uses commercially reasonable efforts), doing business, non-imputation, public road access, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot and so-called comprehensive coverage over covenants and restrictions; provided, however, the applicable Loan Party shall not be obligated to obtain a “creditor’s rights” endorsement), (iii) legal opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, reasonably acceptable to the Administrative Agent and the Collateral Agent as to such matters as the Administrative Agent and the Collateral Agent may reasonably request, (iv) a survey or express map of each Mortgaged Property sufficient in form to delete the standard survey exception in the title insurance policy insuring the Mortgage and provide the Collateral Agent with endorsements to such policy as shall be reasonably requested by the Collateral Agent and (v) a completed “life of the loan” Federal Emergency Management Agency Standard Flood

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Hazard Determination with respect to each Mortgaged Property duly executed and acknowledged by the appropriate Loan Parties; and

(e)    after the Closing Date, each Restricted Subsidiary of Holdings that is not an Excluded Subsidiary shall become a Guarantor and signatory to this Agreement pursuant to a joinder agreement in accordance with Section 6.11 and a party to the applicable Collateral Documents in accordance with Section 6.11; provided that notwithstanding the foregoing provisions, any Subsidiary of Holdings that Guarantees the Senior Notes shall be a Guarantor hereunder for so long as it Guarantees such Indebtedness.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:

(A)    the foregoing definition shall not require, unless otherwise stated in this clause (A), the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance or taking other actions with respect to, (i) any fee owned real property (other than Material Real Properties) and any leasehold rights and interests in real property (including landlord waivers, estoppels and collateral access letters), (ii) helicopters, motor vehicles and other assets subject to certificates of title, letters of credit with a face value of less than $1,000,000 and commercial tort claims where the amount of damages claimed by the applicable Loan Party is less than $1,000,000), (iii) any particular asset, if the pledge thereof or the security interest therein is prohibited by Law other than to the extent such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law notwithstanding such prohibition, (iv) Margin Stock and, solely to the extent prohibited by the Organization Documents or any shareholders agreement with shareholders that are not direct or indirect wholly owned Restricted Subsidiaries of Holdings, Equity Interests in any Person other than wholly owned Restricted Subsidiaries, (v) any rights of any Loan Party with respect to any lease, license or other agreement to the extent a grant of security interest therein is prohibited by such lease, license or other agreement, would result in an invalidation thereof or would create a right of termination in favor of any other party thereto (other than a Loan Party) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable Laws or principle of equity notwithstanding such prohibition, (vi) the creation or perfection of pledges of, security interests in, any property or assets that would result in material adverse tax consequences to Holdings, the Borrower or any of its Subsidiaries, as reasonably determined by the Borrower with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), (vii) intellectual property to the extent a security interest is not perfected by filing of a UCC financing statement or in respect of registered intellectual property, a filing in the USPTO (if required) or the U.S. Copyright Office (it being understood that such assets are intended to constitute Collateral, though perfection beyond UCC, USPTO and U.S. Copyright Office filings is not required) and (viii) any particular assets if, in the reasonable judgment of the Administrative Agent, determined in consultation with the Borrower, the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets is excessive in relation to the benefits to be obtained therefrom by the Lenders under the Loan Documents;

(B)    (i) the foregoing definition shall not require control agreements and perfection by “control” with respect to any Collateral (including deposit accounts, securities accounts, etc.) other than certificated Equity Interests of the Borrower and, to the extent constituting Collateral, its Restricted Subsidiaries that are Domestic Subsidiaries; and (ii) except to the extent that perfection and priority may be achieved by the filing of a financing statement under the Uniform Commercial Code with respect to the Borrower or a Guarantor, or, with respect to real property and the recordation of Mortgages in respect thereof, as contemplated by clauses (c) and (d) above, the Loan Documents shall not contain any requirements as to perfection or priority with respect to any assets or property described in this clause (B);

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(C)    the Administrative Agent in its discretion may grant extensions of time for the creation or perfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including extensions beyond the Closing Date) or any other compliance with the requirements of this definition where it reasonably determines, in consultation with the Borrower, that the creation or perfection of security interests and Mortgages on, or obtaining of title insurance or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished without undue delay, burden or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents; provided that the Collateral Agent shall have received on or prior to the Closing Date, (i) UCC financing statements in appropriate form for filing under the UCC in the jurisdiction of incorporation or organization of each Loan Party, and (ii) any certificates or instruments representing or evidencing Equity Interests of the Borrower and any Subsidiary Guarantors accompanied by instruments of transfer and stock powers undated and endorsed in blank;

(D)    with respect to a stock pledge, the exclusion of an Excluded Subsidiary shall not apply to (A) voting stock of any Subsidiary which is a first-tier Foreign Subsidiary representing 65% of the total voting power of all outstanding voting stock of such Subsidiary and (B) 100% of the Equity Interests not constituting voting stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as voting stock for this purpose; and

(E)    Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in this Agreement and the Collateral Documents.

“Collateral Documents” means, collectively, the Security Agreement, each of the Mortgages, collateral assignments, security agreements, pledge agreements, intellectual property security agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 4.02, Section 6.11 or Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Commitment” means a Term Commitment or a Revolving Credit Commitment of any Class, as the context may require.

“Commitment Fee” has the meaning set forth in Section 2.09(a).

“Commitment Letter” means the separate commitment letter agreement dated April 11, 2010 among Delta Tucker Holdings, Inc., Delta Tucker Sub, Inc., the Administrative Agent, the Arrangers and certain other parties thereto.

“Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company” means the Borrower, together with its successors and assigns.

“Company Material Adverse Effect” means any change, event, circumstance, occurrence or effect that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the financial condition, business or results of operations of the Acquired Company and its subsidiaries taken as a whole or would reasonably be expected to prevent or materially impair or delay the consummation of the transactions contemplated by the Acquisition Agreement; provided, however, that none of the following, and no effect arising out of or resulting from the following, shall constitute or be taken into account in determining whether a “Company Material Adverse Effect” has occurred or may, would or could occur:

(i)    any changes, events, circumstances, occurrences or effects generally affecting (A) any industry in which the Acquired Company and its subsidiaries operate or in which the products or services of the Acquired Company and its subsidiaries are used or distributed or (B) the economy, credit, financial or securities markets in the United States or elsewhere in the world, including changes in interest or exchange rates, or

(ii)    any changes, events, circumstances, occurrences or effects, arising out of, resulting from or attributable to (A) changes or prospective changes in Law (as defined in the Acquisition Agreement), in applicable

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regulations of any Governmental Entity (as defined in the Acquisition Agreement), in generally accepted accounting principles or in accounting standards, or any changes or prospective changes in the interpretation or enforcement of any of the foregoing, or any changes or prospective changes in general legal, regulatory or political conditions, (B) the negotiation, execution, announcement or performance of the Acquisition Agreement or the consummation of the transactions contemplated by the Acquisition Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, or any litigation arising from allegations of breach of fiduciary duty or violation of Law relating to the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement, (C) acts of war (whether or not declared), sabotage or terrorism, military actions or any escalation or worsening of any such acts of war (whether or not declared), sabotage, terrorism or military actions or other similar force majeure events, (D) pandemics, earthquakes, hurricanes, tornados or other natural disasters, (E) any action taken by the Acquired Company or its subsidiaries that is required by the Acquisition Agreement or taken at Parent’s written request, or the failure to take any action by the Acquired Company or its subsidiaries if that action is prohibited by the Acquisition Agreement, (F) any change in the Acquired Company’s credit ratings or in analysts recommendations with respect to the Acquired Company, (G) any change resulting or arising from the identity of, or any facts or circumstances relating to, Parent, Merger Sub or their respective Affiliates (as defined in the Acquisition Agreement), (H) any decline in the market price, or change in trading volume, of any Equity Interests of the Acquired Company, (I) the failure of any Bid (as defined in the Acquisition Agreement) to result in a Government Contract (as defined in the Acquisition Agreement) (regardless of whether the Acquired Company or any of its subsidiaries was a party to such Government Contract at the time such Bid was made), any protest initiated by any third party with respect to any Bid or Government Contract of the Acquired Company, the failure of any protest relating to a Bid or Government Contract initiated by the Acquired Company or the failure to be awarded task orders under Government Contracts, or (J) any failure to meet any internal or public projections, budgets, forecasts or estimates of revenue, earnings, cash flow or cash position;

provided, further, however, that (w) changes, events, circumstances, occurrences or effects set forth in clause (i)(A), (ii)(A), (ii)(C) or (ii)(D) above may be taken into account in determining whether there has been or is a Company Material Adverse Effect to the extent such changes, events, circumstances, occurrences or effects have a materially disproportionate adverse effect on the Acquired Company and its subsidiaries, taken as a whole, as compared to other participants in the industries in which the Acquired Company and its subsidiaries operate, but only to the extent of such materially disproportionate adverse effect as compared to such other participants, (x) the exceptions in clauses (ii)(F), (ii)(H) and (ii)(J) above shall not prevent or otherwise affect a determination that the underlying cause of any decline, change or failure referred to therein (if not otherwise falling within any of the exceptions provided by clause (i) or clauses (ii)(A) through (J) above) is a Company Material Adverse Effect, (y) changes, events, circumstances, occurrences, effects or circumstances set forth in clause (ii)(C) above shall not include any action or failure to act by the Acquired Company, any subsidiary of the Acquired Company or any of their respective employees or agents and (z) changes, events, circumstances, occurrences or effects resulting from a loss of a Material Contract (as defined in the Acquisition Agreement) other than from any of the exclusions set forth in clause (ii) above may be taken into account in determining whether there has been or is a Company Material Adverse Effect.

“Compensation Period” has the meaning set forth in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus:

(a)    without duplication and, except with respect to clause (vi) below, to the extent deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period with respect to Holdings, the Borrower and its Restricted Subsidiaries:

(i)    interest expense for such period, on a consolidated basis, to the extent such expense was deducted and not added back in computing Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Leases (deemed to accrue at an interest rate reasonably determined to be the rate of interest implicit in such Capitalized Leases in accordance with GAAP) and net payments and receipts (if any) pursuant to interest rate Swap Contracts and excluding amortization of deferred financing fees and expensing of any bridge or other financing fees and the non-cash portion of interest expense resulting from the reduction in the carrying value under purchase accounting of the

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Borrower’s outstanding Indebtedness); and consolidated capitalized interest for such period, whether paid or accrued; less interest income for such period; provided that, no effect shall be given to the discount and/or premium resulting from the bifurcation of derivatives under FASB ASC 815 and related interpretations as a result of the terms of Indebtedness to which such interest expense relates,

(ii)    provision for taxes based on income, profits or capital of Holdings and the Restricted Subsidiaries, including, without limitation, state franchise and similar taxes (such as Delaware franchise tax) and including an amount equal to the amount of tax distributions actually made to the holders of Capital Stock of Holdings, the Borrower or its Restricted Subsidiaries or any direct or indirect parent of Holdings, the Borrower or its Restricted Subsidiaries in respect of such period in accordance with Section 7.06(h), which shall be included as though such amounts had been paid as income taxes,

(iii)    the aggregate depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment, compensation, rent and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP, but excluding (x) any such charge which consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future period and (y) the non-cash impact of recording the change in fair value of any embedded derivatives under FASB ASC 815 and related interpretations as a result of the terms of any agreement or instrument to which such charges relate,

(iv)    the amount of management, monitoring, consulting and advisory fees and related expenses paid or accrued to the Investors (or any accruals relating to such fees and related expenses) during such period to the extent otherwise permitted under Section 7.08,

(v)    any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings, the Borrower or its Restricted Subsidiaries without duplication or the net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests) solely to the extent such cash proceeds are excluded from the calculation of Cumulative Credit,

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(vi)    the amount of cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken or with respect to which substantial steps have been taken (in the good faith determination of the Borrower) during such period, other than in connection with any Specified Transaction (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02(a), certifying that (x) such cost savings, operating expense reductions and synergies are reasonably expected and factually supportable in the good faith judgment of the Borrower, (y) such actions are to be taken within 12 months after the consummation of the acquisition, Disposition, restructuring or the implementation of an initiative, which is expected to result in such cost savings, expense reductions or synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (vi) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) the aggregate amount of cost savings and operating expense reductions added pursuant to this clause (vi) does not exceed for all initiatives, $20,000,00015% of Consolidated EBITDA (prior to giving effect to such cost savings, operating expense reductions and synergies) in the aggregate for any period of four-consecutive fiscal quarters; provided that amounts added back to Consolidated EBITDA pursuant to this clause (C) do not exceed $60,000,000 in the aggregate for all periods following the Closing Date and (D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (vi) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies,

(vii)    losses due solely to fluctuations in currency values and the related tax effects,

(viii)    any expenses or charges (other than the charges described in clause (iii) above) related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (x) such fees, expenses or charges related to this Agreement and (y) any amendment or other modification of this Agreement or other Indebtedness, and

(ix)    any ordinary course dividend, distributions or other payment paid in cash and received from any Person in excess of amounts included in clause (7) pursuant to the definition of “Consolidated Net Income”

less (b) , without duplication, (i) gains due solely to fluctuations in currency values and the related tax effects and (ii) non-cash items increasing Consolidated Net Income for such period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period).

Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes (x) any of the fiscal quarters ended September 30, 2009, December 31, 2009 and March 31, 2010, Consolidated EBITDA for such fiscal quarters shall be $66,007,000, $60,594,000 and $64,420,000, respectively or (y) any other period occurring prior to the Closing Date, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the Transaction.

“Consolidated Interest Expense” means, for any period, the sum, without duplication, of (i) the cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of Holdings, the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of Holdings and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net cash costs under Swap Contracts, (ii) any dividends or distributions in respect of Disqualified Equity Interests and (iii) any cash payments made during such period in respect of obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period, but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, (c) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments pursuant to Statement of Financial Accounting Standards No.133, (d) any cash costs associated with breakage in respect of hedging agreements for interest rates, (e) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights

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obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP, (f) fees and expenses associated with the consummation of the Transaction, (g) annual agency fees paid to the Administrative Agent and/or Collateral Agent, and (h) costs associated with obtaining Swap Contracts. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense (i) for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination and (ii) shall exclude the purchase accounting effects described in the last sentence of the definition of “Consolidated Net Income.”

“Consolidated Net Income” means, with respect to Holdings, the Borrower or any Restricted Subsidiary for any period, the aggregate of the Net Income of Holdings, the Borrower and its Restricted Subsidiary for such period, on a consolidated basis; provided, however, that:

(1)    any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expenses (including the effect of all fees and expenses relating thereto), including, without limitation, any expenses related to any reconstruction, any severance or relocation expenses and fees, any restructuring costs, any retention payments, any expenses or charges related to any equity offering, Investment permitted under Section 7.02, acquisition (including earn-out provisions) or Indebtedness permitted to be incurred by this Agreement (in each case, whether or not successful) and any fees, expenses, charges or payments made under or contemplated by the Acquisition Agreement or otherwise related to the Transactions, shall be excluded;

(2)    the Net Income for such period shall not include the cumulative effectof a change in accounting principles during such period;

(3)    any net after-tax income or loss from discontinued operations and any net after-tax gains or loss on disposal of discontinued operations shall be excluded;

(4)    any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Borrower) shall be excluded;

(5)    any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded;

(6)    the Net Income for such period of any Person that is not a Subsidiary of Holdings, or is an Unrestricted Subsidiary, or is a Person that is accounted for by the equity method of accounting (other than a Restricted Subsidiary or a Guarantor that is accounted for by the equity method of accounting), shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to Holdings or a Restricted Subsidiary thereof in respect of such period;

(7)    solely for the purpose of determining the amount available under the definition of Cumulative Credit, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the 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, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that (x) the net loss of any such Restricted Subsidiary shall be included therein and (y) the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein;

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(8)    any non-cash impairment charges or asset write-off resulting from the application of FASB ASC 350 and FASB ASC 360, and the amortization of intangibles arising pursuant to FASB ASC 805¹¹Company to confirm appropriate references to codified accounting standards.,805, shall be excluded;

(9)    any non-cash compensation expense realized from employee benefit plans or post-employment benefit plans, grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of Holdings, the Borrower or any Restricted Subsidiary shall be excluded;

(10)    unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of FASB ASC 830 shall be excluded;

(11)    any (a) severance or employee relocation costs or expenses, (b) one-time non-cash compensation charges, (c) the costs and expenses after the Closing Date related to employment of terminated employees, or (d) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Closing Date of officers, directors and employees, in each case of such Person or any of its Restricted Subsidiaries, shall be excluded; provided, however, that the amount of any non-cash costs, expenses and charges described in the foregoing clauses (b), (c) and (d) of this clause 11 excluded from the calculation of Consolidated Net Income pursuant to this clause 11 shall not exceed $10,000,000 in any period of four consecutive fiscal quarters;

(12)    effects of purchase accounting adjustments (including the effects of such adjustments pushed down to Holdings, the Borrower or any Restricted Subsidiary) in amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;

(13)    accruals and reserves that are established or adjusted within 12 months after the Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded; and

(14)    (a) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by FASB ASC 815 shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 7.06 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries or a Restricted Subsidiary to the extent such dividends, repayments or transfers otherwise increase the amount of Cumulative Credit.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of Holdings, the Borrower and its Restricted Subsidiaries outstanding on such date, in an

_________________________________

¹    Company to confirm appropriate references to codified accounting standards.

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amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but (x) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition and (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire principal amount thereof), consisting of Indebtedness for borrowed money, Attributable Indebtedness, and debt obligations evidenced by promissory notes or similar instruments; provided that Consolidated Total Debt shall not include Indebtedness in respect of letters of credit (including Letters of Credit), except to the extent of unreimbursed amounts thereunder.

“Consolidated Working Capital” means, with respect to Holdings and its Restricted Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that, increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

“Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow.”

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning set forth in the definition of “Affiliate.”

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Credit” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a)    the greater of (x) $0 and (y) 50% of the Cumulative Net Income Amount at such time, plus

(b)    the cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Equity Interests of the Borrower or of any direct or indirect parent of the Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Borrower and (ii) the common Equity Interests of the Borrower (or of Holdings or of any direct or indirect parent of Holdings) (other than Disqualified Equity Interests of the Borrower) issued upon conversion of Indebtedness incurred after the Closing Date of the Borrower or any Restricted Subsidiary of the Borrower owed to a Person other than a Loan Party or a Restricted Subsidiary of a Loan Party, in the case of each of subclause (i) and subclause (ii), not previously applied for a purpose (including a Specified Equity Contribution) other than use in the Cumulative Credit; plus

(c)    100% of the aggregate amount of contributions to the common capital of the Borrower (other than from a Restricted Subsidiary) received in cash and Cash Equivalents after the Closing Date other than from a Specified Equity Contribution; plus

(d)    without duplication of any amounts that otherwise increased the amount available for Investments pursuant to Section 7.02, 100% of the aggregate amount received by the Borrower or any Restricted Subsidiary of the Borrower in cash and Cash Equivalents from:

(A)    the sale (other than to the Borrower or any such Restricted Subsidiary) of any Equity Interests of an Unrestricted Subsidiary or any minority Investments, or

(B)    any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority Investments, or

(C)    any interest, returns of principal, repayments and similar payments by such Unrestricted Subsidiary or received in respect of any minority Investments, plus

(e)    in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, the fair market value of the Investments of the Borrower and the Restricted

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Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) so long as such Investments were originally made pursuant to Section 7.02(n)(y), plus

(f)    an amount equal to any returns in cash and Cash Equivalents (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the Borrower or any Restricted Subsidiary in respect of any Investments made pursuant to Section 7.02(n)(y), plus

(g)    solely for the purpose of calculating Cumulative Credit for purposes of Section 7.02(n)(y) and 7.12, 100% of the fair market value (determined in good faith by the Borrower and in the event of property with a fair market value in excess of $30.0 million, to be set forth in writing by an Independent Financial Advisor) of contributions to the common capital of the Borrower or consideration for common Equity Interests of the Borrower (or of Holdings or of any direct or indirect parent of Holdings) (other than Disqualified Equity Interests of the Borrower), in each case, received in property other than cash or Cash Equivalents after the Closing Date, minus

(h)    any amount of the Cumulative Credit used to make Investments pursuant to Section 7.02(n)(y) after the Closing Date and prior to such time, minus

(i)    any amount of the Cumulative Credit used to make Restricted Payments pursuant to Section 7.06(g)(y) after the Closing Date and prior to such time, minus

(j)    any amount of the Cumulative Credit used to make payments or distributions in respect of Junior Financings pursuant to Section 7.12 after the Closing Date and prior to such time, minus

(k)    any amount of the Cumulative Credit used to make Capital Expenditures pursuant to Section 7.10(c)(iv) after the Closing Date and prior to such time.

“Cumulative Net Income Amount” means, at any date, an amount determined on a cumulative basis equal to the aggregate cumulative Consolidated Net Income for the period from July 3, 2010 to the last day of the then most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01.

“Current Assets” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash and Cash Equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits (but excluding assets held for sale, loans (permitted) to third parties, Pension Plan assets, deferred bank fees and derivative financial instruments).

“Current Liabilities” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Restricted Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) the current portion of interest, (c) accruals for current or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves, (e) deferred revenue and (f) any Revolving Credit Exposure or Revolving Credit Loans.

“Debt Fund Affiliate” means any Affiliate of Holdings that is a bona fide diversified debt fund.

“Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning set forth in Section 2.05(b)(vii).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default

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Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of “Lender Default.”

“Designated Preferred Stock”means Preferred Stock of Holdings or any direct or indirect parent of Holdings, as applicable (other than Disqualified Equity Interests), that is issued for cash (other than to Holdings or any of its Subsidiaries or an employee stock ownership plan or trust established by Holdings or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (c) of the definition of “Cumulative Credit.”

“Designation Date” has the meaning set forth in Section 6.14.

“Discount Range” has the meaning set forth in Section 2.05(c)(ii).

“Discounted Prepayment Option Notice” has the meaning set forth in Section 2.05(c)(ii).

“Discounted Voluntary Prepayment” has the meaning set forth in Section 2.05(c)(i).

“Discounted Voluntary Prepayment Notice” has the meaning set forth in Section 2.05(c)(v).

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof), the Borrower or the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or if its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided further that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Equity Interests.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” has the meaning set forth in Section 10.07(a).

“Embargoed Person” shall mean any party that (i) is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC

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sanctions or embargo programs or (ii) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Applicable Law.

“Employee Benefit Plan” means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is maintained for employees of any Loan Party or any ERISA Affiliate or (b) any Pension Plan or Multiemployer Plan.

“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such as wetlands, flora and fauna.

“Environmental Laws” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards and regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities), of the Loan Parties or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Contribution” has the meaning set forth in the preliminary statements hereto.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended or modified from time to time.

“ERISA Affiliate” means any Person who together with any Loan Party or any of its Subsidiaries is treated as a single employer within the meaning of Section 414(b) or (c) of the Code (and Section 414(m) or (o) for purposes of Section 412 of the Code) or Section 4001(b) of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan, or the failure to make a required contribution to a Multiemployer Plan; (f) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code, whether or not waived; (g) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to a Loan Party or any Restricted Subsidiary; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate.

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“Euro” means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period; provided that the Eurocurrency Rate shall not be less than 1.75% per annum.

“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.

“Event of Default” has the meaning set forth in Section 8.01.

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“Excess Cash Flow” means, for any period, an amount equal to (a) the sum, without duplication, of (i) Consolidated Net Income for such period, (ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital of the Borrower and its Restricted Subsidiaries for such period (other than any such decreases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries completed during such period) and (iv) an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and its Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income minus (b) the sum, without duplication, of (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (1) through (14) of the definition of Consolidated Net Income, (ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures accrued or made in cash or accrued during such period, to the extent that such Capital Expenditures or acquisitions were financed with internally generated cash, (iii) the aggregate amount of all principal payments of Indebtedness of Holdings or its Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07 but excluding (X) all other voluntary and mandatory prepayments of Term Loans, (Y) all prepayments of Revolving Credit Loans and Swing Line Loans made during such period and (Z) all payments in respect of any other revolving credit facility made during such period, except in the case of clause (Z) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash, (iv) an amount equal to the aggregate net non-cash gain on Dispositions by Holdings and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income, (v) increases in Consolidated Working Capital of Holdings and its Restricted Subsidiaries for such period (other than any such increases arising from acquisitions or dispositions by Holdings and its Restricted Subsidiaries during such period), (vi) scheduled cash payments by Holdings and its Restricted Subsidiaries during such period in respect of long-term liabilities of Holdings and its Restricted Subsidiaries other than Indebtedness, (vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period by Holdings and its Restricted Subsidiaries on a consolidated basis pursuant to Section 7.02 to the extent that such Investments and acquisitions were financed with internally generated cash, (viii) the amount of Restricted Payments paid during such period pursuant to Sections 7.06(f) and 7.06(h) to the extent such Restricted Payments were financed with internally generated cash, (ix) the aggregate amount of expenditures actually made by Holdings and its Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, (x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness, (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by Holdings and its Restricted Subsidiaries pursuant to binding contracts or executed letters of intent (the “Contract Consideration”) entered into prior to or during such period relating to acquisitions and Investments permitted pursuant to Section 7.02, Permitted Acquisitions or Capital Expenditures or acquisitions of intellectual property to the extent not expensed to be consummated or made, plus any restructuring cash expenses, pension payments or tax contingency payments that have been added to Excess Cash Flow pursuant to clause (a)(ii) above required to be made, in each case during the period of four consecutive fiscal quarters of Holdings following the end of such period; provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such acquisitions, Investments, Permitted Acquisitions, Capital Expenditures or acquisitions of intellectual property during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, (xii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period and any cash taxes to be paid within six months after the close of such Excess Cash Flow Period, (xiii) cash expenditures in respect of Swap Contracts during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income and (xiv) any payment of cash to be amortized or expensed over a future period and recorded as a long-term asset. Notwithstanding anything in the definition of any term used in the definition of Excess Cash Flow to the contrary, all components of Excess Cash Flow shall be computed for Holdings and its Restricted Subsidiaries on a consolidated basis.

“Excess Cash Flow Period” means each fiscal year of Holdings commencing with the fiscal year ending December 30, 2011.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Subsidiary” means (a) any Subsidiary that does not have total assets or annual revenues in excess of $1,000,000 individually or in the aggregate with all other Subsidiaries excluded via this clause (a), (b) any Subsidiary acquired following the Closing Date that is prohibited by applicable Law or Contractual Obligations that are in existence at the time of acquisition and not entered into in contemplation thereof from guaranteeing the Obligations or if guaranteeing the Obligation would require governmental (including regulatory) consent, approval, license or authorization (unless such consent,

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approval license or authorization has been obtained), (c) any Subsidiary that is a Foreign Subsidiary or a direct or indirect Subsidiary of a Foreign Subsidiary, (d) any non-for-profit Subsidiaries, (e) any Unrestricted Subsidiaries and (f) at Borrower’s election, any Domestic Subsidiary formed or acquired after the Closing Date that Holdings and its Affiliates do not, directly or indirectly, own (x) 90% or more of the total voting power of Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of such Subsidiary or (y) 90% or more of the economic interests, capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, of such Subsidiary; provided that no Subsidiary that guarantees the Senior Notes or any other Junior Financing shall be deemed to be an Excluded Subsidiary at any time any such guarantee is in effect.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest would otherwise have become effective with respect to such Swap Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” at such time. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).

“Excluded Taxes” means, with respect to any Agent, any Lender (including any L/C Issuer), or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) any Taxes imposed on (or measured by) its net income or net profits (or any franchise or similar Taxes in lieu thereof) a jurisdiction due to the lender’s present or former connection to such jurisdiction (other than a connection arising solely by virtue of any of the transactions contemplated by the Loan Document) or, in the case of any Lender, in which its Lending Office is located, (b) any Taxes in the nature of branch profits tax within the meaning of section 884(a) of the Code or any similar Taxes imposed by any jurisdiction described in clause (a), (c) any United States federal withholding tax that is imposed on any amount payable hereunder to such Person pursuant to any Law in effect at the time such Person becomes a party to this Agreement (or designates a new Lending Office), except to the extent that such Person (or its assignor, if any) was entitled, at the time of designation of a new applicable Lending Office (or assignment), to receive additional amounts with respect to such United States federal withholding Tax pursuant to Section 3.01(a), or (d) any withholding tax (including backup withholding tax) that is attributable to such Person’s failure to comply with Section 3.01(d).

“Existing Letters of Credit” means those letters of credit in existence on the Closing Date and listed on Schedule 1.01B hereto.

“Existing Notes” means the 9.50% Senior Subordinated Notes due 2013 issued by Dyncorp International LLC and DIV Capital Corporation outstanding on the Closing Date.

“Extended Revolving Credit Commitment” has the meaning set forth in Section 2.15(a).

“Extended Term Loan” has the meaning set forth in Section 2.15(a).

“Extending Revolving Credit Lender” has the meaning set forth in Section 2.15(a).

“Extending Term Lender” has the meaning set forth in Section 2.15(a).

“Extension” has the meaning set forth in Section 2.15(a).

“Extension Offer” has the meaning set forth in Section 2.15(a).

“Extraordinary Event” means any event not in the ordinary course of business resulting in cash received by or paid to or for the account of any Person, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments that do not otherwise constitute Net Proceeds.

“Facility” means the Term Loans or the Revolving Credit Facility, as the context may require.

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“Federal Funds Rate” means, for any day, the rate per annum 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 that (a) 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 (b) 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 (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the separate fee letter agreement dated April 11, 2010 among Delta Tucker Holdings, Inc., Merger Sub, the Administrative Agent, the Arrangers and certain other parties thereto.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“First Lien Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit N (or otherwise reasonably satisfactory to the Collateral Agent) between the Collateral Agent and one or more collateral agents or representatives for the holders of Permitted Notes issued pursuant to Section 7.03(s) that are intended to be secured on a pari passu basis with the Obligations.

“Foreign L/C Facility” means that certain credit facility established by the Borrower or a Subsidiary on or after the Closing Date with a foreign domiciled bank, the sole purpose of which facility is to provide for the issuance of letters of credit in support of the Borrower’s and its Subsidiaries’ pursuit and performance of contracts with customers located in the Specified Gulf States.

“Foreign Subsidiary” means any direct or indirect Subsidiary of Holdings which is not a Domestic Subsidiary.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such provision to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, further, that if reasonably requested by the Administrative Agent, the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

“GLS” means Global Linguist Solutions LLC, a Delaware limited liability company.

“GLS Loan Documents” means that certain Offering Basis Loan Agreement dated as of February 15, 2008, by and between Dyncorp International LLC and GLS pursuant to which intercompany loans are made by Dyncorp International LLC to GLS, and any notes, security agreements and other documents executed and delivered in connection therewith (in each case, as amended, restated, supplemented or otherwise modified from time to time after the Closing Date in accordance with the terms of this Agreement).

“Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities

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“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning set forth in Section 10.07(h).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primaryobligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” has the meaning set forth in Section 11.01.

“Guarantors” means Holdings and the Subsidiaries of Holdings (other than the Borrower and any Excluded Subsidiary) and any other Domestic Subsidiaryand GLS that, at the option of the Borrower, issues a Guarantee of the Obligations after the Closing Date.

“Guaranty” means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.

“Guaranty Obligation” means, with respect to Holdings and its Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, that the term Guaranty Obligation shall not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Materials” means any substances, materials, chemicals, wastes, pollutants, contaminants or compounds in any form, including, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil or radioactive materials, regulated by, or which can give rise to liability under, any Environmental Law.

“Holdings” means Delta Tucker Holdings, Inc., a Delaware corporation or any Domestic Subsidiary of Delta Tucker Holdings, Inc. that directly owns 100% of the issued and outstanding Equity Interests in the Borrower, and issues a Guarantee of the Obligations and agrees to assume the obligations of “Holdings” pursuant to this Agreement and the other Loan Documents pursuant to one or more instruments in form and substance reasonably satisfactory to the Administrative Agent.

“Honor Date” has the meaning set forth in Section 2.03(c)(i).

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“Immaterial Subsidiary” has the meaning set forth in Section 8.03.

“Increased Amount Date” has the meaning set forth in Section 2.14(a).

“Incremental Amendment” means an Incremental Amendment among the Borrower, the Administrative Agent and one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders entered into pursuant to Section 2.14.

“Incremental Amount” means, at any time, the excess, if any, of (a) $275,000,000 over (b) the sum of (x) the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Credit Commitments established prior to such time pursuant to Section 2.14 plus (y) the aggregate amount of Permitted Notes issued in reliance on Section 7.03(s)(i).

“Incremental Revolving Credit Commitment” means any increased or incremental Revolving Credit Commitment provided pursuant to Section 2.14.

“Incremental Revolving Credit Lender” means a Lender with a Revolving Credit Commitment or an outstanding Revolving Credit Loan as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Loans” means Revolving Credit Loans made by one or more Lenders to the Borrower pursuant to Section 2.14. Incremental Revolving Credit Loans may be made in the form of additional Revolving Credit Loans or, to the extent permitted by Section 2.14 and provided for in the relevant Incremental Amendment, Other Revolving Loans.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loan Commitment” means the commitment of any Lender, established pursuant to Section 2.14, to make Incremental Term Loans to Borrower.

“Incremental Term Loans” means Terms Loans made by one or more Lenders to the Borrower pursuant to Section 2.14. Incremental Term Loans may be made in the form of additional Term Loans or, to the extent permitted by Section 2.14 and provided for in the relevant Incremental Amendment, Other Term Loans.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following:

(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)    the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c)    net obligations of such Person under any Swap Contract;

(d)    all obligations of such Person to pay the deferred and unpaid purchase price of property, except any such balance that constitutes a trade account payable or similar obligation to a trade creditor due within six months from the date on which it is incurred, in each case incurred in the ordinary course of business, which purchase price is due more than six months after the date of placing the property in service or taking delivery and title thereto,

(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)    all Attributable Indebtedness;

(g)    all obligations of such Person in respect of Disqualified Equity Interests;

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if and to the extent that the foregoing would constitute indebtedness or a liability on the balance sheet in accordance with GAAP; and

(h)    to the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership in which such Person is a general partner, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt, and (B) in the case of the Borrower and its Restricted Subsidiaries, exclude (i) all intercompany Indebtedness among the Borrower and its Restricted Subsidiaries made in the ordinary course of business and (ii) prepaid or deferred revenue arising in the ordinary course of business. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnified Taxes” means any Taxes other than Excluded Taxes.

“Indemnitees” has the meaning set forth in Section 10.05.

“Independent Financial Advisor”means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith determination of the Borrower, qualified to perform the task for which it has been engaged.

“Information” has the meaning set forth in Section 10.08.

“Initial Lenders” means Bank of America, Barclays Bank PLC, Citibank, N.A. and Deutsche Bank Trust Company Americas.

“Intellectual Property Security Agreement” has the meaning set forth in the Security Agreement.

“Intercompany Note” means a promissory note substantially in the form of Exhibit G.

“Interest Coverage Ratio” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of Holdings for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.

“Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition);providedthat the Amendment No. 3 Effective Date shall be an Interest Payment Date with respect to the Revolving Credit Loans and Revolving Credit Commitments outstanding on such date.

“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter or, to the extent agreed by each Lender of such Eurocurrency Rate Loan, nine or twelve months, as selected by the Borrower in its Committed Loan Notice; provided that:

(i)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

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(ii)    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 end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)    no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Borrower and its Restricted Subsidiaries, intercompany loans, advances or Indebtedness among the Borrower and its Restricted Subsidiaries and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions received by such Person with respect thereto.

“Investors” means (a)Cerberus Capital Management L.P. (“Cerberus”) and its Affiliates and any investment funds advised or managed by any of the foregoing (other than any portfolio operating companies of Cerberus of which Cerberus or investment fund advised, managed or controlled by Cerberus or a combination thereof does not own or control, directly or indirectly, more than 50% of both the economic interests and total voting power of Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof at the time of determination), and (b) the Management Investors.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Document” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Junior Financing” has the meaning set forth in Section 7.12(a).

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“JV Subsidiary” means any Subsidiary of a Loan Party that is not a wholly owned Subsidiary and as to which the business and management thereof is determined by the holders of the Equity Interests therein pursuant to customary joint venture arrangements and that does not at any time have any rights under any Material Contract in existence on the Closing Date (including any renewal, extension, replacement or modification thereof); provided, that if any JV Subsidiary becomes a Subsidiary Guarantor pursuant to the terms hereof and otherwise complies with the requirements of Section 6.11, such JV Subsidiary shall no longer be deemed to be a “JV Subsidiary” for purposes of this Agreement.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share. All L/C Advances shall be denominated in Dollars.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing. All L/C Borrowings shall be denominated in Dollars.

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“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means Bank of America and any other Lender that becomes an L/C Issuer in accordance with Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” has the meaning set forth in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and a Swing Line Lender, and their respective successors and assigns as permitted hereunder as well as any person that becomes a “Lender” hereunder pursuant to Sections 2.14 and 2.15, each of which is referred to herein as a “Lender.”

“Lender Default” means (i) the refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender to make available its portion of any incurrence of Loans or reimbursement obligations under Section 2.03(c), which refusal or failure is not cured within one Business Day after the date of such refusal or failure; (ii) the failure of any Lender to pay over to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute; or (iii) a Lender has admitted in writing that it is insolvent or such Lender becomes subject to a Lender-Related Distress Event.

“Lender Participation Notice” has the meaning set forth in Section 2.05(c)(iii).

“Lender-Related Distress Event” means, with respect to any Lender or any person that directly or indirectly controls such Lender (each, a “Distressed Person”), as the case may be, a voluntary or involuntary case with respect to such Distressed Person under any Debtor Relief Law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any governmental authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interest in any Lender or any person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided, however, that any commercial letter of credit issued hereunder shall provide solely for cash payment upon presentation of a sight draft. Letters of Credit may be issued in Dollars or in an Alternative Currency.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Commitment” means the commitment of the L/C Issuer to issue Letters of Credit pursuant to Section 2.03.

“Letter of Credit Expiration Date” means the day that is five (5) days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

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“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $100,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan (including any Incremental Term Loan, Incremental Revolving Credit Loan, Extended Term Loan or Extended Revolving Loans ).

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral Documents, (iv) each Letter of Credit Application and (v) any amendment to any of the foregoing (including any Incremental Amendment or Extension).

“Loan Parties” means, collectively, the Borrower and each Guarantor;providedthat any reference in Article VII hereof (or any defined term as used in such Article) to “Loan Parties” or “Loan Party” shall not include GLS.

“Management Investor” means any Person who is a director, officer or otherwise a member of management of the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies on the Closing Date, immediately after giving effect to the Transactions.

“Margin Stock” has the meaning set forth in Regulation U.

“Master Agreement” has the meaning set forth in the definition of “Swap Contract.”

“Master Consulting and Advisory Services Agreement” means that certain Master Consulting and Advisory Services Agreement to be entered into on the Closing Date between the Borrower and Cerberus Operations and Advisory Company LLC, together with any specific engagement letters entered into from time to time after the Closing Date as expressly contemplated thereunder (it being expressly understood that entering into such specific engagement letters shall not be deemed to be an amendment to the Master Consulting and Advisory Services Agreement).

“Material Adverse Effect” means a material adverse effect on (a) the properties, business, operations or financial condition of Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents, (c) the legality, validity, binding effect or enforceability against a Loan Party of a material Loan Document to which it is a party or (d) the rights, remedies and benefits available to, or conferred upon, the Administrative Agent or any Secured Party under any material Loan Document.

“Material Contract” means any other contract or written agreement of any Loan Party or any of its Subsidiaries (other than the Loan Documents) the failure to comply with which could reasonably be expected to have a Material Adverse Effect.

“Material Real Property” means any fee owned real property owned by any Loan Party (other than any owned real property subject to a Lien permitted by clause (u) or (w) of Section 7.01 to the extent and for so long as the documentation governing such Lien prohibits the granting of a Mortgage thereon to secure the Obligations) with a fair market value in excess of $5,000,000 (at the Closing Date or, with respect to real property acquired after the Closing Date, at the time of acquisition, in each case, as reasonably estimated by the Borrower in good faith); provided that if at any time the fair market value of all fee owned real properties that are not “Material Real Property” owned by the Loan Parties would exceed $5,000,000 in the aggregate, the Loan Parties shall designate additional fee owned real properties as “Material Real Property” and comply with the Collateral and Guarantee Requirement with respect thereto such that such threshold is no longer exceeded.

“Maturity Date” means (i) with respect to the Term Loans, July 7, 2016, (ii) with respect to the Revolving Credit Facility and the Swing Line Facility, July 7, 20142016 and (iii) with respect to any other Class of Term Loans or Revolving Credit Loans, the maturity dates specified therefor in the applicable Incremental Amendment or Extension; provided that if either such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.

“Maximum Rate” has the meaning set forth in Section 10.10.

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“Minimum Extension Condition” has the meaning set forth in Section 2.15(c).

“MNPI” has the meaning set forth in Section 2.05(c)(1).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage Policies” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”

“Mortgaged Properties” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”

“Mortgages” means, collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties creating and evidencing a Lien on a Mortgaged Property, in form and substance reasonably satisfactory to the Collateral Agent and the Borrower, and any other mortgages executed and delivered pursuant to Sections 6.11 and 6.13.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Loan Party or any ERISA Affiliate is making, or is accruing an obligation to make, contributions or with respect to which any Loan Party or any ERISA Affiliate may incur any liability.

“Net Income”means, with respect to any Person, the net income (loss) attributable to such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means:

(a)    100% of the cash proceeds actually received by Holdings or any of the Restricted Subsidiaries (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but in each case only as and when received) from any Disposition, Casualty Event or Extraordinary Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) any amount required to repay (x) Indebtedness (other than pursuant to the Loan Documents) that is secured by a Lien on the assets disposed of and which ranks prior to the Lien securing the Obligations or (y) Indebtedness or other obligations of any Subsidiary that is disposed of in such transaction, (iii) in the case of any Disposition or Casualty Event by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable to non-controlling interests or not available for distribution to or for the account of Holdings or a wholly owned Restricted Subsidiary as a result thereof, (iv) taxes paid or reasonably estimated to be payable as a result thereof, and (v) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by Holdings or any of the Restricted Subsidiaries including, without limitation, Pension Plan and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction); provided that, if no Default exists, Holdings and its Restricted Subsidiaries may reinvest any portion of such proceeds in assets (other than current assets) useful for its business within 12 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 12 month period but within such 12-month period are contractually committed to be used, then upon the termination of such contract or if such Net Proceeds are not so used within 18 months of initial receipt, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso; it being understood that such proceeds shall constitute Net Proceeds notwithstanding any investment notice if there is a Specified Default at the time of a proposed reinvestment unless such proposed reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing); provided, further, that no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless (x) such proceeds shall exceed $5,000,000 or (y) the aggregate net proceeds exceeds $15,000,000 in any fiscal year (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause (a)), and

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(b)    100% of the cash proceeds from the incurrence, issuance or sale by Holdings or any of the Restricted Subsidiaries of any Indebtedness, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to Holdings or any Restricted Subsidiary shall be disregarded.

“non-cash charges” has the meaning set forth in the definition of the term “Consolidated EBITDA.”

“Non-Consenting Lender” has the meaning set forth in Section 3.07(d).

“Non-Debt Fund Affiliate” means an Affiliate of the Borrower that is not a Debt Fund Affiliate or a Purchasing Borrower Party.

“Non-extension Notice Date” has the meaning set forth in Section 2.03(b)(iii).

“Not Otherwise Applied” means, with reference to any amount of net cash proceeds, that such amount was not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose.

“Note” means a Term Note, a Revolving Credit Note or a Swing Line Note, as the context may require.

“Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Restricted Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (y) obligations of the Borrower or any Restricted Subsidiary arising under Cash Management Obligations or any Secured Hedge Agreement;providedthat the Obligations shall exclude any Excluded Swap Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Restricted Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent, the Collateral Agent or any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

“Offered Loans” has the meaning set forth in Section 2.05(c)(iii).

“OID” has the meaning set forth in Section 2.14(b).

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Revolving Loans” has the meaning set forth in Section 2.14(a).

“Other Taxes” has the meaning set forth in Section 3.01(b).

“Other Term Loans” has the meaning set forth in Section 2.14(a).

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under

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Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Parent” has the meaning set forth in the preliminary statements hereto.

“Participant” has the meaning set forth in Section 10.07(e).

“Participant Register” has the meaning set forth in Section 10.07(e).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which is maintained for the employees of any Loan Party or any ERISA Affiliate or with respect to which any Loan Party or any ERISA Affiliate may incur any liability.

“Perfection Certificate” means a certificate in the form of Exhibit II to the Security Agreement or any other form reasonably approved by the Collateral Agent, as the same shall be supplemented from time to time.

“Permitted Acquisition” has the meaning set forth in Section 7.02(i).

“Permitted Notes” means (i) unsecured senior or senior subordinated debt securities of the Borrower, (ii) debt securities of the Borrower that are secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations pursuant to a Second Lien Intercreditor Agreement or (iii) debt securities of the Borrower that are secured by a Lien ranking pari passu with the Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement; provided that (a) the terms of such debt securities do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Maturity Date of the Term Facility (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default), (b) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those in this Agreement; provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such debt securities, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement, (c) at the time that any such Permitted Notes are issued (and after giving effect thereto) no Event of Default shall exist, (d) the Borrower shall be in compliance with the covenants set forth in Section 7.10(a) and (b) determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, in each case, as if such Permitted Notes had been outstanding on the last day of such four quarter period, and (e) no Subsidiary of the Borrower (other than a Guarantor) shall be an obligor and no Permitted Notes shall be secured by any collateral other than the Collateral.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest and premium (including any customary tender premiums) thereon plus other amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or 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 modified, refinanced, refunded, renewed, replaced or extended, (c) at the time thereof, no Event of Default shall have occurred and be continuing, (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; provided that a certificate of a Responsible Officer delivered to the Administrative Agent stating that the Borrower has determined in good faith that such

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terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement and (f) such modification, refinancing, refunding, renewal, replacement or extension is incurred by the Person who is the obligor or guarantor of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning set forth in Section 6.01.

“Preferred Stock”means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

“Principal L/C Issuer” means Bank of America and any other L/C Issuer that has issued Letters of Credit having an aggregate Outstanding Amount in excess of $10,000,000.

“Pro Forma Basis” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.09.

“Pro Forma Compliance” means, with respect to any covenant set forth in Section 7.10(a) and (b), compliance on a Pro Forma Basis with such covenant in accordance with Section 1.09.

“Pro Forma Financial Statements” means the pro forma balance sheet and related statement of operations of Holdings and its subsidiaries for the fiscal year ended April 2, 2010 after giving effect to the Transactions.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Equity Interests.

“Projections” has the meaning set forth in Section 6.01(c).

“Proposed Discounted Prepayment Amount” has the meaning set forth in Section 2.05(c)(ii).

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Public Lender” has the meaning set forth in Section 6.01.

“Purchasing Borrower Party” means Holdings or any Subsidiary of Holdings that (x) makes a Discounted Voluntary Prepayment pursuant to Section 2.05(c) or (y) becomes an Eligible Assignee or Participant pursuant to Section 10.07(k).

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified IPO” means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8) (i) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering) or (ii) after which the common Equity

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Interests of Holdings or any direct or indirect parent of Holdings are listed on an internationally recognized securities exchange or dealer quotation system.

“Qualifying Lenders” has the meaning set forth in Section 2.05(c)(iv).

“Qualifying Loans” has the meaning set forth in Section 2.05(c)(iv).

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Refinanced Term Loans” has the meaning set forth in Section 10.01.

“Register” has the meaning set forth in Section 10.07(d).

“Rejection Notice” has the meaning set forth in Section 2.05(b)(vii).

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating in, into, onto or through the Environment.

“Replacement Term Loans” has the meaning set forth in Section 10.01.

“Repricing Transaction” means (1) the incurrence by Holdings or any of its Restricted Subsidiaries of any Indebtedness (including, without limitation, any new or additional term loans under this Agreement (including Replacement Term Loans), whether incurred directly or by way of the conversion of Term Loans into a new tranche of replacement term loans under this Agreement) that is broadly marketed or syndicated to banks and other institutional investors in financings similar to the facilities provided for in this Agreement (i) having an “effective” yield for the respective Type of such Indebtedness that is less than the “effective” yield for Term Loans of the respective Type (with the comparative determinations to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices, after giving effect to, among other factors, margin, upfront or similar fees or “original issue discount”, in each case, shared with all lenders or holders of such Indebtedness or Term Loans, as the case may be, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such Indebtedness or Term Loans, as the case may be, and without taking into account any fluctuations in LIBOR or comparable rate), but excluding Indebtedness incurred in connection with a Change of Control, and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of Term Loans or (2) any effective reduction in the Applicable Rate for Term Loans (e.g., by way of amendment, waiver or otherwise) (with such determination to be made in the reasonable judgment of the Administrative Agent, consistent with generally accepted financial practices). Any such determination by the Administrative Agent as contemplated by preceding clauses (1) and (2) shall be conclusive and binding on all Lenders holding Term Loans absent manifest error.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Class Lenders” means, as of any date of determination and subject to the limitations set forth in Section 10.07(l), Term Lenders having more than 50% of the aggregate principal amount of outstanding Term Loans of all Term Lenders.

“Required Lenders” means, as of any date of determination and subject to the limitations set forth in Section 10.07(l), Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of

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the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means the declaration or payment of any dividend or other distribution (whether in cash, securities or other property) on account of any Equity Interest of Holdings or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation, termination of, or other acquisition for value of, any such Equity Interest.

“Restricted Subsidiary” means (i)any Subsidiary of Holdingsand (ii) GLS, in each case, other than an Unrestricted Subsidiary;providedthat GLS shall cease to be a Restricted Subsidiary at such time that the Borrower, directly or indirectly, ceases to own (x) 50% or more of the total voting power of Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of GLS or (y) more than 50% of the economic interests, capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, of GLS.

“Revaluation Date” means with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iv)such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01Ato Amendment No. 3 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Sections 2.14, 2.15 and 10.07(b)). The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $150,000,000181,000,000 on the ClosingAmendment No. 3 Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement. After the Closing Date, additional Classes of Revolving Credit Commitments may be added or created pursuant to Incremental Amendments or Extensions.

“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the amount of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time or, if the Revolving Credit Commitments have terminated, Revolving Credit Exposure.

“Revolving Credit Loans” has the meaning set forth in Section 2.01(b), any Other Revolving Loans and any Extended Revolving Loans.

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrower

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to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender to the Borrower.

“Rollover Amount” has the meaning set forth in Section 7.10(c)(ii).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Sale/Leaseback Transaction”means an arrangement relating to property now owned or hereafter acquired by Holdings or a Restricted Subsidiary whereby Holdings or a Restricted Subsidiary transfers such property to a Person and Holdings or such Restricted Subsidiary leases it from such Person, other than leases between Holdings and a Restricted Subsidiary of Holdings or between Restricted Subsidiaries of Holdings.

“Same Day Funds” means immediately available funds.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Lien Intercreditor Agreement” means an intercreditor agreement by and among the Collateral Agent and the collateral agents or other representatives for the holders of Indebtedness secured by Liens that are intended to rank junior to the Liens securing the Obligations and that are otherwise permitted pursuant to Section 7.01 providing that all proceeds of Collateral shall first be applied to repay the Obligations in full prior to being applied to any obligations under the Indebtedness secured by such junior Liens and that until the termination of the Aggregate Commitments and the repayment in full (or cash collateralization of Letters of Credit) of all Obligations outstanding under this Agreement, the Collateral Agent shall have the sole right to exercise remedies against the Collateral (subject to customary exceptions for limited protective actions that may be taken by the holders of such junior Lien Indebtedness and standstill periods) and otherwise in form and substance reasonably satisfactory to the Collateral Agent.

“Secured Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between (a) (i) the Borrower,or (ii) any Subsidiary,or (iii) GLS (only for so long as GLS is a Restricted Subsidiary), on the one hand, and (b) any Person that is a Lender or an Affiliate of a Lender (or was a Lender or an Affiliate of a Lender at the time such Swap Contract was entered into (a “Hedge Bank”)), on the other hand, in each case, to the extent designated by the Borrower and such Lender as a Secured Hedge Agreement in writing to the Collateral Agent. The designation of any Swap Contract as a Secured Hedge Agreement shall not create in favor of the Lender or Affiliate thereof that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Collateral Documents.

“Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt that is then secured by Liens on property or assets of the Borrower or its Restricted Subsidiaries less unrestricted cash and Cash Equivalents in an aggregate amount not to exceed $25,000,00075,000,000 as of any date of determination to (b) Consolidated EBITDA for such Test Period.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Agents and each co-agent or sub-agent appointed by the Administrative Agent or Collateral Agent from time to time pursuant to Section 9.02.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreement” means a Security Agreement substantially in the form of Exhibit F.

“Security Agreement Supplement” has the meaning set forth in the Security Agreement.

“Senior Notes” means $455,000,000 in aggregate principal amount of 10.375% senior notes due 2017 issued by the Borrower on or prior to the Closing Date.

“Senior Notes Documentation” means any indenture or other loan or purchase agreement governing the Senior Notes and any other documents delivered pursuant thereto.

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“Similar Business”means any business engaged in by the Borrower or any of its Restricted Subsidiaries on the Closing Date 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 Borrower and its Restricted Subsidiaries are engaged on the Closing Date.

“Solvent” and “Solvency” mean, when used with respect to any Person, that, as of any date of determination, (a) the amount of the “fair saleable value” of the assets of such Person will, as of such date, exceed (i) the value of all “liabilities of such Person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with applicable Laws governing determinations of the insolvency of debtors, and (ii) the amount that will be required to pay the probable liabilities of such Person on its existing debts (including contingent and other liabilities) as such debts become absolute and mature, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged as of such date and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged” means that such Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due.

“SPC” has the meaning set forth in Section 10.07(h).

“Specified Acquisition Agreement Representations” means those representations and warranties relating to the Acquired Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Parent has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations and warranties in the Acquisition Agreement.

“Specified Default” means a Default under Section 8.01(a), (f) or (g).

“Specified Equity Contribution” means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

“Specified Gulf States” means Saudi Arabia, Kuwait, Qatar, Oman, Bahrain, and the United Arab Emirates.

“Specified Transaction” means any incurrence or repayment of Indebtedness (other than for working capital purposes) or Incremental Term Loan or Incremental Revolving Credit Commitment or Investment or capital contribution that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person, any Disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise.

“Spot Rate” for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; providedthat the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and providedfurther that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“Subordinated Indebtedness” means the collective reference to any Indebtedness of any Loan Party or any Subsidiary thereof subordinated in right and time of payment to the Obligations and containing such other terms and conditions, in each case as are satisfactory to the Administrative Agent.

“Subsidiary” means, with respect to any Person (1) (a) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or (b) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other

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Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity and (2) any Person that is consolidated in the consolidated financial statements of the specified Person in accordance with GAAP. In addition, for purposes of Article V and Article VI only (other than Sections 5.01(n) and 6.01 as each relates to consolidated financial statements), any reference in such Article (or a defined term as used in such Article) to a “Subsidiary” or “Subsidiaries” shall include GLS until such time that the Borrower, directly or indirectly, ceases to own (x) 50% or more of the total voting power of Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of GLS or (y) more than 50% of the economic interests, capital accounts, distribution rights, or similar economic interests, as applicable, of GLS. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantor” means any Guarantor other than Holdings.

“Successor Company” has the meaning set forth in Section 7.04(d).

“Supplemental Agent” has the meaning set forth in Section 9.13(a) and “SupplementalAgents” shall have the corresponding meaning.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “MasterAgreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Commitment” means the commitment of the Swing Line Lender to make Swing Line Loans pursuant to Section 2.04.

“Swing Line Facility” means the swing line loan facility made available by the Swing Line Lenders pursuant to Section 2.04.

“Swing Line Lender” means Bank of America, in its capacity as provider of Swing Line Loans or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning set forth in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

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“Swing Line Note” means a promissory note of the Borrower payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of the Borrower to such Swing Line Lender resulting from the Swing Line Loans.

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Syndication Agent” means Citigroup Global Markets Inc., as syndication agent under this Agreement.

“Taxes” means any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing.

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Term Commitment” or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Sections 2.14 and 2.15). The initial aggregate amount of the Term Commitments is $570,000,000. After the Closing Date, additional Classes of Term Commitments may be added or created pursuant to Incremental Amendments or Extensions.

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

“Term Loan” means a Loan made pursuant to Section 2.01(a), any Other Term Loans and any Extended Term Loans.

“Term Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“Test Period” means, for any date of determination under this Agreement, the latest four consecutive fiscal quarters of Holdings for which financial statements have been delivered to the Administrative Agent on or prior to the Closing Date and/or for which financial statements are required to be delivered pursuant to Section 6.01, as applicable.

“Threshold Amount” means $25,000,000.

“Total Assets”means the total consolidated assets of Holdings and its Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of Holdings and its Restricted Subsidiaries.

“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt less unrestricted cash and Cash Equivalents in an aggregate amount not to exceed $50,000,00075,000,000 as of any date of determination (it being understood that for purposes of determining compliance with Section 7.10(a), such date of determination shall be the last day of the applicable Test Period) to (b) Consolidated EBITDA for such Test Period.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“tranche” has the meaning set forth in Section 2.15(a).

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“Transaction Expenses” means any fees or expenses incurred or paid by the Investors, Holdings, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Transactions” means, collectively, (a) the Acquisition and other related transactions contemplated by the Acquisition Agreement, (b) the Equity Contribution, (c) the issuance and the funding of the Senior Notes, (d) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (e) the repayment of certain Indebtedness of the Acquired Company and its subsidiaries existing on the Closing Date (if any) and (f) the payment of Transaction Expenses.

“Transferred Guarantor” has the meaning set forth in Section 11.09.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“United States Tax Compliance Certificate” has the meaning set forth in Section 3.01(d)(ii)(C) and is in substantially the form of Exhibit I hereto.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (i) each Subsidiary of Holdings listed on Schedule 1.01C as of the Closing Date, (ii) any Subsidiary of Holdings designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date and (iii) any Subsidiary of an Unrestricted Subsidiary.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) 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 thereof, 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 (ii) the then outstanding principal amount of such Indebtedness.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

Section 1.02.Other Interpretitive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(c)Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(d)The term “including” is by way of example and not limitation.

(e)The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

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(f)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(g)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03.Accounting Terms.

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. In addition, for purposes of this Agreement, all references to codified accounting standards specifically named herein shall be deemed to include any successor, replacement, amended or updated accounting standard under GAAP.

Section 1.04.Rounding.

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

Section 1.05.References to Agreements, Laws, Etc.

Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, amendments and restatements, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, amendments and restatements, restatements, extensions, supplements and other modifications are permitted by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law (including by succession of comparable successor laws).

Section 1.06.Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07.Timing of Payment of Performance.

When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

Section 1.08.Cumulative Credit Transactions.

If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Cumulative Credit immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.

Section 1.09.Pro Forma Calculations.

(a)Notwithstanding anything to the contrary herein, the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.09, when calculating the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) the Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant set forth in Section 7.10(a) or (b), the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

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(b)For purposes of calculating the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.09.

(c)Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions.

(d)In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio or the Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given proforma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chose, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate.

Section 1.10.Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

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Section 1.11.Exchange Rates; Currency Equivalents.

The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable. Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.

Section 1.12.Additional Alternative Currencies.

The Company may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency,” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.12, the Administrative Agent shall promptly so notify the Company.

Section 1.13.Change of Currency.

Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro. Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

ARTICLE II.

The Commitments and Credit Extensions

Section 2.01.The Loans.

(a)The Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower on the Closing Date loansLoans denominated in Dollars in an aggregate amount not to exceed the amount of such Term Lender’s Term Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

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(b)The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars pursuant to Section 2.02 to the Borrower from its applicable Lending Office (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day during the period after the Closing Date until the Maturity Date of the Revolving Credit Facility, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitments, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

Section 2.02.Borrowings, Conversions and Continuations of Loans.

(a)Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (except that, subject to Section 3.05, a notice in connection with the initial Credit Extensions hereunder may be revoked if the Closing Date does not occur on the proposed date of borrowing), which may be given by telephone. Each such notice must be received by the Administrative Agent not later than (i) 12:00 noon (New York City time) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and (ii) 11:00 a.m. (New York City time) on the Business Day of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Section 2.14, each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a minimum principal amount of $2,500,000 or a whole multiple of $500,000, in excess thereof. Except as provided in Section 2.03(c), 2.04(c), 2.14(a) or the last sentence of this paragraph, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b)Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 2:00 p.m. (New York City time) on the Business Day specified in the applicable Committed Loan Notice. The Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.

(c)Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans.

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(d)The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to all Revolving Credit Borrowings and not more than five (5) Interest Periods in effect with respect to all Term Borrowings.

(f)The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Section 2.03.Letters of Credit.

(a)The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period after the Closing Date (other than Letters of Credit issued to back-stop Existing Letter of Credit not to exceed $27.0 million) until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii)An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A)    any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);

(B)    the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Lenders holding a majority of the Revolving Credit Commitments have approved such expiry date; provided that the backstop Letter of Credit issued on the Closing Date to backstop the Existing Letters of Credit shall be permitted to have an expiry date of August 1, 2011;

(C)    the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date;

(D)    the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;

(E)    such Letter of Credit is denominated in a currency other than Dollars or an Alternative Currency;

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(F)    any Revolving Credit Lender is at such time a Defaulting Lender, unless such L/C Issuer has received (as set forth in clause (a)(iv) below) Cash Collateral or similar security satisfactory to such L/C Issuer (in its sole discretion) from either the Borrower or such Defaulting Lender or such Defaulting Lender’s Pro Rata Share of the L/C Obligations has been reallocated pursuant to clause (a)(iv) below in respect of such Defaulting Lender’s obligation to fund under Section 2.03(c); or

(G)    such Letter of Credit is in an initial amount less than $100,000.

(iii)An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iv)In the case where any Revolving Credit Lender is at any time a Defaulting Lender, the Defaulting Lender’s Pro Rata Share of the L/C Obligations will be reallocated among all Revolving Credit Lenders that are not Defaulting Lenders (pro rata in accordance with their respective Pro Rata Shares) but only to the extent (x) the total Revolving Credit Exposure of all Revolving Credit Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Pro Rata Share of the L/C Obligations and any Swing Line Loans, in each case, except to the extent Cash Collateralized, does not exceed the aggregate Revolving Credit Commitments (excluding the Revolving Credit Commitment of any Defaulting Lender) and (y) the conditions set forth in Section 4.01 are satisfied at such time (in which case the Revolving Credit Commitments of all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted by such Defaulting Lender in respect of any portion of such Defaulting Lender’s L/C Obligations or participations in Swing Line Loans) for purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of L/C Obligations (including for purposes of all fee calculations hereunder)); provided, that if such reallocation cannot be made as provided above, the Borrower and such Defaulting Lender, on a joint and several basis, hereby agree, within two Business Days following written notice by the Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of the L/C Issuer, Cash Collateral in the full amount of such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations. The Borrower and/or such Defaulting Lender hereby grant to the Administrative Agent, for the benefit of such L/C Issuer, a security interest in any Cash Collateral and all proceeds of the foregoing with respect to such Defaulting Lender’s participations in Letters of Credit deposited hereunder. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this clause (a)(iv) are subject to any right or claim of any Person other than the Administrative Agent for the benefit of such L/C Issuer or that the total amount of such funds is less than such Defaulting Lender’s Pro Rata Share of all L/C Obligations that has not been reallocated as provided above, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (I) such Defaulting Lender’s Pro Rata Share of all L/C Obligations that have not been so reallocated over (II) the total amount of funds, if any, then held as Cash Collateral in respect thereof under this clause (a)(iv) that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuer. If the Lender that triggers the Cash Collateral requirement under this clause (a)(iv) ceases to be a Defaulting Lender (as determined by such L/C Issuer in good faith), or if there are no L/C Obligations outstanding, any funds held as Cash Collateral pursuant to the foregoing provisions shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral, and the Pro Rata Share of the L/C Obligations of each Revolving Credit Lender shall thereafter take into account such Revolving Credit Lender’s Revolving Credit Commitment.

(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 11:00 a.m. (New York City time) at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount and currency thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in

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form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

(ii)Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii)If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-ExtensionLetter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the relevant L/C Issuer to prevent any such extension at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-extension Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall (A) not be required to permit any such extension if the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), and (B) shall not permit any such extension if it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-extension Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.01 is not then satisfied.

(iv)Promptly after issuance of any Letter of Credit or any amendment to a Letter of Credit, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Drawings and Reimbursements; Funding of Participations.

(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Company will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 2:00 p.m. (New York City time) on the Business Day immediately following any payment by an L/C Issuer under a Letter of Credit to be reimbursed in Dollars or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency with notice to the Borrower (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in the applicable currency. The L/C Issuer shall notify the Borrower of the amount of the drawing promptly following the determination or revaluation thereof. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.01 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

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(ii)Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer in Dollars at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.01 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate for Revolving Credit Loans. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

(v)Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.01 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d)Repayment of Participations.

(i)If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the amount received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

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(e)Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such 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; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit;

(vi)any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Company or any Subsidiary or in the relevant currency markets generally; or

(vii)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(f)Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Lenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as

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opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a 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.

(g)Cash Collateral. (i) If, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) if any Event of Default occurs and is continuing and the Administrative Agent or the Lenders holding a majority of the Revolving Credit Commitments, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02 or (iii) an Event of Default set forth under Section 8.01(f) occurs and is continuing, the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be), and shall do so not later than 2:00 P.M., New York City time, on (x) in the case of the immediately preceding clauses (i) through (iii), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (iii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at the Administrative Agent and may be invested in readily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral are expressly subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be refunded to the Borrower.

(h)Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided that (x) if any portion of a Defaulting Lender’s Pro Rata Share of any Letter of Credit is Cash Collateralized by the Borrower or reallocated to the other Revolving Credit Lenders pursuant to Section 2.03(a)(iv), then the Borrower shall not be required to pay a Letter of Credit fee with respect to such portion of such Defaulting Lender’s Pro Rata Share so long as it is Cash Collateralized by the Borrower or reallocated to the other Revolving Credit Lenders and (y) if any portion of a Defaulting Lender’s Pro Rata Share is not Cash Collateralized or reallocated pursuant to Section 2.03(a)(iv), then the Letter of Credit fee with respect to such Defaulting Lender’s Pro Rata Share shall be payable to the applicable L/C Issuer until such Pro Rata Share is Cash Collateralized or such Lender ceases to be a Defaulting Lender. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum

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amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it to the Borrower equal to the greater of (x) 0.25% per annum (or such other amount as may be mutually agreed by the Borrower and the applicable L/C Issuer) of the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) and (y) to the extent the L/C Issuer is the Administrative Agent or an Affiliate thereof, $1,500 per annum. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to each L/C Issuer for its own account with respect to each Letter of Credit issued to the Borrower the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.

(j)Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(k)Addition of an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

(l)Provisions Related to Extended Revolving Credit Commitments. If the Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 2.03(c)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(g). Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such Maturity Date.

Section 2.04.Swing Line Loans.

(a)The Swing Line. Subject to the terms and conditions set forth herein, Bank of America, in its capacity as Swing Line Lender, may in its sole discretion, agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), from time to time on any Business Day during the period beginning after the Closing Date and until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and

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unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

Notwithstanding the foregoing, if at any time any Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender’s Pro Rata Share of the Swing Line Loans will be reallocated among all Revolving Credit Lenders that are not Defaulting Lenders (pro rata in accordance with their respective Pro Rata Shares) but only to the extent (x) the total Revolving Credit Exposure of all Revolving Credit Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Pro Rata Share of the Swing Line Loans and any L/C Obligations, in each case, except to the extent Cash Collateralized, does not exceed the aggregate Revolving Credit Commitments (excluding the Revolving Credit Commitment of any Defaulting Lender) and (y) the conditions set forth in Section 4.01 are satisfied at such time (in which case the Revolving Credit Commitments of all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted by such Defaulting Lender in respect of any portion of such Defaulting Lender’s participations in Swing Line Loans or L/C Obligations) for purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of the Swing Line Loans (including for purposes of all fee calculations hereunder)); provided that if such reallocation cannot be made, the Borrower and such Defaulting Lender, on a joint and several basis, hereby agree, within two Business Days following notice by the Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of the Swing Line Lender Cash Collateral or similar security reasonably satisfactory to such Swing Line Lender (in its sole discretion) in the full amount of such Defaulting Lender’s Pro Rata Share of outstanding Swing Line Loans. The Borrower and/or such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this paragraph are subject to any right or claim of any Person other than the Administrative Agent for the benefit of the Swing Line Lender or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swing Line Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral under this paragraph that the Administrative Agent determines to be free and clear of any such right and claim. If the Revolving Credit Lender that triggers the Cash Collateral requirement under this paragraph ceases to be a Defaulting Lender (as determined by the Swing Line Lender in good faith), or if the Swing Line Commitments have been permanently reduced to zero, the funds held as Cash Collateral shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral.

(b)Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time) on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the relevant Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York City time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.01 is not then satisfied or (y) such Swing Line Lender has determined in its sole discretion not to make such Swing Line Loan, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 5:00 p.m. (New York City time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(c)Refinancing of Swing Line Loans.

(i)The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf the Borrower (which hereby irrevocably authorizes such Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding (provided that such request shall be deemed to have been automatically given upon the occurrence of a Default or Event of Default under Section 8.01(f) or (g) or upon the exercise of any of the remedies provided in Section 8.02). Such request shall be made in writing (which written request shall be deemed to

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be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.01. The relevant Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. (New York City time) on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the relevant Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by the Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the conditions set forth in Section 4.01. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d)Repayment of Participations.

(i)At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the relevant Swing Line Lender receives any payment on account of such Swing Line Loan, such Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by such Swing Line Lender.

(ii)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Federal Funds Rate. The Administrative Agent will make such demand upon the request of a Swing Line Lender. The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan,

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Eurocurrency Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f)Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

(g)Provisions Related to Extended Revolving Credit Commitments. If the Maturity Date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer Maturity Date, then on the earliest occurring Maturity Date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such Maturity Date); provided, however, that if on the occurrence of such earliest Maturity Date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(l)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest Maturity Date.

Section 2.05.Prepayments.

(a)Optional.

(i)The Borrower may, upon notice to the Administrative Agent, at any time or from time to time thereafter, without premium or penalty except as provided in clause (d) below, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of $2,500,000, or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or, if such prepayment is being made pursuant to Section 2.05(c) or Section 10.07(k), such Lender’s share, of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares (other than if pursuant to Section 2.05(c) or Section 10.07(k)).

(ii)The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time) on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied in an order of priority to repayments thereof required pursuant to Section 2.07(a) as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a).

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(b)Mandatory.

(i)Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 30, 2011) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements minus (B) the sum of (1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a) and the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.05(c) or Section 10.07(k) and (2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness. Prepayments pursuant to this Section 2.05(b)(i) shall be applied first, to the Term Loan Facility and, second, to the Revolving Credit Facility in accordance with clause (v) below.

(ii)If (1) Holdings or any Restricted Subsidiary of Holdings Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (h), (l), (n), (q) or (s), (2) any Casualty Event occurs, which results in the realization or receipt by Holdings or any Restricted Subsidiary of Net Proceeds or (3) any Extraordinary Event occurs, which results in the realization or receipt by Holdings or any Restricted Subsidiary of Net Proceeds, Holdings shall cause to be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received; provided that if any Permitted Notes have been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor Agreement, then Holdings or the Borrower may, to the extent required pursuant to the terms of the documentation governing such Permitted Notes, prepay Term Loans and purchase such Permitted Notes (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof.

(iii)If Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (x) pursuant to Section 7.03(s)(ii) or (y) that is not otherwise permitted to be incurred pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Proceeds.

(iv)If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.

(v)Each prepayment of Term Loans pursuant to Section 2.05(b)(i), (ii) or (iii) shall be appliedratably to the principal installments of the Term Loan Facility required pursuant to Section 2.07(a)in the direct order of maturity; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (vii) of this Section 2.05(b). Each prepayment of Revolving Credit Loans pursuant to Section 2.05(b) shall be paid to the Lenders in accordance with their respective Pro Rata Shares.

(vi)Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b), prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

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(vii)The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (ii) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clause (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower.

(c)

(i)Notwithstanding anything to the contrary in Section 2.05(a), 2.12(a) or 2.13 (which provisions shall not be applicable to this Section 2.05(c)), any Purchasing Borrower Party shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(c); provided that (A) no Discounted Voluntary Prepayment shall be made from the proceeds of any Revolving Credit Loan or Swing Line Loan, (B) immediately after giving effect to any Discounted Voluntary Prepayment, the sum of (x) the excess of the aggregate Revolving Credit Commitments at such time less the aggregate Revolving Credit Exposure plus (y) the amount of unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries shall be not less than $75,000,000, (C) any Discounted Voluntary Prepayment shall be offered to all Lenders with Term Loans on a pro rata basis, (D) such Purchasing Borrower Party shall deliver to the Administrative Agent a certificate stating that (1) no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(c) has been satisfied, (3) such Purchasing Borrower Party does not have any material non-public information (“MNPI”) with respect to Holdings or any of its Subsidiaries that (a) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to Holdings, any of its Subsidiaries or Affiliates) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material, (i) to a Lender’s decision to participate in any Discounted Voluntary Prepayment or (ii) to the market price of the Term Loans.

(ii)To the extent a Purchasing Borrower Party seeks to make a Discounted Voluntary Prepayment, such Purchasing Borrower Party will provide written notice to the Administrative Agent substantially in the form of Exhibit J hereto (each, a “Discounted Prepayment Option Notice”) that such Purchasing Borrower Party desires to prepay Term Loans in an aggregate principal amount specified therein by the Purchasing Borrower Party (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount of Term Loans, (B) a discount range (which may be a single percentage) selected by the Purchasing Borrower Party with respect to such proposed Discounted Voluntary Prepayment (representing the percentage of par of the principal amount of Term Loans to be prepaid) (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).

(iii)Upon receipt of a Discounted Prepayment Option Notice in accordance with Section 2.05(c)(ii), the Administrative Agent shall promptly notify each Term Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit K hereto (each, a “LenderParticipation Notice”) to the Administrative Agent (A) a minimum price (the “Acceptable Price”) within the Discount Range (for example, 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Term Loans specified by the Lenders in the applicable Lender Participation Notice,

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the Administrative Agent, in consultation with the Purchasing Borrower Party, shall determine the applicable discount for Term Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Purchasing Borrower Party if the Purchasing Borrower Party has selected a single percentage pursuant to Section 2.05(c)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Purchasing Borrower Party can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Discount shall be the highest Acceptable Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Term Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Term Loans at any discount to their par value within the Applicable Discount.

(iv)The Purchasing Borrower Party shall make a Discounted Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay all Qualifying Loans.

(v)Each Discounted Voluntary Prepayment shall be made within four Business Days of the Acceptance Date (or such other date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit L hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 11:00 a.m. (New York City time), three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid.

(vi)To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding and calculation of Applicable Discount in accordance with Section 2.05(c)(iii) above) established by the Administrative Agent in consultation with the Borrower.

(vii)Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, the Purchasing Borrower Party may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice.

(d)Prepayment Premium. At the time of the effectiveness of any Repricing Transaction that is consummated prior to the six month anniversary of the Amendment No. 2 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term Loans which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 3.07), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term Loans outstanding on such date that are subject to an effective reduction of the Applicable Rate pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

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Section 2.06.Termination or Reduction of Commitments.

(a)Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in a minimum aggregate amount of $5,000,000, as applicable, or any whole multiple of $1,000,000, in excess thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of any of the Facilities in its entirety, which refinancing shall not be consummated or otherwise shall be delayed.

(b)Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of Term Loans to be made by it on the Closing Date or if the Closing Date does not occur on or prior to 5:00 p.m. (New York, New York time) on the date of this Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically and permanently terminate on the Maturity Date or if the Closing Date does not occur on or prior to 5:00 p.m. (New York, New York time) on the date of this Agreement.

(c)Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Section 2.07.Repayment of Loans.

(a)Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first full quarter after the Closing Date, an aggregate amount equal to 0.25% of the aggregate principal amount of all Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Term Loans, the aggregate principal amount of all Term Loans outstanding on such date.

(b)Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all of the Borrower’s Revolving Credit Loans under such Facility outstanding on such date.

(c)Swing Line Loans. The Borrower shall repay the aggregate principal amount of its Swing Line Loans on the earlier to occur of (i) the date ten (10) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

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Section 2.08.Interest.

(a)Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan (which shall not include any Swing Line Loan) shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate, for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan(other than a Swing Line Loan) shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans.

(b)During the continuance of a Default under Section 8.01(a), the Borrower shall pay interest on past due amounts owing by it hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.09.Fees.

In addition to certain fees described in Sections 2.03(h) and (i):

(a)Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee (“Commitment Fee”) equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b)Other Fees. The Borrower shall pay to the Agents in Dollars such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

(c)Closing Fees. The Borrower agrees to pay on the Closing Date to each Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Lender’s Term Loan and making of such Lender’s Revolving Credit Commitment, a closing fee (the “Closing Fee”) in an amount equal to (x) 2.00% of the stated principal amount of such Lender’s Revolving Credit Commitment on the Closing Date and (y) 2.00% of the stated principal amount of such Lender’s Term Loan made on the Closing Date. Such Closing Fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter and, in the case of the Term Loans, such Closing Fee shall be netted against Term Loans made by such Lender.

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Section 2.10.Computation of Interest and Fees.

All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred sixty-five (365) days, or three hundred sixty-six (366) days, as applicable, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.11.Evidence of Indebtedness.

(a)The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c)Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be primafacie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

Section 2.12.Payments Generally.

(a)All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Same Day Funds not later than 2:00 p.m. (New York City time) on the date specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided in Section 2.05(c) or as otherwise provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (New York City time), shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. For the avoidance of doubt, all payments to be made hereunder shall be made in Dollars or the Alternative Currency in which such Borrowing was initially made.

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(b)If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c)Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

(i)if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Federal Funds Rate from time to time in effect; and

(ii)if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the greater of (x) the applicable Federal Funds Rate from time to time in effect and (y) a rate determined by the Administrative Agent in accordance with banking rules governing interbank compensation. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

(d)If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e)The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f)Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g)Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be

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applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

(h)If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(b), 2.03(c), 2.04(c), 2.12(c) or 2.13, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.13.Sharing of Payments.

If, other than as expressly provided in Section 2.05(c), Section 2.15, Section 7.03(s), Section 10.07 or as otherwise provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Section 2.14.Incremental Credit Extensions.

(a)The Borrower may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Credit Commitments, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments are requested to become effective (the “Increased Amount Date”), and (iii) (a) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term Loans (“Other Term Loans”) and/or (b) whether such Incremental Revolving Credit Commitments are to be Revolving Credit Commitments or commitments to make revolving loans with pricing and/or amortization terms and/or maturity and/or other terms different from the Revolving Credit Loans (“Other Revolving Loans”).

(b)The Borrower and each Incremental Term Lender and/or Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Credit Commitment of such Incremental Revolving Credit Lender. Each Incremental

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Amendment shall specify the terms of the applicable Incremental Term Loans and/or Incremental Revolving Credit Commitments; provided, that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the Borrower and the Incremental Term Lenders in their sole discretion), the Other Term Loans shall have (x) the same terms as the Term Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Maturity Date of the Term Loans, (iii) the Weighted Average Life to Maturity of any Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (iv) except as to pricing, amortization and final maturity date (which shall, subject to clause (v) of this proviso, be determined by the Borrower and the Incremental Revolving Credit Lenders in their sole discretion), the Other Revolving Loans shall have (x) the same terms as the Revolving Credit Facility or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent and (v) the final maturity date of any Other Revolving Loans shall be no earlier than the Maturity Date of the Revolving Credit Facility; provided further that the interest rate margin (which shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term Loan and/or Other Revolving Loan in the initial primary syndication thereof but exclude customary arranger and underwriting fees) in respect of any Other Term Loan and/or Other Revolving Loan shall be the same as that applicable to the Term Loans and/or the Revolving Credit Loans, as applicable; except that the interest rate margin in respect of any Other Term Loan and/or Other Revolving Loan (which shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term Loan and/or Other Revolving Loan in the initial primary syndication thereof but exclude customary arranger and underwriting fees) may exceed the Applicable Rate for the Term Loans and/or the Revolving Credit Loans (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term Loans and/or the Revolving Credit Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees), respectively, by no more than 25 basis points (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner reasonably determined by the Administrative Agent based on an assumed four-year life to maturity), or if it does so exceed such Applicable Rate (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term Loans and/or the Revolving Credit Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees), such Applicable Rate shall be increased so that the interest rate margin in respect of such Other Term Loan or Other Revolving Loan, as the case may be (which shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term Loan and/or Other Revolving Loan in the initial primary syndication thereof but exclude customary arranger and underwriting fees), is no more than 25 basis points higher than the Applicable Rate for the Term Loans or the Revolving Credit Loans, respectively (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term Loans and/or the Revolving Credit Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees) and if the lowest permissible Eurocurrency Rate is greater than 1.75% or the lowest permissible Base Rate is greater than 2.75% for such Other Term Loan or Other Revolving Loan, the difference between such “floor” and 1.75% in the case of Eurocurrency Rate Incremental Loans, or 2.75% in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of the this proviso.

(c)The Incremental Term Loans or Incremental Revolving Credit Commitments shall rank pari passu or junior in right of payment and of security with the Term Loans and Revolving Credit Loans; provided that, if such Incremental Term Loans or Incremental Revolving Credit Commitments rank junior in right of security with the Term Loans or Revolving Credit Loans, such Incremental Term Loan or Incremental Revolving Credit Commitments will be established as a separate facility from the Terms Loans or Revolving Credit Facility, respectively. In the case of any second lien Incremental Term Loans, such Indebtedness (x) shall be subject to restrictions on voluntary prepayments as contemplated under Section 7.12, (y) shall be subject to a Second Lien Intercreditor Agreement and (z) shall not be subject to the second proviso in clause (b) above.

(d)Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.14 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, no Event of Default shall exist and at the time that any such Incremental Term Loan or Incremental Revolving Credit Commitment is made (and after giving effect thereto) no Event of Default shall exist, (ii) the Borrower shall be in compliance with the covenants set forth in Sections 7.10(a) and (b) determined on a Pro Forma Basis as of the date of the most recently ended Test Period as if such Incremental Term Loans or any borrowing under any such Incremental Revolving Credit Commitment, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith and (iii) the Secured Leverage Ratio shall not be greater than 2.75 to 1.0 determined on a Pro Forma Basis as of the last four quarters ended as if such Incremental Term Loans or any borrowings under any such Incremental Revolving Credit Commitment, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms

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of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

(e)The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving Credit Loans for any purpose not prohibited by this Agreement. Incremental Term Loans and Incremental Revolving Credit Commitments may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or Incremental Revolving Credit Commitments) or by any other bank or other financial institution; provided that any bank or financial institution other than the existing Lenders providing Incremental Revolving Credit Commitments shall be reasonably satisfactory to the Administrative Agent and the Borrower. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees.

(f)This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Section 2.15.Extension Offers.

(a)Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Term Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrower may from time to time extend the maturity date of any Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.03(l) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Sections 2.03(l) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates, (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer, (iv) the final maturity date of any Extended Term Loans shall be no earlier than the then latest Maturity Date hereunder and the amortization schedule applicable to Term Loans pursuant to Section 2.07(a) for periods prior to the original Term Loan Maturity Date may not be increased, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder,

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in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing, and (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Lender shall be required to participate in any Extension.

(b)If, at the time any Extension of Revolving Credit Commitments becomes effective, there will be Extended Revolving Credit Commitments which remain in effect from a prior Extension, then if the “effective interest rate”, “effective unused commitment fee rate” or “effective letter of credit fronting fee rate” (which, for this purpose, shall, in each case, be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees (except to the extent independently taken into account as commitment fees under Section 2.09 or Letter of Credit fronting fees under Section 2.03(i)), including up front or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended Revolving Credit Commitments and (y) the four years following the date of the respective Extension) payable to Lenders with such Extended Revolving Credit Commitments, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant extending Lenders) and customary consent fees paid generally to consenting Lenders in respect of the Extended Revolving Credit Commitments (and related extensions of credit) shall at any time (over the life of the Extended Revolving Credit Commitments and related extensions of credit) exceed by more than 25 basis points the “effective interest rate”, “effective unused commitment fee rate” or “effective letter of credit fronting fee rate” applicable to Revolving Credit Commitments (or outstanding extensions of credit pursuant thereto) which were extended pursuant to one or more prior Extensions (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Rate and/or Letter of Credit fronting fee applicable thereto shall be increased to the extent necessary so that at all times thereafter the Extended Revolving Credit Commitments made pursuant to previous Extensions (and related extensions of credit) do not receive less “effective interest rate”, “effective unused commitment fee rate” and/or “effective letter of credit fronting fees” than are applicable to the Revolving Credit Commitments (and related extensions of credit) made (or extended) pursuant to such Extension. If at the time any Extension of Term Loans becomes effective, there will be Extended Term Loans which remain outstanding from a prior Extension, then if the “effective interest rate” (which, for this purpose, shall be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees, including up front or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended Term Loans and (y) the four years following the date of the respective Extension) payable to Lenders with such Extended Term Loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant extending Lenders) in respect of the Extended Term Loans shall at any time (over the life of the Extended Term Loans) exceed by more than 25 basis points the “effective interest rate” applicable to Term Loans which were extended pursuant to one or more prior Extensions (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Rate applicable thereto shall be increased to the extent necessary so that at all times thereafter the Extended Term Loans made pursuant to previous Extensions do not receive less “effective interest rate” than are applicable to the Term Loans made (or extended) pursuant to such Extension.

(c)With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15.

(d)The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical

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amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.15. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the manner in which the amendments contemplated by this Section 2.15(d) are drafted and implemented and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of implementation; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).

(e)In connection with any Extension, the Borrower shall provide the Administrative Agent at least 5 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.15.

ARTICLE III.

Taxes, Increased Costs Protection and Illegality

Section 3.01.Taxes.

(a)Unless required by applicable Laws (as determined in good faith by the applicable withholding agent), any and all payments made by or on account of any Loan Party under any Loan Document shall be made free and clear of and without deduction for Taxes. If the Loan Party or other applicable withholding agent shall be required by any Laws to withhold or deduct any Indemnified Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender (which term, for purposes of this Section 3.01, shall include any L/C Issuer), (i) the sum payable by such Loan Party shall be increased as necessary so that after all required deductions (including deductions applicable to additional sums payable under this Section 3.01) have been made, each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable withholding agent shall make such deductions, (iii) the applicable withholding agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), if the relevant Loan Party is the applicable withholding agent, the relevant Loan Party shall furnish to such Agent or Lender (as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence reasonably acceptable to such Agent or Lender.

(b)In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary Taxes and any other excise, property, intangible or mortgage recording Taxes, or charges or levies of the same character, imposed by any Governmental Authority, which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, other than any such Taxes that are imposed as a result of a Lender’s voluntary assignment in such Lender’s interest in the Loan hereunder, but only to the extent such assignment-related Taxes are imposed as a result of such Lender’s current or former connection with the jurisdiction imposing such Taxes (other than any connections arising from such Lender having executed, delivered, enforced, become a party to, performed its obligations or received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, any Loan Document) (the “Other Taxes”).

(c)Each of the Loan Parties agrees to indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes and Other Taxes (including any additional amounts attributable to such Indemnified Taxes or Other Taxes) payable by such Agent or such Lender (whether or not such Taxes are legally imposed) and (ii) any expenses arising therefrom or with respect thereto, provided such Agent or Lender, as the case may be, provides the relevant Loan Party with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. If the Borrower reasonably believes that such Indemnified Taxes or Other Taxes were not correctly or legally asserted, the Administrative Agent and each Lender and L/C Issuer will use reasonable efforts to cooperate with Borrower for the Borrower to file for and obtain a refund of such Indemnified Taxes or Other Taxes so long as such efforts would not, in the sole determination of the Administrative Agent, such Lender, or such L/C Issuer, result in any unreimbursed costs, expenses or be otherwise disadvantageous to it.

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(d)Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by Law certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding tax with respect to any payments to be made to such Lender under the Loan Documents. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Borrower and the Administrative Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the Borrower, the Administrative Agent or other applicable withholding agent shall withhold amounts required to be withheld by applicable Law from such payments at the applicable statutory rate. Without limiting the foregoing:

(i)Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.

(ii)Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:

(A)two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,

(B)two properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),

(C)in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (A) a certificate substantially in the form of Exhibit I (any such certificate a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN,

(D)to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or is a Participant holding a participation granted by a participating Lender), Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each beneficial owner, as applicable (provided that, if one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Lender on behalf of such beneficial owner). Each Lender shall deliver to the Borrower and the Administrative Agent two further original copies of any previously delivered form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower or the Administrative Agent, or promptly notify the Borrower and the Administrative Agent that it is unable to do so. Each Lender shall promptly notify the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form or certification to the Borrower or the Administrative Agent, or

(E)two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws (including the Treasury Regulations) as a basis for claiming a complete exemption from, or a deduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents.

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Notwithstanding any other provision of this clause (d), a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

(e)Any Lender claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable efforts to change the jurisdiction of its Lending Office (or take any other measures reasonably requested by the Borrower) if such a change or other measures would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender.

(f)If any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by any Loan Party pursuant to this Section 3.01, it shall promptly remit such refund to the Loan Party, net of all out-of-pocket expenses (including any Taxes) of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund net of any Taxes payable by any Agent or Lender on such interest); provided that the Loan Party, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such party in the event such party is required to repay such refund to the relevant taxing authority. This section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to Taxes that it deems confidential) to the Borrower or any other person.

Section 3.02.Illegality.

If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Section 3.03.Inability to Determine Rates.

If the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of such Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein.

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Section 3.04.Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.

(a)If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurocurrency Rate Loans (or in the case of Taxes, any Loan) or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes (which are covered by Section 3.01), or any Excluded Taxes or (ii) reserve requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Eurocurrency Rate Loan (or, in the case of Taxes, of maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender, then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b)If any Lender reasonably determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

(c)The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each applicable Eurocurrency Rate Loan of the Borrower equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any Eurocurrency Rate Loans of the Borrower, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(d)Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation.

(e)If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and providedfurther that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

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Section 3.05.Funding Losses.

Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the basis for requesting such amount, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan of the Borrower on a day other than the last day of the Interest Period for such Loan; or

(b)any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan of the Borrower on the date or in the amount notified by the Borrower;

including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

Section 3.06.Matters Applicable to All Requests for Compensation.

(a)Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b)With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable Eurocurrency Rate Loan, or, if applicable, to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c)If the obligation of any Lender to make or continue any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i)to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s applicable Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and

(ii)all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.

(d)If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans under such Facility and by such Lender are held pro

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rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the applicable Facility.

Section 3.07.Replacement of Lenders Under Certain Circumstances.

(a)If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, (x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement (in respect of any applicable Facility only in the case of clause (i) or, with respect to a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and providedfurther that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (y) terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that in the case of any such termination of a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents and such termination shall be in respect of any applicable facility only in the case of clause (i) or, with respect to a Class vote, clause (iii).

(b)Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s applicable Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans in respect thereof, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting Lender or Defaulting Lender.

(c)Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

(d)In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders (or, in the case of a consent, waiver or

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amendment involving all affected Lenders of a certain Class, the Required Lenders with respect to such Class) have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Section 3.08.Survival.

All of the Borrower’s obligations under this Article III shall survive any assignment of rights by, or the replacement of, a Lender (including any L/C Issuer) and termination of the Aggregate Commitments and repayment, satisfaction and discharge of all other Obligations hereunder.

ARTICLE IV.

Conditions Precedent to Credit Extensions

Section 4.01.All Credit Events After the Closing Date.

The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) after the Closing Date is subject to satisfaction of the following conditions precedent:

(i)    The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

(ii)    No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(iii)    The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.01(i) and (ii) have been satisfied on and as of the date of the applicable Credit Extension.

Section 4.02.First Credit Event.

Each Lender shall make the Credit Extension to be made by it on the Closing Date subject only to the following conditions precedent, unless otherwise waived by the Initial Lenders in their sole discretion:

(a)This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor.

(b)The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

(c)The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each L/C Issuer, an opinion of (i) Akin Gump Strauss Hauer & Feld LLP, special counsel for the Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case, dated the Closing Date and addressed to each L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and substance customary for senior secured credit facilities in transactions of this kind.

(d)The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent

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governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.

(e)(i) The Administrative Agent shall have received the results of (x) searches of the Uniform Commercial Code filings (or equivalent filings) and (y) judgment and tax lien searches, made with respect to the Loan Parties in the states or other jurisdictions of formation of such Person and with respect to such other locations and names listed on the Perfection Certificate, together with (in the case of clause (y)) copies of the financing statements (or similar documents) disclosed by such search and (ii) the Security Agreement shall have been duly executed and delivered by each Loan Party that is to be a party thereto, together with (x) certificates, if any, representing the Pledged Equity (as defined in the Security Agreement) of the Borrower and the Domestic Subsidiaries accompanied by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement; provided, however, that each of the requirements set forth in clause (ii) above (other than the pledge and perfection of domestic assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code or, to the extent applicable, the delivery of a stock certificate and related stock power of the Borrower and any Domestic Subsidiary on the Closing Date) shall not constitute conditions precedent to the Credit Extension on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date if the Borrower agrees to deliver or cause to be delivered such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion).

(f)The Acquisition shall have been, or shall concurrently with the funding of the Facilities be, consummated in accordance with the terms of the Acquisition Agreement and in compliance with applicable law and regulatory approvals and shall not have been altered, amended or otherwise changed or supplemented or waived and no consent shall have been given in either case in a manner which would be materially adverse to the Lenders (it being understood that any change in the purchase price shall be a materially adverse change), without the prior written consent of the Arrangers.

(g)The Administrative Agent shall have received confirmation from the Investors or their representatives that the Equity Contribution and the Senior Notes shall have been consummated, or substantially simultaneously with the initial borrowing hereunder shall be consummated.

(h)The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Arrangers, dated the Closing Date and signed by the Chief Financial Officer of Holdings and the Borrower, certifying that Holdings, the Borrower and their Subsidiaries, on a consolidated basis after giving effect to the Transactions on the Closing Date, are Solvent as of the Closing Date.

(i)On the Closing Date, (x) the Specified Acquisition Agreement Representations and (y) the representations and warranties made by the Loan Parties in Sections 5.01(a) (solely as to the Borrower), 5.01(c) (solely as to the Loan Parties and, as to the binding effect, solely as to the Loan Documents), 5.01(d) (solely as to the Loan Documents), 5.01(j), 5.01(k), 5.01(p), 5.01(u), 5.01(y) and 5.01(bb) shall be true and correct in all material respects.

(j)The Administrative Agent shall have received confirmation from the Investors or their representatives that (i) the Equity Contribution shall have been consummated, or substantially simultaneously with the initial borrowing hereunder shall be consummated, and, if comprised of equity other than common equity, shall be on terms and conditions reasonably satisfactory to the Arrangers and (ii) no less than 65% of the Equity Interests in Holdings shall be owned by the Investors, all ownership interests in the Borrower shall be owned by Holdings and all ownership interests in the Borrower’s Subsidiaries shall be owned by the Borrower or one or more of the Borrower’s Subsidiaries, in each case free and clear of any Lien other than Liens permitted pursuant to Section 7.01.

(k)Since April 2, 2010 there shall not have occurred a Company Material Adverse Effect or any changes, events, circumstances, occurrences, effects or developments that would reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect.

(l)All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter shall have been paid.

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(m)Immediately following the Transactions, neither Holdings nor any of its subsidiaries will have any Indebtedness other than (i) the Obligations, (ii) Indebtedness permitted under Section 7.03(b) and 7.03(q) and (iii) preferred stock of Holdings which must be treated as equity for rating agency and GAAP purposes and otherwise on terms reasonably satisfactory to the Arrangers. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all Indebtedness to be repaid on the Closing Date and the discharge (or the making of arrangements for discharge) of all Liens other than Liens permitted pursuant to Section 7.01.

(n)The Arrangers and the Lenders shall have received: (A) forecasts prepared by management of the Borrower, each in form reasonably satisfactory to the Arrangers, of balance sheets, income statements and cash flow statements for each month for the first twelve months following the Closing Date and for each year commencing with the first fiscal year following the Closing Date for the term of the Facilities, (B) evidence satisfactory to the Arrangers that (1) the ratio of (x) consolidated debt for borrowed money of Borrower and its subsidiaries at the Closing Date after giving effect to the Transaction to (y) Consolidated EBITDA as set forth in the Pro Forma Financial Statements is not greater than 4.25:1.0 and (2) a certificate of the Chief Financial Officer of Holdings and the Borrower to the effect that the Pro Forma Financial Statements and the forecasts delivered pursuant to clause (A) above were prepared in good faith on the basis of the assumptions stated therein, which assumptions are fair in light of the then existing conditions and (C) evidence reasonably satisfactory to the Arrangers that on the Closing Date, Holdings and its subsidiaries will have unrestricted cash (with working capital management being done in the ordinary course and consistent with past practice) together with availability under the Revolving Credit Facility in an amount not less than $165.0 million less up to $27.0 million of Existing Letters of Credit.

(o)The Initial Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Borrower reasonably requested by the Initial Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; provided that the Initial Lenders shall use commercially reasonable efforts to ensure that such requests are delivered at least 3 days prior to the Closing Date and are not unduly burdensome on any person unless required by applicable Law.

(p)The Initial Lenders shall have received the Audited Financial Statements and any additional audited and unaudited financial statements for all recent, probable or pending acquisitions by the Acquired Company that would be required to be filed in a Form 8‑K of the Acquired Company and the Pro Forma Financial Statements.

ARTICLE V.

Representations and Warranties

Section 5.01.Representations and Warranties.

To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Credit Extensions, the Loan Parties hereby represent and warrant to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder, which representations and warranties shall be deemed made on the Closing Date and as otherwise set forth in Article IV, that:

(a)Organization; Power; Qualification. Each Loan Party and each Subsidiary thereof is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, has the power and authority to own its Properties and to carry on its business as now being and hereafter proposed to be conducted and is duly qualified and authorized to do business in each jurisdiction in which the character of its Properties or the nature of its business requires such qualification and authorization except in jurisdictions where the failure to be so qualified or in good standing could not reasonably be expected to result in a Material Adverse Effect. The jurisdictions in which each Loan Party and each Subsidiary thereof are organized and qualified to do business as of the Closing Date are described on Schedule 5.01(a).

(b)Ownership. Each Subsidiary of each Loan Party as of the Closing Date is listed on Schedule 5.01(b). As of the Closing Date, the capitalization of each Loan Party and its Subsidiaries consists of the number of shares or other equity interests, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule 5.01(b). All shares or other equity interests outstanding as of the Closing Date have been duly authorized and validly issued and are fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and not subject to any preemptive or similar rights, except as described in Schedule 5.01(b). The shareholders or other owners, as applicable, of each Loan Party and its Subsidiaries and the number of shares or other equity interests owned by each as of the Closing Date are described on Schedule 5.01(b). As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or

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otherwise provide for or permit the issuance of Equity Interests of any Loan Party or any Subsidiary thereof, except as described on Schedule 5.01(b).

(c)Authorization; Enforceability. Each Loan Party and each Subsidiary thereof has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of each Loan Party and each Subsidiary thereof that is a party thereto, and each such document constitutes the legal, valid and binding obligation of each Loan Party and each Subsidiary thereof that is a party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

(d)Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Loan Party of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Credit Extensions hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval or violate any Applicable Law relating to any Loan Party where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (ii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Loan Party, (iii) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 5.01(d), (iv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Liens arising under the Loan Documents or (v) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority or any other Person other than (A) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect, (B) consents or filings under the UCC, (C) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (D) as may be required with respect to vehicles registered under a certificate of title.

(e)Compliance with Law; Governmental Approvals. Each Loan Party and each Subsidiary thereof (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case (i), (ii) or (iii) where the failure to have, comply or file could not reasonably be expected to have a Material Adverse Effect.

(f)Tax Returns and Payments. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect:

(i)    Each Loan Party and each Subsidiary thereof has duly filed or caused to be filed all Tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all Taxes (including in the capacity of a withholding agent) upon it and its property, income, profits and assets (other than any amount that is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person). Such returns accurately reflect in all material respects all liability for Taxes of any Loan Party or any Subsidiary thereof for the periods covered thereby;

(ii)    Except as set forth on Schedule 5.01(f), there is no ongoing audit or examination or, to the knowledge of Holdings or any Subsidiary thereof, other investigation by any Governmental Authority of the Tax liability of any Loan Party or any Subsidiary thereof;

(iii)    No Governmental Authority has asserted in writing any Lien or other claim against any Loan Party or any Subsidiary thereof with respect to unpaid Taxes which has not been discharged or resolved (other than (A) any amount that is currently being contested in good faith by appropriate proceedings and

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with respect to which reserves in conformity with GAAP have been provided for on the books of such Person) and (B) Liens permitted by Section 7.01; and

(iv)    The charges, accruals and reserves on the books of each Loan Party and each Subsidiary thereof in respect of Taxes for all fiscal year and portions thereof since the organization of any Loan Party or any Subsidiary thereof are in the judgment of Holdings and the Borrower adequate.

(g)Intellectual Property Matters. To the knowledge of Holdings and its Subsidiaries, each Loan Party and each Subsidiary thereof owns or possesses rights to use all material copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, service marks and trade names which are reasonably necessary to conduct its business. To the knowledge of Holdings and its Subsidiaries, (i) no event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights and (ii) no Loan Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations except as could not reasonably be expected to have a Material Adverse Effect.

(h)Environmental Matters.

(i)    To their knowledge, the properties owned, leased or operated by each Loan Party and each Subsidiary thereof now do not contain, and have not previously contained, any Hazardous Materials in amounts or concentrations which (A) constitute or constituted a violation of applicable Environmental Laws or (B) could give rise to liability under applicable Environmental Laws, except, in each case, as could not reasonably be expected to have a Material Adverse Effect;

(ii)    Each Loan Party and each Subsidiary thereof and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and, to the knowledge of Holdings and its Subsidiaries, there is no contamination at, under or about such properties or such operations which could interfere in any material respect with the continued operation of such properties or impair the fair saleable value thereof, except, in each case, as could not reasonably, individually or in the aggregate, be expected to have a Material Adverse Effect;

(iii)    No Loan Party nor any Subsidiary thereof has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding Hazardous Materials or Environmental Laws, nor does any Loan Party or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened, except, in each case, as could not reasonably be expected to have a Material Adverse Effect;

(iv)    To the knowledge of Holdings and its Subsidiaries, (a) Hazardous Materials have not been transported or disposed of to or from the properties owned, leased or operated by any Loan Party or any Subsidiary thereof in violation of, or in a manner or to a location which could give rise to liability under, Environmental Laws, nor (b) have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Laws, except, in each case, where such violation or liability could not reasonably be expected to have a Material Adverse Effect;

(v)    No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of Holdings and its Subsidiaries, threatened, under any Environmental Law to which any Loan Party or any Subsidiary thereof is or will be named as a potentially responsible party with respect to such properties or operations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary thereof or such properties or such operations except where such proceeding, action, decree, order or other requirement could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and

(vi)    To the knowledge of Holdings, there has been no release or threat of release of Hazardous Materials at or from properties owned, leased or operated by any Loan Party or any Subsidiary, now or in the past, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws except where such violation or liability could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(i)Employee Benefit Matters.

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(i)     Each Loan Party and each ERISA Affiliate is in compliance with all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. No liability has been incurred by any Loan Party or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect;

(ii)    As of the Closing Date, no Pension Plan has been terminated, nor has any accumulated funding deficiency (as defined in Section 412 of the Code) been incurred (without regard to any waiver granted under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan, nor has any Loan Party or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan prior to the due dates of such contributions under Section 412 of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan, in each case, where any of the foregoing could reasonably be expected to have a Material Adverse Effect;

(iii)    No ERISA Event has occurred or is reasonably expected to occur that could reasonably be expected to have a Material Adverse Effect;

(iv)    Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the best of the knowledge of the Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) or (B) Pension Plan, in each case, currently maintained or contributed to by any Loan Party or any Subsidiary thereof.

(j)Margin Stock. No Loan Party nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Loans or Letters of Credit will be used for purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors. If requested by any Lender (through the Administrative Agent) or the Administrative Agent, Holdings will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1 referred to in Regulation U.

(k)Government Regulation. No Loan Party nor any Subsidiary thereof is an “investment company” (as such term is defined or used in the Investment Company Act of 1940, as amended) nor is any Loan Party or any Subsidiary thereof “controlled” by an “investment company” that is required to register under the Investment Company Act of 1940, as amended, and no Loan Party nor any Subsidiary thereof is, or after giving effect to any Credit Extensions will be, subject to regulation under the Interstate Commerce Act, as amended, or any other Applicable Law which limits its ability to incur or consummate the transactions contemplated hereby.

(l)Material Contracts. Schedule 5.01(l) sets forth a complete and accurate list of all Material Contracts of each Loan Party and each Subsidiary thereof in effect as of the Closing Date. Other than as set forth in Schedule 5.01(l), each such Material Contract is, and after giving effect to the consummation of the transactions contemplated by the Loan Documents will be, in full force and effect in accordance with the terms thereof. To the extent requested by the Administrative Agent, each Loan Party and each Subsidiary thereof has delivered to the Administrative Agent a true and complete copy of each Material Contract required to be listed on Schedule 5.01(l). No Loan Party nor any Subsidiary thereof (nor, to the knowledge of the Borrower, any other party thereto) is in breach of or in default under any Material Contract in any material respect.

(m)Employee Relations. The Borrower knows of no pending, threatened or contemplated strikes, work stoppage or other collective labor disputes involving its employees or those of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(n)Financial Statements. The Audited Financial Statements delivered pursuant to Section 4.02(p) are complete and correct and fairly present on a Consolidated basis the assets, liabilities and financial position of Holdings and its Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP.

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Such financial statements show all material Indebtedness and other material liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent required to be disclosed under GAAP. The projections delivered pursuant to Section 4.02(n) and the Pro Forma Financial Statements delivered pursuant to Section 4.02(p) were prepared in good faith on the basis of the assumptions stated therein, which assumptions are believed to be reasonable at the date of delivery in light of then existing conditions except that (i) such balance sheet shall be subject to normal year end closing and audit adjustments and (ii) with respect to such projections, it is recognized that actual results for the periods covered may differ from the projections and such differences may be material.

(o)No Material Adverse Change. Since April 2, 2010, no event has occurred or condition arisen, either individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect.

(p)Solvency. As of the Closing Date and after giving effect to the Transactions, the Loan Parties and their Subsidiaries, taken as a whole, are Solvent.

(q)Titles to Properties. As of the Closing Date, the real property listed on Schedule 5.01(q) constitutes (i) all of the Material Real Property that is owned and (ii) all real property that is leased or subleased by any Loan Party or any of its Subsidiaries with annual rent payments in excess of $5,000,000. Each Loan Party and each Subsidiary thereof has such title to the real property owned by it or such valid leasehold interest in the real property leased by it as is necessary or desirable to the conduct of its business and valid and legal title to all of its personal property and assets.

(r)Insurance. The properties of each Loan Party and each Subsidiary thereof are insured with financially sound and reputable insurance companies not Affiliates of the Loan Parties and their Subsidiaries, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in locations where the Loan Parties and their Subsidiaries operate.

(s)Liens. None of the properties and assets (including, without limitation, intellectual property and licenses) of any Loan Party or any Subsidiary thereof is subject to any Lien, except Liens permitted by Section 7.01. No Loan Party or any Subsidiary thereof has signed any financing statement or any security agreement authorizing any secured party thereunder to file any financing statement, except to perfect Liens permitted by Section 7.01.

(t)Indebtedness and Guaranty Obligations. Schedule 5.01(t) is a complete and correct listing of all Indebtedness and Guaranty Obligations of the Loan Parties and their respective Subsidiaries as of the Closing Date in excess of the Threshold Amount, after giving effect to the Transactions. As of the Closing Date, the Loan Parties and their respective Subsidiaries have performed and are in compliance with all of the material terms of such Indebtedness and Guaranty Obligations and all instruments and agreements relating thereto, and no default or event of default, or event or condition which with notice or lapse of time or both would constitute such a default or event of default on the part of any of the Loan Parties or any of their respective Subsidiaries exists with respect to any such Indebtedness or Guaranty Obligation.

(u)Litigation. Except for matters existing on the Closing Date and set forth on Schedule 5.01(u), there are no actions, suits, investigations or proceedings pending nor, to the knowledge of the Borrower, threatened against or in any other way relating adversely to or affecting any Loan Party or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority that has or could reasonably be expected to have, individually, a Material Adverse Effect.

(v)Absence of Defaults. No event has occurred or is continuing (i) which constitutes a Default or an Event of Default, or (ii) which constitutes, or which with the passage of time or giving of notice or both would constitute, a default or event of default by any Loan Party or any Subsidiary thereof under any Material Contract or judgment, decree or order to which any Loan Party or any Subsidiary thereof is a party or by which any Loan Party or any Subsidiary thereof or any of their respective properties may be bound or which would require any Loan Party or any Subsidiary thereof to make any payment thereunder prior to the scheduled maturity date therefor that, in any case under this clause (ii), could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (A) No Loan Party or any Subsidiary thereof has been debarred or suspended from any contracting with the United States government, (B) a final decision of debarment or a final decision of suspension has not been issued to any Loan Party or any Subsidiary thereof, (C) the actual termination for default of any Material Contract has not been issued to or received by any Loan Party or any Subsidiary thereof.

(w)Senior Indebtedness Status. The Obligations of each Loan Party and each Subsidiary thereof under this Agreement and each of the other Loan Documents ranks and shall continue to rank at least senior in priority of payment to

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all Subordinated Indebtedness of each such Person and is designated as “Senior Indebtedness” under all instruments and documents, now or in the future, relating to all Subordinated Indebtedness of such Person.

(x)[Reserved].

(y)Anti-Terrorism Laws. No Loan Party, none of its Subsidiaries and, to the knowledge of each Loan Party, none of its controlled Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or Affiliate (i) has violated or is in violation of Anti-Terrorism Laws or (ii) has engaged or engages in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of offenses designated in the “Forty Recommendations” and “Nine Special Recommendations” published by the Organisation for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering.

(i)    No Loan Party, none of its Subsidiaries and, to the knowledge of each Loan Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or such Affiliate that is acting or benefiting in any capacity in connection with the Loans is an Embargoed Person.

(ii)    No Loan Party, none of its Subsidiaries and, to the knowledge of each Loan Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or such Affiliate acting or benefiting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(z)[Reserved].

(aa)Disclosure. Holdings and/or its Subsidiaries have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which to their knowledge any Loan Party and any Subsidiary thereof are subject, and all other matters known to them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No financial statement, material report, material certificate or other material information furnished (whether in writing or orally) by or on behalf of any Loan Party or any Subsidiary thereof to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken together as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, pro forma financial information, estimated financial information and other projected or estimated information, such information was prepared in good faith based upon assumptions believed at the time of delivery to be reasonable in light of then existing conditions, it being recognized that actual results for periods covered by projections or estimates may differ from such projections or estimates and such differences may be material.

(bb)    Collateral Documents.

(i)    Valid Liens. Each Collateral Document delivered pursuant to Sections 4.02, 6.11 and 6.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 4 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements, in each case subject to no Liens other than Liens permitted hereunder.

(ii)    PTO Filing; Copyright Office Filing. When the Security Agreement or a short form thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, to the extent such filings may perfect such interests, the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents and Trademarks (each as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark

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Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case free and clear of Liens other than Liens permitted under Section 7.01 hereof (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to establish a Lien on registered Patents, Trademarks and Copyrights registered or applied for by the grantors thereof after the Closing Date).

(iii)    Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder.

(iv)    Notwithstanding anything herein (including this Section 5.01) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e).

(cc)    Use of Proceeds. The proceeds of the Term Loans, together with the Equity Contribution, and the proceeds of the Senior Notes, shall be used solely to pay the cash consideration for the Acquisition (and related transactions) and to pay Transaction Expenses and for other purposes contemplated by, or otherwise fund, the Transactions. The proceeds of the Revolving Credit Loans and Swing Line Loans, shall be used to pay the cash consideration for the Acquisition and to pay Transaction Expenses, for working capital, general corporate purposes, and any other purpose not prohibited by this Agreement including Permitted Acquisitions, and other Investments; provided that on the Closing Date, after consummating the Transactions, the sum of (x) the excess of the aggregate Revolving Credit Commitments at such time less the aggregate Revolving Credit Exposure plus (y) the amount of unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries shall be not less than $165.0 million less up to $27.0 million of Existing Letters of Credit. The Letters of Credit shall be used solely to support obligations of the Borrower and its Subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement.

Section 5.02.Survival of Representations and Warranties, Etc.

All representations and warranties set forth in this Article V and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

ARTICLE VI.

Affirmative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than Cash Management Obligations, obligations under Secured Hedge Agreements or in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is

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in place), then from and after the Closing Date, Holdings and the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each of the Restricted Subsidiaries to:

Section 6.01.Financial Statements.

(a)Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event within ninety (90) days after the end of each fiscal year, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b)Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Holdings, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for such fiscal quarter and the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(c)Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, and in any event no later than seventy-five (75) days after the end of each fiscal year of Holdings, a detailed consolidated budget for the following fiscal year on a quarterly basis (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood that actual results may vary from such Projections and that such variations may be material; and

(d)Deliver to the Administrative Agent with each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form l0-K or 10-Q, as applicable, containing the information required to be contained therein if Holdings (or any direct or indirect parent thereof), as applicable, were required to file such forms with the SEC; provided that, with respect to clauses (A) and (B), (i) to the extent such information relates to a parent of Holdings, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualifications or exception as to the scope of such audit.

Documents required to be delivered pursuant to Section 6.01 and Sections 6.02(c) and (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or Holdings or any other direct or indirect parent of the Borrower) posts such documents, or provides a link thereto on the website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access

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(whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. In the event any financial statements delivered under Section 6.01(a) or (b) above shall be restated, Holdings and the Borrower shall deliver, promptly after such restated financial statements become available, revised Compliance Certificates with respect to the periods covered thereby that give effect to such restatement, signed by a Responsible Officer of each of Holdings and the Borrower.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and each Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC.”

Section 6.02.Certificates; Other Information.

Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a)no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of Holdings;

(b)no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default or, if any Event of Default shall exist, stating the nature and status of such event;

(c)promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d)promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Senior Notes Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02;

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(e)together with the delivery of each annual Compliance Certificate pursuant to Section 6.02(a), (i) a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report and (ii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); and

(f)promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Section 6.03.Notices.

Promptly after a Responsible Officer of Holdings or any Subsidiary Guarantor has obtained knowledge thereof, notify the Administrative Agent:

(a)of the occurrence of any Default;

(b)of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;

(c)of the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity including with respect to any Environmental Law which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; and

(d)the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of Holdings (x) that such notice is being delivered pursuant to Section 6.03(a), (b), (c) or (d) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action Holdings has taken and proposes to take with respect thereto.

Section 6.04.Payment of Obligations.

Pay, discharge or otherwise satisfy as the same shall become due and payable in the normal conduct of its business, all its Taxes (whether or not shown on a Tax return), except, in each case, to the extent any such Tax is being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP or the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 6.05.Preservation of Existence, Etc.

(a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization and (b) take all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except, in the case of (a) or (b), (i) (other than with respect to the Borrower) to the extent that failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05.

Section 6.06.Maintenance of Properties.

Except if the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and fire, casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades,

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extensions and additions thereof or thereto in accordance with prudent industry practice and in the normal conduct of its business.

Section 6.07.Maintenance of Insurance.

(a)Generally. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Holdings and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

(b)Requirements of Insurance. Not later than ninety (90) days after the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after the Closing Date), the Borrower shall use commercially reasonable efforts to ensure that (i) all such insurance with respect to any Collateral shall provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 10 days (or, to the extent reasonably available, 30 days) after receipt by the Collateral Agent of written notice thereof (and within ninety (90) days after such written notice the Borrower shall deliver an updated insurance certificate with respect thereto) and (ii) all such insurance with respect to any Collateral shall name the Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) and loss payee (in the case of property insurance), as applicable.

(c)Flood Insurance. With respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time reasonably require, if at any time the area in which any material improvements are located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

Section 6.08.Compliance with Laws.

(a)Comply in all material respects with the requirements of all Laws (including, without limitation, ERISA and Environmental Laws) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)Any Loan Party or any Subsidiary thereof shall not be debarred or suspended from any contracting with a United States governmental agency from which 20% of the revenue of Holdings and its Subsidiaries for the four-quarter period most recently ended was generated.

Section 6.09.Books and Records.

Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied and which reflect all material financial transactions and matters involving the assets and business of Holdings or a Restricted Subsidiary, as the case may be (it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles that are applicable in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

Section 6.10.Inspection Rights.

Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (other than records of the Board of Directors of such Loan Party or such Subsidiary), and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent

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shall not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall be at the Borrower’s expense; providedfurther that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney client or similar privilege or constitutes attorney work-product.

Section 6.11.Additional Collateral; Additional Guarantors.

At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

(a)Upon (x) the formation or acquisition of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) by Holdings, (y) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or (z) or the designation in accordance with Section 6.14 of any existing direct or indirect Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary:

(i)within 45 days after such formation, acquisition, cessation or designation, or such longer period as the Administrative Agent may agree in writing in its reasonable discretion:

(A)cause each such Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, a counterpart of the Intercompany Note and other security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent, subject to local law requirements, with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting first-priority Liens required by the Collateral and Guarantee Requirement;

(B)cause each such Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank;

(C)take and cause such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement or the Collateral Documents, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement or the Collateral Documents;

(ii)as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Borrower; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than Holdings or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; and

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(iii)if reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such request (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement or the Collateral Documents, but not specifically covered by the preceding clauses (i), (ii) or (iii) or clause (b) below.

(b)Not later than sixty (60) days after the acquisition by any Loan Party of Material Real Property as determined by the Borrower (acting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a first-priority Lien and Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.

(c)Always ensuring that the Obligations are secured by a first-priority security interest in all the Equity Interests of the Borrower, subject to any Liens permitted under Section 7.01.

Section 6.12.Compliance with Environmental Laws.

Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all commercially reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and ownership, use or occupation of its properties; and, in each case to the extent the Loan Parties are required by Environmental Laws, conduct any investigation, remedial or other corrective action necessary to address Hazardous Materials at any property or facility in accordance with applicable Environmental Laws.

Section 6.13.Further Assurances and Post-Closing Conditions.

(a)Within ninety (90) days after the Closing Date (subject to extension by the Administrative Agent in its reasonable discretion), deliver each Collateral Document required to satisfy the Collateral and Guarantee Requirement or required pursuant to the terms of any Collateral Document, duly executed by each Loan Party required to be party thereto, together with all documents and instruments required to perfect the security interest or Lien of the Collateral Agent in the Collateral (if any) free of any other pledges, security interests or mortgages, except Liens permitted under the Collateral and Guarantee Requirement, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents.

(b)Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents. If the Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a mortgage constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA.

Section 6.14.Designation of Subsidiaries.

The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the

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Borrower shall be in compliance with the covenants set forth in Section 7.10(a) and (b), determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.10(a) or (b), as applicable, has passed, the covenants in Section 7.10(a) and (b) for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes, or any Junior Financing, as applicable and (iv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed $250,000,000 as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent of the Borrower shall be permitted to be an Unrestricted Subsidiary.

ARTICLE VII.

Negative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than Cash Management Obligations, obligations under Secured Hedge Agreements or in respect of contingent indemnification and expense reimbursement obligations for which no claims has been made) which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), then from and after the Closing Date:

Section 7.01.Liens.

None of Holdings, Borrower or the Restricted Subsidiaries shall, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)Liens pursuant to any Loan Document;

(b)Liens existing on the Closing Date; provided that any Lien securing Indebtedness in excess of $1,000,000 individually or $5,000,000 in the aggregate shall only be permitted to the extent such Lien is listed on Schedule 7.01(b), and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property beyond such property subject to a Lien on the Closing Date, other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;

(c)Liens for Taxes, assessments or other governmental charges (i) that are not yet due and payable or (ii) that are being contested in good faith and by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien for which adequate reserves are being maintained to the extent required by GAAP;

(d)Lien imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against Holdings, the Borrower or any of its Restricted Subsidiaries with respect to Holdings, the Borrower or any of its Restricted Subsidiaries shall then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, to the extent required by GAAP and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien);

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(e)pledges or deposits in the ordinary course of business under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which Holdings, the Borrower or any of its Restricted Subsidiaries is a party, or deposits to secure public or statutory obligations of Holdings, the Borrower or any of its Restricted Subsidiaries or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which Holdings, the Borrower or any of its Restricted Subsidiaries is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(f)Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(g)minor survey exceptions, minor encumbrances, easements, reservations of, or rights of others for, licenses, rights-of-way, encroachments, protrusions, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning and other restrictions as to the use of real properties or Liens incidental to the conduct other business of Holdings, the Borrower or its Restricted Subsidiaries or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially affect the value of said properties or materially impair their use in the operation of the business of Holdings, the Borrower or its Restricted Subsidiaries, as applicable;

(h)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 for which adequate reserves have been made;

(i)leases or subleases of real property which do not materially interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries;

(j)Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(k)Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions;

(l)Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(i) or (n) or, to the extent related to any of the foregoing, Section 7.02(r) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(m)Liens (i) in favor of Holdings or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party or (ii) in favor of Holdings or any other Loan Party;

(n)any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses (including software and other technology licenses) entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(o)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(p)Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;

(q)[Reserved.]

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(r)Liens that are contractual rights of setoff or rights of pledge (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(s)[Reserved.]

(t)Liens to secure Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created prior to or within 270 days of the acquisition, construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits;

(u)Liens incurred by a Restricted Subsidiary that is not a Loan Party securing Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted under Section 7.03;

(v)Liens on assets, property or shares of stock at the time of its acquisition or of a Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the Closing Date (including Capitalized Leases); provided that (i) such Liens are not created or incurred in connection with, or in contemplation of, such acquisition or such other Person becoming a Restricted Subsidiary, (ii) such Liens do not extend to any other property owned by Holdings, the Borrower or the Restricted Subsidiaries and (iii) (a) the obligations secured thereby do not exceed $100,000,000 at any time outstanding (other than such secured obligations that are repaid in full or otherwise extinguished substantially concurrently with such acquisition or when such Person becomes a Restricted Subsidiary) and (b) the Indebtedness secured thereby is permitted under Section 7.03(g);

(w)(i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries, taken as a whole;

(x)Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Holdings and its Restricted Subsidiaries in the ordinary course of business;

(y)deposits made in the ordinary course of business to secured liability to insurance carriers;

(z)Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (b), (t), (u), (v), (m)(ii), (gg) and (ii) of this Section 7.01; provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstandingprincipal amount or, if greater, committed amount of the Indebtedness described under clauses (b), (t), (u), (v), (m)(ii), (gg) and (ii) of this Section 7.01 at the time the original Lien became a Lien permitted under Section 7.01, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(aa)other Liens (which may be Liens on the Collateral so long as any such Liens securing Indebtedness for money borrowed in excess of $10,000,000 in the aggregate (i) are junior to the Liens securing the Obligations and (ii) any such obligations secured by a junior Lien on the Collateral shall be expressly subject to a Second Lien Intercreditor Agreement) securing obligations in an aggregate principal amount outstanding at any time not to exceed the greater of $50,000,000 and 2.5% of Total Assets;

(bb)    Liens securing Permitted Notes issued pursuant to Section 7.03(s) so long as such Liens are subject to the First Lien Intercreditor Agreement or a Second Lien Intercreditor Agreement;

(cc)    [Reserved.]

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(dd)    [Reserved.]

(ee)    Liens on the assets of a joint venture to secure Indebtedness of such joint venture incurred pursuant to Section 7.03(u);

(ff)    Liens on the Equity Interests of Unrestricted Subsidiaries;

(gg)    Liens on Collateral securing Indebtedness permitted to be incurred under Section 7.03 in an amount not to exceed the maximum amount of Indebtedness such that the Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), would not be greater than 2.50 to 1.00Borrower would be in compliance with a Total Leverage Ratio that is 0.25 to 1.00 lower than the Total Leverage Ratio for the applicable period set forth in Section 7.10(a) (i.e. if the required ratio in Section 7.10(a) is 4.50 to 1.0 the requirement to incur Indebtedness under this clause (x) shall be 4.25 to 1.0) and such Liens are subject to a Second Lien Intercreditor Agreement;

(hh)    Liens on assets of Foreign Subsidiaries to secure Indebtedness permitted under Sections 7.03(v) and (w); and

(ii)    Liens securing Secured Hedge Agreements so long as the related Indebtedness is, and is permitted to be under Section 7.03, secured by a Lien on the same property securing such Secured Hedge Agreement.

Section 7.02.Investments.

None of Holdings, the Borrower or the Restricted Subsidiaries shall directly or indirectly, make or hold any Investments, except:

(a)Investments by Holdings or any of its Restricted Subsidiaries in Cash Equivalents;

(b)loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings or any direct or indirect parent thereof (provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under clause (iii) above shall not exceed $5,000,000;

(c)Investments (i) by Holdings or any Restricted Subsidiary in any Loan Party and (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party;

(d)Investments (i) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) received or acquired (A) in exchange for any other Investment or accounts receivable in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(e)Investments consisting of (x) transactions permitted under Sections 7.01, 7.03 (other than 7.03(b) and (d)), 7.04 (other than 7.04(d) and (e)) and 7.05 (other than 7.05(e)), (y) Restricted Payments permitted by Section 7.06 and (z) repayments or other acquisitions of Indebtedness of the Company or a Subsidiary Guarantor not prohibited by Section 7.12;

(f)Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of any original Investment under this clause (f) is not increased except by the terms of such Investment as of the Closing Date or as otherwise permitted by Section 7.02;

(g)Investments in Swap Contracts permitted under Section 7.03;

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(h)Investments resulting from the receipt of non-cash consideration received in connection with Dispositions permitted by Section 7.05;

(i)any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares or any options for Equity Interests that cannot, as a matter of law, be cancelled, redeemed or otherwise extinguished without the express agreement of the holder thereof at or prior to acquisition) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom (other than in respect of any Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom); (ii) the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants in Section 7.10(a) and (b) after giving effect to such acquisition or investment and any related transactions; (iii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; (iv) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary (it being understood that the acquisition of an Unrestricted Subsidiary as part of a Permitted Acquisition shall be deemed to be an Investment made in reliance on a provision of this Section 7.02 other than this clause (i)) shall become Guarantors, in each case, in accordance with Section 6.11, and (v) the aggregate amount of such Investments by Loan Parties in assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition shall not exceed $50,000,000 (any such acquisition, a “Permitted Acquisition”);

(j)Investments made in connection with the Transactions;

(k)Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices;

(l)[Reserved.]

(m)loans and advances to Holdings and any other direct or indirect parent of the Borrower, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments permitted to be made to such parent in accordance with Section 7.06(f), (g) or (h);

(n)other Investments (including in connection with Permitted Acquisitions as contemplated pursuant to Sections 7.02(i)(iv) and (i)(v)) in an aggregate amount outstanding pursuant to this clause (n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed (x) the greater of $100,000,000 (net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) and 5.00% of Total Assets plus (y) if the Secured Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such Investment had been made on the last day of such four quarter period, is less than or equal to 2.00:1.00, the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this subsection (y), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied;

(o)advances of payroll payments to employees in the ordinary course of business and Investments made pursuant to employment and severance arrangements of officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;

(p)(i) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business and (ii) Investments the payment for which consists of Equity Interests of the Borrower (other than Disqualified Equity Interests) or any direct or indirect parent of the Borrower;

(q)Investments of a Restricted Subsidiary acquired after the Closing Date or of an entity merged into or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

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(r)Investments made by any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary contemplated pursuant to Section 7.02(n) or permitted under Section 7.02(i)(v);

(s)Guarantees by Holdings or any of its Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(t)Investments by Holdings or any other Loan Party made after the Closing Date in any Subsidiary that is not a Loan Party in an aggregate outstanding amount not to exceed at any time (i) the greater of $50,000,000 and 2.5% of Total Assets less (ii) the outstanding amount of Investments made pursuant to Section 7.02(i)(v);

(u)Investments in the form of loans from the Borrower or any Restricted Subsidiary to GLS under the GLS Loan Documents (whether or not GLS is a Subsidiary of Holdings at that time); provided that upon the designation of GLS as an Unrestricted Subsidiary or the release of GLS from its guarantee hereunder pursuant to Section 11.09 any such Investments outstanding upon such designation or release shall be deemed to be an incurrence of such Investment no longer be permitted under this Section 7.02(u); provided that, no such loans will be evidenced by a promissory note unless such note shall be pledged by the Borrower as Collateral to secure the Obligations;

(v)Investments in joint ventures (other than Investments in an Unrestricted Subsidiary made after its designation pursuant to Section 6.14) made after the Closing Date in an aggregate outstanding amount not to exceed the greater of $75,000,000150,000,000 and 3.757.50% of Total Assets;

(w)Investments in a Similar Business (other than an Investment in an Unrestricted Subsidiary) in an aggregate outstanding amount not to exceed at any time the greater of $50,000,000 and 2.5% of Total Assets; and

(x)any Investment (i) deemed to exist as a result of a Subsidiary of Holdings that is not a Loan Party distributing a note or other intercompany debt to a parent of such Subsidiary that is a Loan Party (to the extent there is no cash consideration or services rendered for such note) and (ii) consisting of intercompany current liabilities in connection with the cash management, tax and accounting operations of Holdings and its Subsidiaries.

Section 7.03.Indebtedness.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except:

(a)Indebtedness under the Loan Documents;

(b)Indebtedness (i) outstanding on the Closing Date (provided that with respect to any Indebtedness in excess of $1,000,000 individually and $5,000,000 in the aggregate, such Indebtedness will only be permitted under this Section 7.03(b) if listed on Schedule 7.03(b)) and any refinancing thereof and (ii) Indebtedness of Holdings to any Subsidiary of Holdings and of any Subsidiary of Holdings to Holdings or any other Subsidiary of Holdings; provided that, other than in the case of intercompany current liabilities incurred in the ordinary course of business in connection with cash management, tax and accounting operations of Holdings and its Subsidiaries, (x) Indebtedness of any Subsidiary of Holdings that is not a Loan Party owing to a Loan Party shall be (A) subject to Section 7.02 and (B) evidenced by an Intercompany Note and (y) any Indebtedness of any Loan Party to a Subsidiary of Holdings that is not a Loan Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;

(c)Guarantees by Holdings and any Restricted Subsidiary in respect of Indebtedness of Holdings or any Restricted Subsidiary of Holdings otherwise permitted hereunder; provided that (A) no Guarantee of the Senior Notes or any Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(d)Indebtedness of Holdings or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an

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Investment permitted by Section 7.02; provided that no such Indebtedness shall be evidenced by a promissory note unless such note is pledged as Collateral to secure the Obligations;

(e)(i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) to finance the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of the assets or the Capital Stock of any Person owning such assets) by Holdings or any Restricted Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not to exceed the greater of $30,000,000 and 1.5% of Total Assets (together with any Permitted Refinancings thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing;

(f)Indebtedness in respect of Swap Contracts that are incurred in the ordinary course of business (and not for speculative purposes): (A) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted to be incurred under Section 7.03; (B) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (C) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases;

(g)Indebtedness of Holdings or any Restricted Subsidiary (A) existing at the time such Person was acquired or contributed; provided that such Indebtedness is not incurred in contemplation of such acquisition or contribution, and any Permitted Refinancing thereof or (B) incurred to finance a Permitted Acquisition and any Permitted Refinancing thereof; provided that (w) in the case of clauses (A) and (B), such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(v) securing Indebtedness (together with Permitted Refinancings thereof) incurred pursuant to clause (A) in an aggregate principal outstanding not to exceed $50,000,000 (other than such Indebtedness that is repaid in full or otherwise extinguished substantially concurrently with such acquisition or when such Person becomes a Restricted Subsidiary) and Liens securing Indebtedness incurred pursuant to clause (A) permitted by Section 7.01(aa)), (x) in the case of clauses (A) and (B), both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), (2) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants in Section 7.10(a) and (b) and (3) the Total Leverage Ratio shall not be greater than 4.50 to 1.0 determined on a Pro Forma Basis as of the last day of the most recently ended Test Period and (y) in the case of any such incurred Indebtedness under clause (B), such Indebtedness matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the seventh anniversary of the Closing Date; provided, further, that the amount of Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties under this Section 7.03(g) shall not exceed $50,000,000 in the aggregate;

(h)Indebtedness representing deferred compensation to employees of Holdings or any of its Restricted Subsidiaries incurred in the ordinary course of business;

(i)Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or any direct or indirect parent of the Borrower permitted by Section 7.06;

(j)Indebtedness incurred by Holdings or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in eachcase, incurred in connection with a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

(k)Indebtedness consisting of obligations of the Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder;

(l)(A) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements or (B) Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its incurrence;

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(m)Indebtedness of Holdings or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of $75,000,000 and 3.75% of Total Assets;

(n)Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(o)Indebtedness incurred by Holdings or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

(p)obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion guarantees provided by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(q)Indebtedness constituting the Senior Notes and any Permitted Refinancing thereof;

(r)Indebtedness supported by a Letter of Credit or bank guarantee, in a principal amount not in excess of the stated amount of such Letter of Credit or bank guarantee;

(s)(i) Permitted Notes in an aggregate principal amount, when aggregated with the amount of Incremental Term Loans and Incremental Revolving Credit Commitments pursuant to Section 2.14, not to exceed $275,000,000; provided that (A) both at the time of any such incurrence (and after giving effect thereto), no Event of Default shall exist, (B) Holdings and the Borrower shall be in compliance with the covenants set forth in Section 7.10(a) and (b) determined on a Pro Forma Basis as of the date of the most recently ended Test Period as if Permitted Notes had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith and (C) the Secured Leverage Ratio shall not be greater than 2.75 to 1.0 determined on a Pro Forma Basis as of the last four quarters ended as if such Permitted Notes had been outstanding on the last day of such fiscal quarter of Holdings and the Borrower for testing compliance therewith, (ii) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (iii) Permitted Notes that are offered on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iv) in the case of Permitted Notes incurred under any of the foregoing clauses (i), (ii) and (iii), Permitted Refinancings thereof;

(t)all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (s) above;

(u)Indebtedness of a joint venture to Holdings or any other Loan Party and to the other holders of Equity Interests of such joint venture, so long as the percentage of the aggregate amount of such Indebtedness of such joint venture owed to such other holders of its Equity Interests does not exceed the percentage of the aggregate outstanding amount of the Equity Interests of such joint venture held by such other holders; provided, that any such Indebtedness owed to Holdings or any other Loan Party shall be evidenced by a promissory note in form and substance satisfactory to the Administrative Agent and shall be pledged and delivered (together with all collateral or other security securing such promissory note) to the Administrative Agent pursuant to the Collateral Documents;

(v)Indebtedness incurred by Foreign Subsidiaries to third parties other than Holdings or any of its Subsidiaries in an aggregate principal amount not to exceed the greater of $25,000,00050,000,000 and 1020% of total assets of all Foreign Subsidiaries at the time of such incurrence at any time outstanding and any Permitted Refinancing thereof;

(w)Indebtedness under the Foreign L/C Facility in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; provided that only up to $50,000,000 of such Indebtedness may be recourse to Holdings, but shall not be secured by a Lien on the assets of Holdings and any Permitted Refinancing thereof; and

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(x)Indebtedness of Holdings or any Restricted Subsidiary; provided that (i) the Borrower shall be in compliance with aTotal Leverage Ratio shall not be greater than (A) at any time through the fiscal quarter ending June 28, 2013, 4.50 to 1.0 and (B) at any time thereafter, the lower of 4.00 to 1.0 and the ratiothat is 0.25 to 1.00 lower than the Total Leverage Ratio for the applicable period set forth in Section 7.10(a) for such fiscal quarter, in each case, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period, (ii) the Secured Leverage Ratio shall not be greater than 2.50 to 1.0, in each case, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period and (iii(i.e. if the required ratio in Section 7.10(a) is 4.50 to 1.0 the requirement to incur Indebtedness under this clause (x) shall be 4.25 to 1.0) and (ii) any Indebtedness incurred pursuant to this Section 7.03(x) shall (a) mature or be mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments) after the Maturity Date of the Term Loans, (b) not be redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part.

For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (t) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that (i) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03, and (ii) all Indebtedness constituting the Senior Notes will be deemed to be outstanding in reliance only on the exception in clause (q) of Section 7.03.

Section 7.04.Fundamental Changes.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transactions), except that:

(a)any Restricted Subsidiary may merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction in the United States); provided that the Borrower shall be the continuing or surviving Person or (ii) one or more other Restricted Subsidiaries; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;

(b)(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or the Borrower or any Subsidiary may change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);

(c)any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings or to another Restricted Subsidiary other than GLS; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other than Section 7.02(e)) and 7.03, respectively;

(d)so long as no Default exists or would result therefrom, the Borrower may merge with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or

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restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;

(e)so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary or the Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement;

(f)Holdings and the Restricted Subsidiaries may consummate the Acquisition, related transactions contemplated by the Acquisition Agreement (and documents related thereto) and the Transactions; and

(g)so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Section 7.05.Dispositions.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition (other than as part of or in connection with the Transaction), except:

(a)(i) Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions in the ordinary course of business of property no longer used or useful in the conduct of the business of Holdings or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of Holdings and its Restricted Subsidiaries outside the ordinary course of business;

(b)Dispositions of inventory, goods held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any intellectual property to lapse or go abandoned) in the ordinary course of business;

(c)Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(d)Dispositions of property to Holdings or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

(e)to the extent constituting Dispositions, the granting of Liens permitted by Section 7.01, the making of Investments permitted by Section 7.02, mergers, consolidations, liquidations and the sale of all or substantially all assets permitted by Section 7.04 (other than Section 7.04(g)) and Restricted Payments permitted by Section 7.06;

(f)Dispositions made on the Closing Date to consummate the Transaction;

(g)Dispositions of Cash Equivalents;

(h)leases, subleases, licenses or sublicenses (including the provision of software or the licensing of other intellectual property rights), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole;

(i)transfers of property subject to Casualty Events;

(j)Dispositions of property not otherwise permitted under this Section 7.05 in an aggregate amount during the term of this Agreement not to exceed $100,000,000; provided that (i) at the time of such Disposition (other than any

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such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $10,00,000, the Borrower or any of its Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), (f), (k), (p), (q), (bb) and (ee) and clauses (i) and (ii) of Section 7.01(r)); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on Holdings’ or the applicable Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which Holdings and all of its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Holdings or the applicable Subsidiary from such transferee that are converted by Holdings or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by Holdings, the Borrower or the applicable Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of (x) $25,000,000 and (y) 1.25% of the total consolidated assets of the Borrower and its Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries;

(k)Dispositions listed on Schedule 7.05(k);

(l)Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business and sales of assets received by Holdings, the Borrower or any Subsidiary upon foreclosure on a Lien;

(m)Dispositions to any Subsidiary that is not a Loan Party in an aggregate amount not to exceed $25,000,000;

(n)any exchange of assets for assets or services (other than current assets) related to a similar business of comparable or greater market value or usefulness to the business of the Borrower and its Restricted Subsidiaries as a whole, as determined in good faith by the Borrower;

(o)Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(p)the unwinding of any Swap Contracts pursuant to its terms;

(q)Dispositions of any Equity Interests of a JV Subsidiary or interests in any joint venture entity not constituting a Subsidiary in accordance with the applicable joint venture agreement or arrangement relating thereto;

(r)the sale of any property in a Sale/Leaseback Transaction within six months of the original acquisition of such property; and

(s)sales of receivables and related assets by a Restricted Subsidiary pursuant to any factoring arrangement that would not constitute Indebtedness, provided that the fair market value of any receivables sold pursuant to this Section 7.05(s) in any four quarter period shall not exceed $50,000,000 in the aggregate;

provided that any Disposition of any property pursuant to Section 7.05(j) or (m) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Section 7.06.Restricted Payments.

None of Holdings, the Borrower shall, nor shall the Borrower permit any of its Restricted Subsidiaries to, directly or indirectly, declare or make, directly or indirectly, any Restricted Payment, except:

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(a)each Restricted Subsidiary may make Restricted Payments to Holdings and its Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to Holdings and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

(b)Holdings and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

(c)Restricted Payments made (i) on the Closing Date to consummate the Transactions and (ii) in order to satisfy indemnity and other similar obligations under the Acquisition Agreement;

(d)to the extent constituting Restricted Payments, Holdings and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02 (other than 7.02(e)), 7.04 or Section 7.08 (other than Section 7.08(f));

(e)repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof) or any Restricted Subsidiary of Holdings deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(f)the repurchase, retirement or other acquisition (or dividends to Holdings or any other direct or indirect parent of the Borrower to finance any such repurchase, retirement or other acquisition) for value of Equity Interests of the Borrower or Holdings or any other direct or indirect parent of the Borrower held by any future, present or former employee, director or consultant of the Borrower or Holdings or any other direct or indirect parent of the Borrower or any Subsidiary of the Borrower pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate amounts paid under this clause (f) do not exceed (i) $5,000,000 in any calendar year or (ii) subsequent to the consummation of an underwritten Qualified IPO of the Borrower or any direct or indirect parent thereof, as the case may be, $10,000,000 in any calendar year (with unused amounts in any calendar year being permitted to be carried over to succeeding calendar years subject to a maximum of (A) $10,000,000 in the aggregate in any calendar year or (B) subsequent to the consummation of a Qualified IPO of the Borrower or any direct or indirect parent thereof, as the case may be, $20,000,000 in the aggregate in any calendar year); providedfurther that such amount in any calendar year may be increased by an amount not to exceed:

(i)the Net Proceeds received by Holdings or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Equity Interests) of the Borrower or Holdings or any other direct or indirect parent of Holdings (to the extent contributed to Holdings) to members of management, directors or consultants of Holdings, the Borrower, any of its Restricted Subsidiaries or any other direct or indirect parent of the Borrower that occurs after the Closing Date; plus

(ii)the Net Proceeds of key man life insurance policies received by the Borrower or Holdings or any other direct or indirect parent of the Borrower (to the extent contributed to the Borrower) and its Restricted Subsidiaries after the Closing Date; less

(iii)the amount of any Restricted Payments previously made with the cash proceeds described in clauses (i) and (ii) of this Section 7.06(f);

(g)Holdings may make Restricted Payments in an aggregate amount equal to (x) (i) $50,000,000 minus (ii) the aggregate principal amount of Junior Financings prepaid, redeemed, purchased or otherwise paid pursuant to Section 7.12(a)(vi), plus (y) if the Secured Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such Restricted Payment had been made on the last day of such four quarter period, is less than or equal to 2.00:1.00, the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that with respect to any Restricted Payment made pursuant to clause (y) above, no Default has occurred and is continuing or would result therefrom;

(h)Holdings may make Restricted Payments to any direct or indirect parent of the Borrower:

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(i)to pay amounts equal to the fees and expenses (including franchise or similar taxes) required to its maintain the corporate existence of Holdings or any other direct or indirect parent of the Borrower, the customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of Holdings or any other direct or indirect parent of the Borrower, if applicable, and the general corporate operating and overhead expenses of Holdings or any other direct or indirect parent of the Borrower, if applicable, in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of the Borrower, if applicable, and its Subsidiaries;

(ii)to pay dividends or other distributions to Holdings or any other direct or indirect parent of the Borrower in amounts required for Holdings or such other parent company to pay U.S. federal, state or local income taxes (as the case may be) imposed directly on such entity to the extent such income taxes are attributable to the income of the Borrower and its Restricted Subsidiaries by virtue of such entity being the common parent of a consolidated or combined tax group of which the Borrower and/or its Restricted Subsidiaries are members; provided, however, that in each case the amount of such payments in respect of any tax year does not exceed the amount that the Borrower and its Restricted Subsidiaries would have been required to pay in respect of U.S. federal, state or local taxes (as the case may be) for such year had the Borrower and its Restricted Subsidiaries paid such taxes as a stand-alone taxpayer (or stand-alone group) (reduced by any such taxes paid directly by the Borrower or any of its Restricted Subsidiaries);

(iii)to pay, if applicable, amounts equal to amounts required for Holdings or any other direct or indirect parent of Holdings, if applicable, to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to Holdings or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of Holdings or any of its Restricted Subsidiaries incurred in accordance with Section 7.03; and

(iv)to pay fees and expenses incurred by Holdings or any other direct or indirect parent, other than to Affiliates of Holdings, related to any unsuccessful equity or debt offering of such parent;

(i)payments made or expected to be made by Holdings or any of the Restricted Subsidiaries in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options;

(j)after a Qualified IPO, (i) any Restricted Payment by Holdings or any other direct or indirect parent of Holdings to pay listing fees and other costs and expenses attributable to being a publicly traded company which are reasonable and customary and (ii) Restricted Payments of up to 6% per annum of the net proceeds received by (or contributed to) Holdings and its Restricted Subsidiaries from such Qualified IPO;

(k)the payment of any dividend or other distribution within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of Section 7.06;

(l)any joint venture may make Restricted Payments required or permitted to be made pursuant to the terms of the joint venture arrangements to holders of its Equity Interests;

(m)the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Equity Interests) issued after the Closing Date and the declaration and payment of dividends to Holdings or any other direct or indirect parent of the Borrower, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Equity Interests) of Holdings or any other direct or indirect parent of the Borrower issued after the Closing Date; provided, however, that (A) for the most recently ended four full fiscal quarters for which financial statements are required to be delivered pursuant to Section 6.01(a) or (b) preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a Pro Forma Basis, Holdings would have had an Interest Coverage Ratio of at least 2.00 to 1.00 (it being agreed that the dividend or distribution paid pursuant to this clause (m) shall be included in the calculation of Consolidated Interest Expense) and (B) the aggregate amount of dividends declared and paid pursuant to this clause (m) does not exceed the net cash proceeds actually received by Holdings, the Borrower or any Subsidiary from any such sale of Designated Preferred Stock (other than Disqualified Equity Interests) issued after the Closing Date;

(n)any Restricted Payments made in connection with the consummation of the Transactions or as contemplated by the Acquisition Agreement, including any payments or loans made to Holdings or any other direct or indirect parent to enable it to make any such payments, in each case, as described in or contemplated by the offering memorandum related to the Senior Notes; and

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(o)the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Equity Interests of Holdings or any of its Restricted Subsidiaries issued or incurred in accordance with Section 7.03.

Section 7.07.Change in Nature of Business.

Holdings and the Borrower shall not, nor shall Holdings or the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by Holdings and the Restricted Subsidiaries on the Closing Date or any business reasonably related, complementary, synergistic or ancillary thereto (including related, complementary, synergistic or ancillary technologies) or reasonable extensions thereof.

Section 7.08.Transactions with Affiliates.

Holdings and the Borrower shall not, nor shall Holdings or the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of Holdings, whether or not in the ordinary course of business, other than (a) (i) transactions between or among Holdings and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and (ii) any merger or consolidation of the Borrower and Holdings or any other direct parent company of the Borrower, provided that such parent company shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Equity Interests of the Borrower and such merger or consolidation is otherwise in compliance with the terms of this Agreement and effected for a bona fide business purpose, (b) on terms substantially as favorable to Holdings or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions, (d) transactions for which the board of directors of Holdings has received (and delivered to the Administrative Agent) a written opinion from an Independent Financial Advisor to the effect that the financial terms of such transaction are fair, from a financial standpoint, to Holdings and its Restricted Subsidiaries or not less favorable to Holdings and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate, (e) the entering into of any agreement (and any amendment or modification of any such agreement) to pay, and the payment of, annual management, consulting, monitoring and advisory fees to the Investors in an aggregate amount in any fiscal year not to exceed the greater of (x) $5,000,000 and (y) 2.5% of Consolidated EBITDA, plus all out-of-pocket reasonable expenses incurred by the Investors in connection with the performance of management, consulting, monitoring, advisory or other services with respect to the Borrower and any Restricted Subsidiaries, (f) Restricted Payments permitted under Section 7.06, (g) [reserved], (h) employment and severance arrangements between Holdings and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (i) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of Holdings or any Restricted Subsidiary or Holdings or any other direct or indirect parent of the Borrower, (j) any agreement as in effect as of the Closing Date and set forth on Schedule 7.08 including, without limitation, the Master Consulting and Advisory Services Agreement or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the Closing Date) or any transaction contemplated thereby, (k) payments by Holdings or any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are (x) made pursuant to agreements with the Investors described in the offering memorandum related to the Senior Notes or (y) approved by a majority of the Board of Directors of the Borrower or Holdings or any other direct or indirect parent of the Borrower in good faith, (l) the entering into of any tax sharing agreement or arrangement and any payments permitted by Section 7.06(h)(ii), (m) the issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower or Holdings to the Investors or to Holdings or any other direct or indirect parent of the Borrower or Holdings or to any director, officer, employee or consultant thereof and any contribution to the capital of Holdings, (n) (i) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement, which are fair to Holdings and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of Holdings, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (ii) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business, (o) [reserved], (p) the existence of, or the performance by the Borrower or any Restricted Subsidiaries of its obligations under the terms of the Acquisition Agreement, any stockholders agreement (includingany registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any amendment thereto or similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any Restricted

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Subsidiaries of its obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (p) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the Closing Date, (q) transactions between the Borrower or any Restricted Subsidiaries and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of the Borrower or Holdings or any other direct or indirect parent of the Borrower; provided, however, that such director abstains from voting as a director of the Borrower or such direct or indirect parent of the Borrower, as the case may be, on any matter involving such other Person and (r) pledges of Equity Interests of Unrestricted Subsidiaries.

Section 7.09.Burdensome Agreements.

Holdings and the Borrower shall not, nor shall Holdings or the Borrower permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of Holdings that is not a Guarantor to make Restricted Payments to Holdings or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of Holdings, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Holdings; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the Senior Notes Documentation or (xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit.

Section 7.10.Financial Covenants.

(a)Total Leverage Ratio. Holdings shall not permit the Total Leverage Ratio as of the last day of any fiscal quarter ending during any period set forth in the table below (commencing with the first full fiscal quarter completed after Closing Date) to be greater than the ratio set forth below opposite the last day of any fiscal quarter occurring during the periods set forth below:

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Test Period	Total Leverage Ratio
April 2, 2011--June 29, 2012	5.50 to 1.0
June 30, 2012--September 28, 2012	5.25 to 1.0
September 29, 2012 --June 28, 2013	5.00 to 1.0
June 29, 2013--September 27, 2013	4.75 to 1.0
September 28, 2013--JuneMarch 27, 20142015	4.50 to 1.0
June 28, 2014--March 27, 2015	4.25 to 1.0
March 28, 2015--June 26, 2015	3.754.25to 1.0
June 27, 2015--September 25, 2015	3.504.00 to 1.0
September 26, 2015 and thereafter	3.253.75 to 1.0

(b)Interest Coverage Ratio. Holdings shall not permit the Interest Coverage Ratio as of the last day of any fiscal quarter ending during any period set forth in the table below (commencing with the first full fiscal quarter completed after Closing Date) to be less than the ratio set forth below opposite the last day of any fiscal quarter occurring during the periods set forth below:

Test Period	Interest Coverage Ratio
April 2, 2011--June 29, 2012	1.70 to 1.0
June 30 2012--December 28, 2012	1.85 to 1.0
December 29, 2012--June 27, 2014	2.00 to 1.0
June 28, 2014--March 27, 2015	2.05 to 1.0
March 28, 2015 and thereafter	2.25 to 1.0

(c)Maximum Capital Expenditures.

(i)Holdings and the Borrower shall not and shall not permit the Restricted Subsidiaries to make any Capital Expenditures that would cause the aggregate amount of Capital Expenditures made by Holdings and the Restricted Subsidiaries in any fiscal year commencing with the fiscal year ending December 31, 2010 to exceed $20,000,000.60,000,000.

(ii)Notwithstanding anything to the contrary contained in clause (a)(i) above, (x) to the extent that the aggregate amount of Capital Expenditures made by Holdings and the Restricted Subsidiaries in any fiscal year (for the avoidance of doubt, after giving effect to any CapEx Pull-Forward Amount utilized in the preceding year that reduced the amount of Capital Expenditures that could be made in such year but disregarding any Capital Expenditures made in reliance on any Rollover Amount utilized during such year) pursuant to such clause (i) is less than the amount set forth therein, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the immediately succeeding fiscal year (with such Rollover Amount deemed utilized first in such succeeding year) and (y) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.10(c) (including as a result of the application of clause (x) of this clause (ii)) may be increased by an amount not to exceed 50% of the permitted Capital Expenditure limit in the immediately succeeding year (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that are permitted to be made in the immediately succeeding fiscal year.

(iii)Notwithstanding anything to the contrary contained in clause (c)(i) and (ii) above, in any year in which a Permitted Acquisition is made and in each subsequent year, the annual Capital Expenditure limit set forth in clause (c)(i) above shall be increased by an amount equal to the greater of (x) the average amount of annual Capital Expenditures made by the target entity or target line of business during the immediately preceding three-year period prior to such acquisition (or such shorter period if the target does not have three years of operations) and (y) 3.5% of the total assets acquired in such acquisition.

(iv)In addition to the Capital Expenditures permitted pursuant to the preceding paragraphs (i) (ii) and (iii), the Borrower and its Restricted Subsidiaries may make additional Capital Expenditures in an amount not to

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exceed the portion, if any, of the Cumulative Credit on the date of such Capital Expenditure that the Borrower elects to apply to this Section 7.10(c)(iv).

Section 7.11.Accounting Changes.

Neither Holdings nor the Borrower may make any change in (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal year; provided, however, that Holdings and the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, Holdings, the Borrower and the Administrative Agent will, and hereby are authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

Section 7.12.Prepayments, Etc. of Indebtedness.

(a)Holdings and the Borrower shall not, nor shall Holdings or the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest and principal shall be permitted) the Senior Notes, any Indebtedness constituting a Permitted Refinancing of the Senior Notes, any Indebtedness incurred under Section 7.03 other than (x) Senior Indebtedness permitted under Section 7.03 secured by Liens ranking pari passu to the Obligations and (y) Indebtedness permitted under Section 7.03 that has a maturity date that is prior to the Maturity Date of the Term Loans (including, for the avoidance of doubt, the Existing Notes) (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness constituting a Permitted Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g), such Permitted Refinancing is permitted pursuant to Section 7.03(g), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) in the case of any senior unsecured Indebtedness, including the Senior Notes, refinancing thereof with proceeds of secured Indebtedness otherwise permitted to be incurred hereunder solely to the extent the Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such refinancing of the Senior Notes had been made on the last day of such four quarter period, is less than or equal to 2.50 to 1.00 and such Indebtedness is subject to a Second Lien Intercreditor Agreement, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, if the Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings had been made on the last day of such four quarter period, is less than or equal to 2.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied and (vi) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an amount not to exceed $50,000,000.

(b)Holdings and the Borrower shall not, nor shall they permit any of the Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Section 7.13.Permitted Activities.

Holdings shall not engage in any material operating or business activities; provided that the following shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of

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Holdings and the Borrower, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and directors and (ix) any activities related, complementary or incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations and Holdings shall not own any Equity Interests other than those of the Borrower.

Section 7.14.Amendments of Organization Documents.

Amend any of its Organization Documents in a manner that would be materially adverse to the Lenders.

ARTICLE VIII.

Events of Default and Remedies

Section 8.01.Events of Default.

Any of the following from and after the Closing Date shall constitute an event of default (an “Event of Default”):

(a)Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b)Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to the Borrower) or Article VII (provided that the covenants in Section 7.10(a) and (b) are subject to cure pursuant to Section 8.05); or

(c)Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after written notice thereof by the Administrative Agent or the Required Lenders to the Borrower; or

(d)Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Holdings or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an outstanding aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise); provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided further that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

(f)Insolvency Proceedings, Etc. Any Loan Party or any Restricted Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) consecutive days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) consecutive days, or an order for relief is entered in any such proceeding; or

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(g)Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of Holdings and the Restricted Subsidiaries, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h)Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has an investment grade rating has been notified of such judgment or order and has not denied coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(i)Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or Collateral Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

(j)Change of Control. There occurs any Change of Control; or

(k)Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 6.11 or 6.13 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected Lien, with the priority required by the Collateral Documents on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, (i) except to the extent that any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and (ii) except as to Collateral consisting of Real Property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; or

(l)ERISA. (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of a Loan Party or a Restricted Subsidiary in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) a Loan Party, any Restricted Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect.

Section 8.02.Remedies upon Event of Default.

If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

(a)declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c)require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

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provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Section 8.03.Exclusion of Immaterial Subsidiaries.

Solely for the purpose of determining whether a Default or Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary (an “Immaterial Subsidiary”) affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of Holdings, have assets with a fair market value in excess of 5% of the consolidated total assets of the Borrower and the Restricted Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

Section 8.04.Application of Funds.

After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law):

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest and fees on the Loans, Commitments, Letters of Credit and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of all other Obligations of the Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower as applicable.

Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to the Loan Obligations that

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are Excluded Swap Obligations and (b) Obligations arising under Cash Management Obligations and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Section 8.05.Borrower’s Right to Cure.

(a)Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, in the event of any Event of Default or potential Event of Default under the covenants set forth in Sections 7.10(a) and/or (b) and at any time until the expiration of the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Investors may make a Specified Equity Contribution to Holdings, and Holdings may apply the amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.10 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

(b)(i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than four Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause Holdings to be in Pro Forma Compliance with Sections 7.10(a) and/or (b) for any applicable period and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Sections 7.10(a) and/or (b) for the fiscal quarter immediately prior to the fiscal quarter in which such Specified Equity Contribution was made.

ARTICLE IX.

Administrative Agent and Other Agents

Section 9.01.Appointment and Authorization of Agents.

(a)Each Lender hereby irrevocably appoints, designates and authorizes each of the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

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(c)Each of the Secured Parties hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or in trust for) such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article IX (including, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto.

Section 9.02.Delegation of Duties.

Each of the Administrative Agent and the Collateral Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction).

Section 9.03.Liability of Agents.

No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

Section 9.04.Reliance by Agents.

(a)Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b)For purposes of determining compliance with the conditions specified in Section 4.01 with respect to Credit Extensions on the Closing Date or Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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Section 9.05.Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

Section 9.06.Credit Decision; Disclosure of Information by Agents.

Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates which may come into the possession of any Agent-Related Person.

Section 9.07.Indemnification of Agents.

Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07; provided, further that any obligation to indemnify an L/C Issuer pursuant to this Section 9.07 shall be limited to Revolving Credit Lenders only. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each of the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent or the Collateral Agent, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent, as the case may be, is not reimbursed for such expenses by or on behalf of the Loan Parties. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent or the Collateral Agent, as the case may be.

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Section 9.08.Agents in Their Individual Capacities.

Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrower and its respective Affiliates as though Bank of America were not the Administrative Agent, the Collateral Agent or an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding the Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that neither the Administrative Agent nor the Collateral Agent shall be under any obligation to provide such information to them. With respect to its Loans, Bank of America and its Affiliates shall have the same rights and powers under this Agreement and the other Loan Documents as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, the Collateral Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity. Any successor to Bank of America as the Administrative Agent or the Collateral Agent shall also have the rights attributed to Bank of America under this paragraph.

Section 9.09.Successor Agents.

Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders and the Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon fifteen (15) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable in the case of a resignation, and the Borrower, in the case of a removal, may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or fifteen (15) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent.

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Section 9.10.Administrative Agent May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower or the Collateral Agent) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, by intervention in such proceeding or otherwise:

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Collateral Agent and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Collateral Agent and the Administrative Agent and their respective agents and counsel and all other amounts due to the Lenders, the Collateral Agent and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent or the Collateral Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent or the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent or the Collateral Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.11.Collateral and Guaranty Matters.

The Lenders irrevocably agree:

(a)that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (y) contingent obligations not yet accrued and payable) and the expiration or termination or Cash Collateralization of all Letters of Credit, (ii) at the time the property subject to such Lien is Disposed or to be substantially simultaneously Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to grant a Lien to the Administrative Agent or the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to grant a Lien to the Administrative Agent or the Collateral Agent on such asset, at the option of the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (x) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset, (y) the transfer is between parties organized under the laws of different jurisdictions and the transferee is a Foreign Subsidiary and (z) the priority of the new Lien is the same as that of the original Lien), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below;

(b)the Collateral Agent is authorized to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document on any assets that are excluded from the Collateral;

(c)that any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (other than pursuant to (i) clause (a) of the definition thereof unless such Restricted Subsidiary ceases to be a Restricted Subsidiary or (ii) clause (b) of the definition thereof unless, in the case of this subclause (ii), the Borrower delivers a written request to the Administrative Agent for such

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release and no Default has occurred and is continuing at such time) as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes or any Junior Financing;

(d)that GLS shall be automatically released from its obligations under the Guaranty if GLS ceases to be a Guarantor pursuant to Section 11.09; and

(e)(x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) a First Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Permitted Notes issued pursuant to Section 7.03(s) that are intended to be secured on a pari passu basis with the Obligations and/or (ii) a Second Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral ranking junior to the Lien securing the Obligations that is permitted by Section 7.03, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties.

Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Section 9.12.Other Agents; Arrangers and Managers.

None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “joint bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Section 9.13.Appointment of Supplemental Agents.

(a)It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent or the Collateral Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent and the Collateral Agent are hereby authorized to appoint an additional individual or institution selected by the Administrative Agent or the Collateral Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”).

(b)In the event that the Collateral Agent appoints a Supplemental Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Agent to the extent, and only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Agent shall run to and be enforceable by either the Collateral Agent or such Supplemental Agent, and (ii) the provisions of this Article IX and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Agent and all references therein to the Collateral Agent shall be deemed to be references to the Collateral Agent and/or such Supplemental Agent, as the context may require.

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(c)Should any instrument in writing from any Loan Party be required by any Supplemental Agent so appointed by the Administrative Agent or the Collateral Agent for more fully and certainly vesting in and confirming to it or its such rights, powers, privileges and duties, such Loan Party shall execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent or the Collateral Agent. In case any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Agent.

Section 9.14.Withholding Tax Indemnity.

To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender (which term, for purposes of this Section 9.14, shall include any L/C Issuer) an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 3.01 and Section 3.04 and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such tax was correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Agreement and the repayment, satisfaction or discharge of all other Obligations.

ARTICLE X.

Miscellaneous

Section 10.01.Amendments, Etc.

Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall:

(a)extend or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it being understood that a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b)postpone any date scheduled for, or reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender holding the applicable Obligation (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and it being understood that any change to the definition of “Secured Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest);

(c)reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document (or change the timing of payments of such fees or other amounts) without the written consent of each Lender holding such Loan, L/C Borrowing or to whom such fee or other amount is owed (it being understood that any change to the definition of “Secured Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest);

(d)change any provision of this Section 10.01 or the definition of “Required Lenders” without the written consent of each Lender, or the definition of “Required Class Lenders,” Section 8.04 or, following an exercise of

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remedies pursuant to Section 8.02(a), the definition of “Pro Rata Share” or Section 2.12(a), 2.12(g) or 2.13 without the written consent of each Lender directly affected thereby;

(e)other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f)other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender;

(g)without the written consent of each Lender adversely affected thereby, amend the portion of the definition of “Interest Period” that reads as follows: “one, two, three or six months thereafter or, to the extent agreed by each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter”;

(h)waive or modify any mandatory prepayment of the Term Loans required under Section 2.05 without the written consent of the Required Class Lenders; or

(i)change any provision that would impose any restriction on the ability of any Lender to assign any of its rights or obligations without the written consent of each Lender directly affected thereby;

and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; and (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification.

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. Notwithstanding the foregoing, this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of the Administrative Agent, the applicable Swing Line Lender(s), Holdings and the Borrower so long as the obligations of the Revolving Credit Lenders and, if applicable, the other Swing Line Lender are not affected thereby.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with one or more replacement term loan tranches denominated in Dollars (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.

Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments, waivers and consents hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Class Lenders, the Required Lenders or all of the Lenders, as required, have approved any such amendment, waiver or consent (and the definitions of “Required Class Lenders” and

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“Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Notwithstanding anything to the contrary contained in this Section 10.01, the Borrower and the Administrative Agent may without the input or consent of the Lenders, effect amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provisions of Sections 2.14 and 2.15.

Notwithstanding anything to the contrary contained in this Section 10.01, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Section 10.02.Notices and Other Communications; Facsimile Copies.

(a)General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to Holdings, the Borrower or the Administrative Agent, the Collateral Agent, an L/C Issuer or a Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii)if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to Holdings, the Borrower and the Administrative Agent, the Collateral Agent, an L/C Issuer or a Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(d)), when delivered; provided that notices and other communications to the Administrative Agent, the Collateral Agent, an L/C Issuer and a Swing Line Lender pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b)Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or other electronic communication. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.

(c)Reliance by Agents and Lenders. The Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct as determined in a

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final and non-appealable judgment by a court of competent jurisdiction. All telephonic notices to the Administrative Agent or Collateral Agent may be recorded by the Administrative Agent or the Collateral Agent, and each of the parties hereto hereby consents to such recording.

(d)Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. Each of the Administrative Agent, Holdings or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

Section 10.03.No Waiver; Cumulative Remedies.

No failure by any Lender or the Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 10.04.Attorney Costs and Expenses.

The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to Cahill Gordon & Reindel llp (and one local counsel in each applicable jurisdiction and, solely in the event of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons, taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent, theArrangers, the Amendment No. 3 Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent, the Arrangers and theAmendment No. 3 Arrangers (and one local counsel in each applicable jurisdiction and, solely in the event of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons, taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

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Section 10.05.Indemnification by the Borrower.

Whether or not the transactions contemplated hereby are consummated, from and after the Closing Date, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, and directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent, the Arrangers and theAmendment No. 3 Arrangers and one counsel to the other Lenders (and one local counsel in each applicable jurisdiction and, solely in the event of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons, taken as a whole)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, or (c) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability related in any way to any Loan Parties or any Subsidiary, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final, non-appealable judgment of a court of competent jurisdiction or (y) a material breach of its obligations under the Loan Documents by such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee as determined by the final, non-appealable judgment of a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement unless resulting from the gross negligence or willful misconduct of such Indemnitee, as determined by the final, non-appealable judgment of a court of competent jurisdiction, nor shall any Indemnitee or the Borrower or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) except with respect to Loan Parties to the extent such damages would otherwise be subject to indemnification pursuant to this Section 10.05. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, any Loan Party’s directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of, or assignment of rights by, any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, any indemnification relating to Taxes, other than Taxes resulting from any non-Tax claim, shall be covered by Sections 3.01 and 3.04 and shall not be covered by this Section 10.05.

Section 10.06.Payments Set Aside.

To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall, to the fullest extent possible under provisions of applicable Law, be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or

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repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect.

Section 10.07.Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (except as permitted by Section 7.04) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee pursuant to an assignment made in accordance with the provisions of Section 10.07(b) (such an assignee, an “Eligible Assignee”), (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). 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, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below and subject to Section 10.07(d) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A)    the Borrower (not to be unreasonably withheld or delayed), provided that no consent of the Borrower shall be required for (i) an assignment of all or a portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) an assignment related to Revolving Credit Commitments or Revolving Credit Exposure to a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender or (iii) if an Event of Default has occurred and is continuing, any Assignee;

(B)    the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of (i) all or any portion of a Term Loan to a Lender or an Approved Fund or (ii) all or any portion of a Revolving Credit Commitment to a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender;

(C)    each Principal L/C Issuer at the time of such assignment, provided that no consent of the Principal L/C Issuers shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent; and

(D)    the Swing Line Lenders; provided that no consent of a Swing Line Lender shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent.

Notwithstanding the foregoing or anything to the contrary set forth herein, any assignment of any Loans or Commitments to a Purchasing Borrower Party or a Non-Debt Fund Affiliate shall also be subject to the requirements set forth in Section 10.07(k).

(ii)    Assignments shall be subject to the following additional conditions:

(A)    except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than an amount of $5,000,000 (in the case of each Revolving Credit Loan) or $1,000,000 (in the case of a Term Loan), and shall be in increments of an amount of $1,000,000 in excess thereof unless each of the Borrower and the Administrative Agent otherwise consents, provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

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(B)    the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent, in its sole discretion, may elect to waive such processing and recordation fee;

(C)    the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

(D)    on or before the date on which it becomes a party to this Agreement, the Assignee shall deliver to the Borrower and the Administrative Agent the forms or certifications, as applicable, described in Section 3.01(d), to the extent required thereby.

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis among such Facilities.

(c)Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).

(d)The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and the amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e)Any Lender may at any time sell participations to any Person (other than a natural person, Holdings or any of its Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that requires the affirmative vote of such Lender. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections, including the requirement to provide the forms and certificates pursuant to Section 3.01(d)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting as a non-fiduciary agent of the Borrower (solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Loan Parties and each Non-Debt Fund Affiliate (by its acquisition of a

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participation in any Lender’s rights and/or obligations under this Agreement) hereby agree that if a case under Title 11 of the United States Code is commenced against any Loan Party, to the extent that any Non-Debt Fund Affiliate would have the right to direct any Participant with respect to any vote with respect to any plan of reorganization with respect to any Loan Party (or to directly vote on such plan of reorganization) as a result of any participation taken by such Non-Debt Fund Affiliate pursuant to this Section 10.07(e), such Loan Party shall seek (and each Non-Debt Fund Affiliate shall consent) to provide that the vote of any Non-Debt Fund Affiliate (in its capacity as a Participant) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Non-Debt Fund Affiliate’s vote (in its capacity as a Participant) may be counted to the extent any such plan of reorganization proposes to treat the participation in any Obligations held by such Non-Debt Fund Affiliate in a manner that is less favorable in any material respect to such Non-Debt Fund Affiliate than the proposed treatment of similar Obligations held by Lenders or Participants that are not Affiliates of the Borrower. Each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund Affiliate and in the name of such Non-Debt Fund Affiliate (solely in respect of Loans and participations therein and not in respect of any other claim or status such Non-Debt Fund Affiliate may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph.

(f)A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 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 the Borrower’s prior written consent (not to be unreasonably withheld).

(g)Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h)Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) an SPC shall be entitled to the benefit of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such Sections, including the requirement to provide the forms and certificates pursuant to Section 3.01(d)), but neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement, unless the grant to the SPC was made with the prior written consent of the Borrower, not to be unreasonably withheld or delayed (for the avoidance of doubt, the Borrower shall have reasonable basis for withholding consent if an exercise by SPC immediately after the grant would result in materially increased indemnification obligation to the Borrower at such time), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(i)Notwithstanding anything to the contrary contained herein, without the consent of the Borrower or the Administrative Agent, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a

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Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(j)Notwithstanding anything to the contrary contained herein, any L/C Issuer or Swing Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or Swing Line Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to the Borrower willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable, and the effectiveness of such resignation shall be conditioned upon such successor assuming the rights and duties of the L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans, Eurocurrency Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

(k)(i) Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to any Non-Debt Fund Affiliate or Purchasing Borrower Party in accordance with Section 10.07(b); provided that:

(A)no Default or Event of Default has occurred or is continuing or would result therefrom;

(B)the assigning Lender and Non-Debt Fund Affiliate or Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit M hereto (an “Affiliated Lender Assignment and Assumption”) in lieu of an Assignment and Assumption;

(C)for the avoidance of doubt, Lenders shall not be permitted to assign Revolving Credit Commitments or Revolving Credit Loans to any Purchasing Borrower Party or Non-Debt Fund Affiliate;

(D)any Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled for upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder;

(E)(i) no Purchasing Borrower Party may use the proceeds from Revolving Credit Loans or Swing Line Loans to purchase any Term Loans and (ii) Term Loans may only be purchased by a Purchaser Borrowing Party if, after giving effect to any such purchase, the sum of (x) the excess of the aggregate Revolving Credit Commitments at such time less the aggregate Revolving Credit Exposure plus (y) the amount of unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries shall be not less than $75,000,000;

(F)each Non-Debt Fund Affiliate or Purchasing Borrower Party represents and warrants as of the date of any assignment to such Non-Debt Fund Affiliate or Purchasing Borrower Party pursuant to this Section 10.07(k), that neither the Non-Debt Fund Affiliate or Purchasing Borrower Party nor any of its Affiliate has any MNPI with respect to Holdings, the Borrower or any of its Subsidiaries or securities that either (a) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to Holdings, any of its Subsidiaries or Affiliates) prior to such time or (b) could not reasonably be expected to have a material effect upon, or otherwise be material, (i) to a Lender’s decision to participate in any assignment pursuant to this Section 10.07(k) or (ii) to the market price of the Term Loans; and

(G)no Term Loan may be assigned to a Non-Debt Fund Affiliates pursuant to this Section 10.07(k), if after giving effect to such assignment, Non-Debt Fund Affiliates in the aggregate would own in excess of 25% of all Term Loans then outstanding.

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(ii)Notwithstanding anything to the contrary in this Agreement, no Non-Debt Fund Affiliate shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited, and (ii) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to any Loan Party or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to Article II), or (iii) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent, the Collateral Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents.

(l)Notwithstanding anything in Section 10.01 or the definition of “Required Lenders” or “Required Class Lenders” to the contrary, for purposes of determining whether the Required Lenders or the Required Class Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document:

(x)    all Term Loans held by any Non-Debt Fund Affiliate shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders or Required Class Lenders have taken any actions; and

(y)    all Term Loans, Revolving Credit Commitments and Revolving Credit Exposure held by Debt Fund Affiliates may not account for more than 50% of the Term Loans, Revolving Credit Commitments and Revolving Credit Exposure of consenting Lenders included in determining whether the Required Lenders or the Required Class Lender have consented to any action pursuant to Section 10.01.

Additionally, the Loan Parties and each Non-Debt Fund Affiliate hereby agree that if a case under Title 11 of the United States Code is commenced against any Loan Party, such Loan Party shall seek (and each Non-Debt Fund Affiliate shall consent) to provide that the vote of any Non-Debt Fund Affiliate (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Non-Debt Fund Affiliate’s vote (in its capacity as a Lender) may be counted to the extent any such plan of reorganization proposes to treat the Obligations held by such Non-Debt Fund Affiliate in a manner that is less favorable in any material respect to such Non-Debt Fund Affiliate than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. Each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund Affiliate and in the name of such Non-Debt Fund Affiliate (solely in respect of Loans and participations therein and not in respect of any other claim or status such Non-Debt Fund Affiliate may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph.

Section 10.08.Confidentiality.

Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ managers, administrators, directors, officers, employees, trustees, partners, investors, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority or self regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates); (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08 or becomes available to the Administrative Agent, any Arranger, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than a Loan Party or any Investor or their respective related parties (so long as such source is not known to the Administrative Agent, such Arranger, such Lender, the L/C Issuer or any of their respective Affiliates to be bound by confidentiality obligations to any Loan Party); (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; (i) to any rating

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agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender) or to the CUSIP Service Bureau or any similar organization; or (j) in connection with the exercise of any remedies hereunder, under any other Loan Document or the enforcement of its rights hereunder or thereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from the Loan Parties relating to any Loan Party, its Affiliates or its Affiliates’ directors, managers, officers, employees, trustees, investment advisors or agents, relating to Holdings, the Borrower or any of their Subsidiaries or its business, other than any such information that is publicly available to any Agent, any L/C Issuer or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the Closing Date, such information is clearly identified at the time of delivery as confidential or is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.

Section 10.09.Setoff.

In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have at Law.

Section 10.10.Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 10.11.Counterparts.

This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

Section 10.12.Integration; Termination.

This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents

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or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 10.13.Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 10.14.Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.15.GOVERNING LAW.

THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(a)ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 10.16.WAIVER OF RIGHT TO TRIAL BY JURY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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Section 10.17.Binding Effect.

This Agreement shall become effective when it shall have been executed by the Loan Parties and the Administrative Agent shall have been notified by each Lender, the Swing Line Lenders and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their respective successors and assigns, in each case in accordance with Section 10.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

Section 10.18.USA Patriot Act.

Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name, address and tax identification number of the Borrower and other information regarding the Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the USA Patriot Act. This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative Agent.

Section 10.19.No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby, each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Agents, theArrangers, the Amendment No. 3 Arrangers and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Agents, theArrangers, the Amendment No. 3 Arrangers and the Lenders is and has been acting solely as a principal and except as expressly agreed in writing by the relevant parties, is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Agents, theArrangers, the Amendment No. 3 Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto except as expressly agreed in writing by the relevant parties, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Agents, theArrangers, the Amendment No. 3 Arrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Agents, the Arrangers, the Amendment No. 3 Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Agents, theArrangers, the Amendment No. 3 Arrangers or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Agents, the Arrangers, the Amendment No. 3 Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

ARTICLE XI.

Guarantee

Section 11.01.The Guarantee.

Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes, if any, held by each Lender of, the Borrower (other than such Guarantor), and all other Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Holdings or any Restricted Subsidiary under any Secured Hedge Agreement or any Cash Management

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Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”); provided that the Guaranteed Obligations shall exclude, with respect to any Guarantor at any time, Excluded Swap Obligations with respect to such Guarantor at such time. The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 11.02.Obligations Unconditional.

The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i)at any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii)any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii)the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv)any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v)the release of any other Guarantor pursuant to Section 11.09 or otherwise.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

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Section 11.03.Reinstatement.

The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 11.04.Subrogation; Subordination.

Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 7.03(b)(ii) or 7.03(d) shall be subordinated to such Loan Party’s Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.

Section 11.05.Remedies.

The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01.

Section 11.06.Instrument for the Payment of Money.

Each Guarantor hereby acknowledges that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

Section 11.07.Continuing Guarantee.

The guarantee in this Article XI is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

Section 11.08.General Limitation on Guarantee Obligations.

In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Section 11.09.Release of Guarantors.

If, in compliance with the terms and provisions of the Loan Documents, Equity Interests of any Subsidiary Guarantor (a “Transferred Guarantor”) are sold or otherwise transferred, following which transfer such Subsidiary Guarantor ceases to be a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect the releases described in this Section 11.09.

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At the request of the Borrower, GLS shall be released from its obligations as a Guarantor under this Agreement and the Collateral Agent shall take such actions as are necessary to effect the releases described in this Section 11.09. At such time that GLS is released from its obligation as a Guarantor, GLS shall remain a Restricted Subsidiary for all other purposes of this Agreement and the other Loan Documents unless and until GLS no longer constitutes a Restricted Subsidiary pursuant to the definition thereof. At any time after a release of GLS pursuant to this Section 11.09, the Borrower shall not be contractually obligated to make Investments in GLS beyond its pro rata share of the outstanding economic interest in GLS.

When all Commitments hereunder have terminated, and all Loans or other Obligation hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement.

Section 11.10.Right of Contribution.

Each Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04. The provisions of this Section 11.10 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Section 11.11.Keepwell.

Each Loan Party that is a Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party with respect to such Swap Obligation as may be needed by such Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article XI voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

DYNCORP INTERNATIONAL INC.
By:
	Name:
	Title:

[GUARANTORS]
By:
	Name:
	Title:

CITIBANK, N.A., as a Lender
By:
	Name:
	Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender
By:
	Name:
	Title:

BARCLAYS BANK PLC, as a Lender
By:
	Name:
	Title:

BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent
By:
	Name:
	Title:

BANK OF AMERICA, N.A., as L/C Issuer, Swing Line Lender and as a Lender
By:
	Name:
	Title:

EX-10.30

SECONDMENT AGREEMENT

THIS SECONDMENT AGREEMENT (the “Agreement”) is made and entered into with an effective date as of August 8, 2014 (the “Effective Date”), by and among Cerberus Operations and Advisory Company, LLC (“COAC”), a Delaware limited liability company, DynCorp International LLC. ("DynCorp" or the “Company”), a Delaware Corporation, and James Geisler (“Secondee”), a natural person and employee of COAC. For purposes of this Agreement, COAC, DynCorp, and Secondee each may be referred to individually as a “Party”, and collectively as the “Parties”.

WITNESSETH:

WHEREAS, COAC employs a team of personnel who have significant knowledge, experience, skills and training across a range of industries, companies and functional areas of business activity, including Secondee; and

WHEREAS, COAC periodically makes the services of its personnel available to Cerberus portfolio companies under secondment arrangements in order to assist them with various business needs, including, but not limited to, company management and oversight, support for transactional due diligence, acquisition planning, and staffing of special projects; and

WHEREAS, DynCorp desires to receive from COAC, and COAC has agreed to make available to the DynCorp, the services of Secondee as more particularly set forth in this Agreement; and

WHEREAS, Secondee has confirmed his willingness to accept the foregoing secondment on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows:

Section 1. Certain Definitions. For purpose of this Agreement (including, without limitation, the appendices attached hereto), the following terms shall have the following meanings:

“Affiliate” or a Person shall mean (i) when used in relation to DynCorp means DynCorp and all direct and indirect subsidiaries and entities under the common control of DynCorp, but not COAC or its Affiliates: and (ii) when used in relation to COAC, any entity that is owned or controlled by funds or accounts managed, directly or indirectly, by CCM or Stephen A. Feinberg, but not DynCorp or any of its subsidiaries or other entities controlled by DynCorp.

“CCM” shall mean Cerberus Capital Management, L.P.

“Employment Arrangements” shall mean any employment agreements, offer letters, covenants agreements and/or other employment related arrangements between COAC and Secondee as may be in effect from time-to-time, including any amendments thereto.

“Person” shall mean any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental body, registered or unregistered pooled investment vehicle, managed account, or other entity of any kind.

“Portfolio Company” shall mean any Person in, or with respect to which, CCM or any of its Affiliates has made an investment (debt, equity or otherwise).

“Indemnification Rights” shall mean all rights and claims to indemnification and advancement of expenses as more particularly set forth in Appendix 2 to this Agreement.

Section 2.     Term. This Agreement shall commence on and with effect from the Effective Date and shall continue thereafter until terminated as set forth in Section 9 of this Agreement (such period, the “Term”).

Section 3.     Secondment. COAC hereby seconds to DynCorp the services of Secondee on a full-time basis during the Term in accordance with the terms and conditions of this Agreement, and DynCorp hereby accepts such secondment.

Section 4. Secondment Services; Duties; Authority.

A.     During the Term, Secondee will serve as the Company's Interim Chief Executive Officer (such position, the “CEO”) and, in such capacity, shall be available to provide DynCorp and its Affiliates management, general oversight, and day-to-day operational assistance of the Company (collectively, the “Secondment Services”). Such Secondment Services shall include, without limitation, advice and assistance regarding: (i) management of the Company's processes and other operations, (ii) management of the Sales function and relationships with key customers, (iii) oversight and understanding of the financial planning, budgeting, reporting, and forecasting, and (iv) such other support and assistance as the Company's Board of Directors may request from time-to-time or as Secondee may deem reasonably necessary in furtherance of the foregoing activities and/or his duties and obligations hereunder.

B.     Except to the extent set forth below, during the Term Secondee shall devote substantially all of his working time, attention, skill and effort to the performance of Secondment Services, and shall use his reasonable best efforts to (i) provide such services in a timely, competent and professional manner, in material compliance with applicable laws and such reasonable and lawful directions as Secondee may receive from time-to-time from DynCorp's Board of Directors or other designated representatives, (ii) keep DynCorp reasonably informed of relevant information regarding his activities with respect to the Secondment Services, and (iii) refrain from acting in a manner adverse to DynCorp's business or interests when providing the Secondment Services. Notwithstanding the foregoing, DynCorp understands and agrees that in his capacity as an employee of COAC, Secondee may be asked from time-to-time to perform services for COAC that are unrelated to DynCorp

or the Secondment Services contemplated by this Agreement, and that it shall not be a violation of this Agreement for Secondee to provide such services to COAC so long as they do not materially interfere with the performance of Secondee's responsibilities under this Agreement.

C.     For purposes of this Agreement, the Parties acknowledge and agree that Secondee has been duly appointed by the Board to serve as the Interim CEO in accordance with the terms and conditions of this Agreement and such other delegations of authority as the Board has or may deem appropriate. Secondee shall have the authority to bind or commit DynCorp.

D.     Secondee agrees that he shall (i) perform his responsibilities as CEO without additional compensation from the Parties or their respective Affiliates, and (ii) use his commercially reasonable best efforts to carry out his responsibilities in such position in a manner consistent with his fiduciary and legal obligations to DynCorp, notwithstanding any other obligations he may have to any other Person.

Section 5. Fees and Expenses.

A. Service Fees. In consideration of the Secondment Services provided under this Agreement, DynCorp shall pay to COAC the service fees ("Service Fees") set forth in Appendix 1 to this Agreement, as such fees may be modified from time-to-time by mutual agreement of DynCorp and COAC in writing. Beginning September 1, 2014, all Service Fees shall be billed to DynCorp on a monthly basis, in arrears, and shall be paid by DynCorp not later than thirty (30) calendar days after the date of the applicable invoice.

B.     Expenses. In addition to the Service Fees, DynCorp shall reimburse COAC for all reasonable and necessary expenses incurred by COAC or Secondee in the performance of the Secondment Services. Such expenses shall be invoiced to DynCorp on a periodic basis and shall be paid by DynCorp to COAC not later than thirty (30) calendar days after the date of the relevant invoice. Any claims for expenses by COAC shall be subject to the presentation of appropriate documentation in accordance with DynCorp's policies and procedures for the reimbursement of expenses, as such policies may be amended from time-to-time by DynCorp upon prior written notice to COAC and Secondee. Notwithstanding the foregoing, DynCorp and Secondee agree that it would be to their mutual benefit for Secondee to obtain reimbursement of his expenses directly from DynCorp rather than running them through COAC, and that DynCorp and Secondee shall utilize this means of reimbursement in connection with Expenses arising under this Agreement.

C.     Form of Payment. All amounts billed hereunder shall be paid in US dollars by wire transfer of immediately available funds to such bank account or accounts as COAC may designate from time-to-time in writing, without any deduction, withholding or offset except to the extent required by applicable law.

D.     Corporate Policies. Secondee shall at all times remain subject to the policies and procedures set forth in COAC's Compliance Policies and Procedures Manual, as may be amended from time-to-time, and all other policies and procedures as may be established from time-to-time by COAC or its Affiliates. Secondee shall at all times during the Term also be subject to DynCorp's policies and procedures, to the extent not expressly inconsistent with those of COAC, except that Secondee agrees that he shall at all times during the

Term be subject to DynCorp's policies regarding equal employment, non-discrimination/harassment and compliance with the Foreign Corrupt Practice Act regardless of any conflict with COAC's policies. The reimbursement of expenses incurred by COAC or Secondee in the performance of the Secondment Services shall be governed by DynCorp's policies and paid per Section 5.B above.

Section 6. Independent Contractor Relationship.

A.     The relationship under this Agreement between DynCorp and its Affiliates on the one hand, and COAC, Secondee and their respective Affiliates on the other hand, shall at all times be and shall remain that of independent contractors and such relationship will govern all relations between and among such parties arising hereunder. At all times during the Term, COAC shall be the sole employer of Secondee for any and all purposes, and neither DynCorp nor any of its Affiliates shall be considered or deemed an employer of Secondee for any purpose.

B.     Unless otherwise agreed in writing by COAC and DynCorp, Secondee shall not be entitled to, and shall not be paid, any salary, bonus or other remuneration by, nor participate in any benefit programs of, any Person other than COAC by virtue of this Agreement, including, without limitation, DynCorp or any of its Affiliates. Notwithstanding the foregoing, and for purposes of clarity and avoidance of doubt the payment of any amount to or for the benefit of Secondee in connection with any Indemnification Rights shall not constitute or be deemed to constitute remuneration under this Agreement. Secondee acknowledges that Secondee is not an employee of DynCorp and is not entitled to participate in any benefit plans or arrangements provided by DynCorp for the benefit of its employees (other than such benefits as may be provided pursuant to any Indemnification Rights).

C.     During the Term, COAC shall retain sole responsibility for:

(i)     Payment of Secondee's base salary (less applicable withholding and other customary payroll deductions); and

(ii)     Providing employee related benefits to Secondee under the terms and conditions of COAC's employee benefit plans and programs as COAC may have in effect from time­ to-time, subject in each case to any eligibility requirements, enrollment criteria or other terms and provisions of such plans or programs and as otherwise set forth in Secondee's Employment Agreements with COAC.

D.     Secondee shall at all times remain subject to the policies and procedures set forth in COAC's Compliance Policies and Procedures Manual, as may be amended from time-to-time, and all other policies and procedures as may be established from time-to-time by COAC or its Affiliates.

E.     DynCorp shall not, and shall cause its Affiliates not to, (i) pay any contributions to Social Security, unemployment insurance, or federal or state withholding taxes with respect to Secondee, (ii) carry workers' compensation, life, disability insurance or health care benefits for Secondee or (iii) provide any other

contributions or benefits to Secondee that might be expected in an employer-employee relationship (other than the Indemnification Rights), and Secondee expressly waives any right to such participation or coverage.

Section 7. Exclusivity: Conflicts of Interest.

A.     DynCorp understands and agrees that (i) the Secondment Services to be provided by COAC pursuant to this Agreement are not, and in no event shall be deemed to be, exclusive to DynCorp or its Affiliates, and (ii) COAC is and shall remain free to render to other Persons services similar to the Secondment Services, and to engage in all such activities as COAC may deem appropriate, notwithstanding any other provision of this Agreement to the contrary.

B.     DynCorp understands and agrees that (i) COAC and Secondee have a variety of corporate, business, employment, investment and/or other relationships with CCM and its Affiliates (the ''CCM Group"), including companies that may hold investment interests in and/or do business with DynCorp and its Affiliates, and (ii) during the course of providing the Secondment Services, COAC and/or Secondee may acquire information or knowledge about, or participate in, transactions, business opportunities and/or other matters that could be of potential relevance or interest to DynCorp or its Affiliates, including matters that could present an actual or potential conflict of interest between one or more members of the CCM Group on the one hand and DynCorp or its Affiliates on the other hand. DynCorp hereby acknowledges, on behalf of itself and its Affiliates, that the CCM Group intends to establish and maintain such relationships, and that the mere existence of these relationships alone does not present any actual or potential conflicts of interest under this Agreement or otherwise.

C.     If during the Term, any of COAC, DynCorp or Secondee determines in its or his good faith judgment that it, he or one of the other Parties has an actual or potential conflict arising from or relating to the delivery or receipt of the Secondment Services, such discovering Party will disclose the fact of such conflict to the other Parties and the Party with the actual or potential conflict will, at its election in its sole discretion, either (i) eliminate the conflict, (ii) resolve the conflict in a manner satisfactory to the Parties, (iii) cease providing or receiving the particular service or services giving rise to such conflict, or (iv) terminate the Secondment Services and/or this Agreement.

D.     Notwithstanding the foregoing or any other provision of this Agreement to the contrary, no member of the CCM Group, including COAC or Secondee, shall: (i) have any sort of duty or obligation to disclose to DynCorp or its Affiliates any confidential information that any member of the CCM Group may acquire about the business, operations or activities of any other Person, even if such information could be deemed material and relevant information to DynCorp or its Affiliates; (ii) have any sort of liability to DynCorp or its Affiliates for breach of any duty or obligation by reason of using and/or not disclosing such confidential information; or (iii) have any sort of duty or obligation to communicate, offer or direct to DynCorp or is Affiliates any business opportunity of which any member of the CCM Group may become aware as a member of the CCM Group, even if such member of the CCM Group has knowledge that DynCorp or its Affiliates might be interested in such business opportunity.

Section 8.     Indemnification. As additional consideration for COAC and Secondee having entered into this Agreement, and notwithstanding any other provision of this Agreement to the contrary, DynCorp hereby agrees to provide to COAC, Secondee and each of their respective Affiliates the Indemnification Rights set forth

in the Indemnification Supplement attached to this Agreement as Appendix 2, the provisions of which are hereby incorporated into this Agreement by this reference.

Section 9. Termination.

A.     Either COAC or DynCorp may terminate this Agreement at any time and for any reason upon five (5) business days prior written notice to the other Party.

B.     Upon termination of this Agreement and/or the Secondment Services, Secondee shall return to his duties at COAC on a full-time basis and DynCorp shall have no liability to COAC or Secondee for any aspect of Secondee's employment with COAC (other than in respect of the Indemnification Rights) other than in respect of any unpaid fees or expenses incurred prior to the date of termination.

C.     For the avoidance of doubt, at all times during the Term of this Agreement (or otherwise), COAC shall have the right, in its sole discretion, to terminate the employment relationship between Secondee and COAC, with or without cause, subject only to such Employment Arrangements as may be in effect at the time of such termination. In the event that Secondee's employment with COAC is terminated during the Term of this Agreement, any Secondment Services that are being provided to DynCorp or its Affiliates hereunder shall automatically terminate, without any further action of the Parties and without any liability or obligation on the part of COAC or its Affiliates to complete or otherwise continue any Secondment Services (whether planned or in progress).

D.     Notwithstanding any other provision of this Agreement to the contrary, and except to the extent otherwise set forth in Section 21 below, this Agreement shall terminate an Affiliate of COAC.

Section I0.     Severability. If any term or provision of this Agreement shall be found to be illegal or otherwise unenforceable, the same shall not invalidate the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary by the adjudication to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced immediately, without any further action on the part of any Party, in the event that DynCorp is no longer accordingly, preserving to the fullest extent permissible the intent and agreement of the Parties set forth in this Agreement.

Section 11.     Waiver. The rights and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law (i) no claim or right arising out of this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other Party, (ii) no waiver that may be given by a Party shall be applicable except in the specific instance for which it is given, and (iii) no notice to or demand on one Party shall be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

Section 12. Benefit of Agreement; Delegation of Duties Prohibited.

A.     This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors, assigns, heirs, and legal representatives, including any entity with which COAC or DynCorp may merge or consolidate or to which all or substantially all of its assets may be transferred. This Agreement also shall inure to the benefit of any Affiliate of COAC, as well as their successors and assigns, including any entity with which any Affiliate of COAC may merge or consolidate or to which all or substantially all of their assets may be transferred.

B.     Secondee hereby irrevocably consents to any such merger, consolidation or transfer as set forth in Section 12.A of this Agreement.

C.     The duties and covenants of Secondee under this Agreement, being personal, may not be delegated.

Section 13.     Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and shall be deemed to have been duly given (i) on the date delivered if personally delivered, (ii) upon receipt by the receiving party of any notice sent by registered or certified mail (first-class mail, postage pre-paid, return receipt requested) or (iii) on the date targeted for delivery if delivered by nationally recognized overnight courier or similar courier service, in each case to the appropriate addresses set forth below (or to such other addresses as a Party may designate by notice, from time-to-time to the other Party):

If to COAC:     Cerberus Operations and Advisory Company, LLC

875 Third Avenue

New York, NY 10022

Attention:     Lisa Gray, Esq.

General Counsel

212-284-7925

With a copy to:

Cerberus Operations and Advisory Company, LLC

875 Third Avenue

New York, NY 10022

Attention:     Jayne Binzer

Human Resources Executive

646-886-3614

If to DynCorp:     DynCorp International LLC.

1700 Old Meadow Road

McLean, VA 22102

Attention: William Kansky, CFO

With a copies to:     DynCorp International LLC.

1700 Old Meadow Road

McLean, VA 221 02

Attention: General Counsel

If to Secondee:     James Geisler

c/o Cerberus Operations and Advisory Company, LLC

875 Third Avenue

New York, NY I 0022

Section 14. Exculpation; Limitation of Liability.

A.     In providing the Secondment Services hereunder, Secondee and COAC shall have a right to rely on the truthfulness and accuracy of the books, records and other information received from DynCorp and its Affiliates, and shall be exculpated from any and all liabilities arising from or relating to any action or failure to act based on information contained in the records or books of account of DynCorp and its Affiliates, including financial statements, or on information supplied to Indemnitee by the officers of DynCorp and its Affiliates in the course of their duties, or on the advice of legal counsel for the DynCorp or its Affiliates or on information or records given or reports made to DynCorp and its Affiliates by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by DynCorp. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of DynCorp or its Affiliates shall not be imputed to COAC or Secondee for purposes of determining any right to indemnification or advancement of expenses under Appendix 2 to this Agreement.

B.     In no event shall (i) COAC or Secondee be liable to DynCorp or any other Person for incidental, special, indirect, punitive, exemplary, consequential, lost profits or other similar damages (“Special Damages”), even if COAC or Secondee has been advised of the possibility of such Special Damages prior to the conduct giving rise to the alleged liability, or (ii) the aggregate liability of COAC and Secondee in connection with any Proceeding (as defined in Appendix 2), or any claim, issue or matter therein, including the performance or failure to perform any Secondment Services under this Agreement, ever exceed, in the aggregate, the total amount of fees actually paid by DynCorp to COAC during the Term of this Agreement.

Section 15.     Entire Agreement, Amendments. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the Parties with respect to the subject matter hereof except for the Employment Agreements. This Agreement may not be amended orally, but only by an agreement in writing signed by the Parties.

Section 16.     Governing Law; Jurisdiction; Jury Trial Waiver. Except to the extent otherwise set forth in the Indemnification Supplement, any and all actions or controversies arising out of this Agreement or the termination hereof or thereof: including, without limitation, tort claims, shall be construed and enforced in accordance with the internal laws of the State of New York, without regard to the conflict of law principles thereof other than Section 5-1401 of the New York General Obligations Law. With respect to any such actions or controversies, the Parties hereto hereby (a) irrevocably consent and submit to the sole exclusive jurisdiction of the United States District Court for the Southern District of New York located in Manhattan, or the Courts of the State of New York located in Manhattan, (b) irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or hereafter have to the laying of the venue of any such actions or controversies in any such courts or that any such any such actions or controversies which is brought in any such courts has been brought in an inconvenient forum, and (c) IRREVOCABLY WAIVE ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY SUCH ACTIONS OR CONTROVERSIES AND REPRESENTS THAT SUCH PARTY HAS CONSULTED WITH COUNSEL SPECIFICALLY WITH RESPECT TO THIS WAIVER OR HAS VOLUNTARILY ELECTED NOT TO DO SO.

Section 17.     Section Headings, Construction. The headings of Sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation. All references to ''Section" or "Sections" refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement shall be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms. Given the full and fair opportunity provided to each Party to consult with their respective attorneys with respect to the terms of this Agreement, ambiguities shall not be construed against any Party by virtue of such Party having drafted the subject provision

Section 18.     Validity. The invalidity or enforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect.

Section 19.     Counterparts. This Agreement may be executed in one more counterparts, any of which may be signed and exchanged by email, and each of which shall be deemed to be an original but all of which together shall constitute one and the same Agreement.

Section 20.     Agreement to Take Actions. Each Party to this Agreement shall execute and deliver such documents, certificates, agreements and other instruments, and shall take all other actions, as may be reasonably necessary or desirable in order to perform their or its obligations under this Agreement.

Section 21.     Survival. The provisions of this Agreement shall be in effect during the Term of the Secondment and Sections 1, 5, 7, 8 and 9-21 (inclusive) shall survive the termination of this Agreement.

[Remainder of Page Intentionally Left Blank – Signatures Follow on Next Page]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date.

CERBERUS OPERATIONS AND ADVISORY COMPANY, LLC

Title: Chief Executive Officer

DynCorp International LLC.

SECONDEE

APPENDIX 1

SERVICE FEES

ANNUAL RATE OF $1,630,355 BEGINNING AUGUST 8, 2014.

APPENDIX 2

INDEMNIFICATION SUPPLEMENT

1.     Indemnification. DynCorp hereby agrees to indemnify and hold harmless Secondee, COAC and COAC's Affiliates (individually and collectively, the "Indemnitees") to the fullest extent permitted by Applicable Law (as hereinafter herein) in connection with any Proceedings (as hereinafter defined) or any claim, issue or matter therein, arising from or relating to the provision of Secondment Services under the Secondment Agreement, provided that the Indemnitee shall have acted in good faith and in a manner that he or it reasonably believed to be in or not opposed to the best interests of DynCorp, as applicable, and with respect to any criminal Proceeding, had no reasonable cause to believe his or its conduct was unlawful. In furtherance of the foregoing, and without limiting the generality thereof:

(a)     Proceedings Other Than Proceedings by or in the Right of DynCorp. Each of the Indemnitees shall be entitled to the rights of indemnification provided in this Section l (a) if such Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined), other than a Proceeding by or in the right of DynCorp or its Affiliates. Pursuant to this Section l(a), the Indemnitees shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitees, or on his or its behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of DynCorp or its Affiliates, as applicable, and with respect to any criminal Proceeding, had no reasonable cause to believe his or its conduct was unlawful.

(b)     Proceedings by or in the Right of DynCorp. Each of the Indemnitees shall be entitled to the rights of indemnification provided in this Section l (b) if such Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of DynCorp or its Affiliates. Pursuant to this Section 1(b), an Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by such Indemnitee, or on the Indemnitee's behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of DynCorp or its Affiliates, as applicable; provided, however, if Applicable Law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which an Indemnitee shall have been adjudged to be liable to DynCorp or its Affiliates unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

2.     Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Indemnification Supplement, DynCorp shall and hereby does indemnify and hold harmless each of the Indemnitees from and against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such participant in any Proceeding (including a Proceeding by or in the right of DynCorp or its Indemnitee, or on his or its behalf, if such Indemnitee is, or is threatened to be made, a party to or Affiliates), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of the Indemnitee.

(a)     Whether or not the indemnification provided in Section 1 hereof is available, in respect of any threatened, pending or completed action, suit or Proceeding in which DynCorp is jointly liable with one or more Indemnitees (or would be if joined in such action, suit or proceeding), DynCorp shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring the relevant Indemnitees to contribute to such payment and DynCorp hereby waives and relinquishes any right of contribution it may have against the Indemnitees. DynCorp shall not enter into any settlement of any action, suit or proceeding in which DynCorp is jointly liable with one or more of the Indemnitees (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against such Indemnitee.

(b)     DynCorp hereby agrees to fully indemnify and hold harmless each of the Indemnitees from and against any claims of contribution which may be brought by officers, directors or employees of DynCorp, other than an Indemnitee, who may be jointly liable with an Indemnitee.

(c)     To the fullest extent permissible under Applicable Law, if the indemnification provided for in this Indemnification Supplement is unavailable to an Indemnitee for any reason whatsoever, DynCorp, in lieu of indemnifying such Indemnitee, shall contribute to the amount incurred by such Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Indemnification Supplement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by DynCorp and the applicable Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of DynCorp (and its directors, officers, employees and agents) and the applicable Indemnitee in connection with such event(s) and/or transaction(s).

3.     Advancement of Expenses. Notwithstanding any other provision of this Indemnification Supplement, DynCorp shall advance all Expenses incurred by or on behalf of an Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by DynCorp of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of the Indemnitee to repay any Expenses advanced if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 3 shall be unsecured and interest free.

4.     Presumptions Regarding Entitlement to Indemnification. For avoidance of doubt, it is the intent of this Indemnification Supplement to secure for each of the Indemnitees rights of indemnity that are as favorable as may be permitted under the Delaware General Corporation Law and public policy of the State of Delaware (regardless of the fact that DynCorp is a Delaware limited liability company).

(a)     The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Indemnification Supplement) of itself adversely affect the right of an Indemnitee to indemnification or create a presumption that an Indemnitee did not act in good faith and in a manner which he or it reasonably believed to be in or not opposed to the best interests of DynCorp or, with respect to any criminal Proceeding, that an Indemnitee had reasonable cause to believe that his or its conduct was unlawful.

(b)     Notwithstanding anything in this Indemnification Supplement to the contrary, no determination as to entitlement to indemnification under this Indemnification Supplement shall be required to be made prior to the final disposition of the Proceeding, and in making any determination with respect to indemnification hereunder, the Person making such determination shall presume that the Indemnitees are entitled to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

5. Non-Exclusivity: Insurance: Subrogation.

(a)     The rights of indemnification as provided by this Indemnification Supplement shall not be deemed exclusive of any other rights to which an Indemnitee may at any time be entitled under applicable law, the Limited Liability Agreement of DynCorp (the "LCC Agreement"), any policies in effect at DynCorp from time-to-time or any other arrangement. No amendment, alteration or repeal of this Indemnification Supplement or of any provision hereof shall limit or restrict any right of an Indemnitee under this Indemnification Supplement in respect of any action taken or omitted by such Indemnitee prior to such amendment, alteration or repeal. To the extent that a change in Applicable Law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the LLC Agreement or this Indemnification Supplement, it is the intent of the parties hereto that the Indemnitees shall enjoy by this Indemnification Supplement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)     To the extent that DynCorp maintains an insurance policy or policies providing for liability insurance for directors, officers, employees, or agents or fiduciaries of DynCorp or of any other Person, each Indemnitee shall be entitled to the coverage provided by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, DynCorp has director and officer liability insurance in effect, DynCorp shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. DynCorp shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of each Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c)     In the event of any payment under this Indemnification Supplement, DynCorp shall be subrogated to the extent of such payment to all of the rights of recovery of an Indemnitee under

any insurance policy maintained by DynCorp, and such Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable DynCorp to bring suit to enforce such rights.

6.     Duration of Indemnification and Advancement Rights. All agreements and obligations of DynCorp contained herein shall continue during the Term and for a period of six (6) years thereafter, and shall continue thereafter so long as an Indemnitee shall be subject to any Proceeding, whether or not he or it is providing Secondment Services at the time any liability or expense is incurred for which indemnification can be provided under this Indemnification Supplement. This Indemnification Supplement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of DynCorp), assigns, spouses, heirs, executors and personal and legal representatives.

7.     Vesting and Rights of Priority. Notwithstanding any provision of this Indemnification Supplement to the contrary, DynCorp understands and agrees that the rights of indemnification and advancement of expenses conveyed to the Indemnitees under this Indemnification Supplement are fully vested as of the date of this Indemnification Supplement and are primary in right of priority to any indemnification or advancement rights that an Indemnitee may have under any Employment Arrangement, governance document, or insurance policy to which COAC or its Affiliates is or may become a party, all of which shall be secondary in right of priority to the obligations of DynCorp under this Indemnification Supplement. To the extent that an Indemnitee collects any amount from DynCorp pursuant to its indemnification or advancement obligations under this Indemnification Supplement, any indemnification or advancement obligations that COAC or its Affiliates may have with respect to such Indemnitee shall be reduced by the amount so collected, and in the event that COAC or its Affiliates pay any amount to or for the benefit of an Indemnitee in connection with their respective indemnification or advancement obligations (including any amount paid by or on behalf of insurance carriers), the entity that made such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the applicable Indemnitee under this Indemnification Supplement.

8. Definitions. For purposes of this Indemnification Supplement:

(a)     "Applicable Law" means, for the purpose of construing and enforcing the terms and conditions of this Indemnification Supplement only, the Delaware General Corporation Law, as amended from time to time, and the public policy of the State of Delaware.

(b)     "Secondee Status" describes the status of a Person who is or was a director, officer, employee, agent, fiduciary or provider of Secondment Services to DynCorp or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the request of DynCorp pursuant to the Secondment Agreement.

(c)     "Expenses" shall include, without limitation, 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, participating, or being or preparing to be a witness in a Proceeding. Expenses also shall include all Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by an Indemnitee or the amount of judgments or fines against an Indemnitee.

(d)     "Proceeding" includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of DynCorp or otherwise and whether civil, criminal, administrative or investigative, in which the Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer, director, employee, agent, or representative of or provider of Secondment Services to, DynCorp or its Affiliates, by reason of any action taken by him or of any inaction on his or its part while acting as an officer, director, employee, agent, or representative of or provider of Secondment Services to, DynCorp or its Affiliates, or by reason of the fact that he or it is or was serving at the request of DynCorp as a director, officer, employee, agent, representative of, or provider of Secondment Services to, another corporation, partnership, joint venture, trust or other Person; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Indemnification Supplement: including one pending on or before the date of this Indemnification Supplement.

9.     Notice By Indemnitee. Each Indemnitee agrees promptly to notify DynCorp in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. Notwithstanding the foregoing, the failure to so notify DynCorp shall not relieve DynCorp of any obligation which it may have to any Indemnitee under this Indemnification Supplement or otherwise unless and only to the extent that such failure or delay is found to have materially prejudiced DynCorp.

10.     Severability. The invalidity of unenforceability of any provision of this Indemnification Supplement shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Indemnification Supplement is intended to confer upon the Indemnitees indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

11.     Modification and Waiver. No supplement, modification, termination or amendment of this Indemnification Supplement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Indemnification Supplement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

EX-21.1

	Exhibit 21.1
Subsidiary Name	State of Incorporation or Organization
Casals & Associates, Inc.	Virginia
DIV Capital Corporation	Delaware
DTS Aviation Services LLC	Nevada
DynCorp International LLC	Delaware
Dyn Marine Services of Virginia LLC	Virginia
DynCorp Aerospace Operations LLC	Delaware
DynCorp International Services LLC	Virginia
Phoenix Consulting Group, LLC	Alabama
Services International LLC	Delaware
Worldwide Humanitarian Services LLC	Delaware
Worldwide Recruiting and Staffing Services LLC	Delaware
DynCorp International Inc.	Delaware
Heliworks LLC	Florida
Global Aviation Consultancy Services LLC	Delaware
DynCorp International (UK) Ltd. (formerly DCH Ltd.)	United Kingdom
DynCorp (Aust.) Pty. Limited	Australia
DynCorp Aerospace Operations (U.K.) Ltd.	United Kingdom
DynCorp International Services GmbH	Germany
DI Aerospace Integrated Solutions Ltda	Columbia
DI Air Columbia SAS	Columbia
AVICOM do Brasil Manutencao de Aeronaves Ltda	Brazil
Airport & MRO Facilities Nigeria Limited	Nigeria

EX-31.1

Exhibit 31.1

CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

Fair Presentation of the Delta Tucker Holdings, Inc. Financial Statements

Establishment and Maintaining Disclosure Controls and Procedures

I, James. E. Geisler, certify that:

1. I have reviewed this Annual Report on Form 10-K of Delta Tucker Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ James E. Geisler
James E. Geisler
Interim Chief Executive Officer
(Principal Executive Officer)
Date:	March 31, 2015

EX-31.2

Exhibit 31.2

CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

Fair Presentation of the Delta Tucker Holdings, Inc. Financial Statements

Establishment and Maintaining Disclosure Controls and Procedures

I, William T. Kansky, certify that:

1. I have reviewed this Annual Report on Form 10-K of Delta Tucker Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ William T. Kansky
William T. Kansky
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Date:	March 31, 2015

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, James E. Geisler, Interim Chief Executive Officer of Delta Tucker Holdings, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Annual Report of the Company on Form 10-K for the period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James E. Geisler
James E. Geisler
Interim Chief Executive Officer
Date:	March 31, 2015

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, William T. Kansky, Senior Vice President and Chief Financial Officer of Delta Tucker Holdings, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Annual Report of the Company on Form 10-K for the period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William T. Kansky
William T. Kansky
Senior Vice President and Chief Financial Officer
Date:	March 31, 2015

XML

Significant Accounting Policies and Accounting Developments (Details)	0 Months Ended	12 Months Ended
	Jan. 18, 2013	Dec. 31, 2014
Partnership for Temporary Housing LLC [Member]
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage	30.00%	30.00%
Contingency Response Services LLC [Member]
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage		45.00%
Global Response Services LLC [Member]
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage		51.00%
Global Linguist Solutions LLC [Member]
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage		51.00%

XML

Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Domestic and foreign components of Income (loss) before income taxes
Domestic	$ (286,799)	$ (286,989)	$ 6,567
Foreign	(1,391)	27	5,739
(Loss) income before income taxes	$ (288,190)	$ (286,962)	$ 12,306

XML

Composition of Certain Financial Statement Captions (Details 4) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Accrued liabilities
Customer liability	$ 22,635	$ 61,856
Accrued insurance	20,551	40,120
Accrued interest	24,250	24,641
Unrecognized tax benefit	7,999	10,132
Contract losses	27,864	13,738
Legal reserves	8,657	14,147
Subcontractor retention	1,761	4,300
Financed insurance	2,055	6,162
Other	14,254	25,437
Total accrued liabilities	$ 130,026	$ 200,533

XML

Commitments and Contingencies (Details Textual)	0 Months Ended	1 Months Ended	12 Months Ended						0 Months Ended		0 Months Ended					1 Months Ended	5 Months Ended		0 Months Ended				12 Months Ended		0 Months Ended	1 Months Ended
	Apr. 30, 2013 USD ($)	Dec. 30, 2011 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2014 Maximum [Member] USD ($)	Dec. 31, 2014 Minimum [Member] USD ($)	Dec. 31, 2014 California Policy [Member] USD ($)	Jan. 22, 2014 Foreign Tax Authority [Member] USD ($)	May 31, 2014 Foreign Tax Authority [Member] USD ($)	Jan. 22, 2014 Regulatory Assessment, Income Tax, Penalties and Other Matters [Member] Foreign Tax Authority [Member] Afghanistan [Member] USD ($)	Feb. 23, 2014 Other Matters [Member] Foreign Tax Authority [Member] Afghanistan [Member] USD ($)	Dec. 31, 2013 Loss from Catastrophes [Member] USD ($)	Dec. 31, 2014 Pending Litigation [Member] Unfavorable Regulatory Action [Member] USD ($)	Dec. 31, 2013 Pending Litigation [Member] Loss from Catastrophes [Member] USD ($)	Mar. 26, 2008 DynCorp International Inc. [Member] Pending Litigation [Member] Consolidated Ecuadorean Cases [Member] Plaintiffs	Apr. 24, 2007 DynCorp International Inc. [Member] Pending Litigation [Member] Consolidated Ecuadorean Cases [Member] lawsuit	Apr. 24, 2007 DynCorp International Inc. [Member] Pending Litigation [Member] Cases on Behalf of Provinces of Esmeraldas, Sucumbios, Carchi (Ecuador) [Member] lawsuit	Jan. 12, 2010 DynCorp International Inc. [Member] Dismissed Cases [Member] Consolidated Ecuadorean Cases [Member] Plaintiffs	Sep. 12, 2012 Al Hamed [Member] AED	May 09, 2012 Al Hamed [Member] USD ($)	May 09, 2012 Al Hamed [Member] AED	Dec. 31, 2014 Al Hamed [Member] USD ($)	Dec. 31, 2013 Al Hamed [Member] USD ($)	Nov. 26, 2014 Al Hamed [Member] Judicial Ruling [Member] USD ($)	Mar. 24, 2015 Subsequent Event [Member] Al Hamed [Member] Dismissed Cases [Member] USD ($)
Commitments and Contingencies (Textual) [Abstract]
Lease rental expense			$ 95,500,000	$ 167,600,000	$ 217,400,000
Other accrued liabilities			8,657,000	14,147,000
Number of lawsuits filed																	4	3
Number of individual plaintiffs																3,266			1,256
Contract violations and conversion of funds and asserted damages		150,000,000
Contract limits to damages maximum amount			3,000,000						64,200,000		64,200,000	10,200,000											57,000,000	23,300,000
Loss contingency, damages awarded, value																				8,200,000	2,200,000	8,200,000			3,750,000
Interest and expenses																					5.00%	5.00%
Litigation settlement, amount																										3,600,000
Loss contingency accrual													9,800,000		9,800,000
Loss contingency reasonably possible, amount			7,700,000
Cost incurred on war reserve materiel program	152,000,000
Period of war reserve materiel program	2000 to 2011
Loss Contingency, Estimate of Possible Loss														1,800,000
Refund adjustment from settlement with taxing authority										(54,000,000)
Fixed amount of stop loss coverage on policies			$ 1,000,000.0			$ 750,000.00	$ 250,000.00	$ 250,000.00

XML

Income Taxes (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Current portion:
Federal	$ 311	$ 0	$ 0
State	(800)	(784)	(500)
Foreign	(3,363)	(16,045)	(4,342)
Total income tax of current portion	(3,852)	(16,829)	(4,842)
Deferred portion:
Federal	23,001	52,574	(9,996)
State	739	1,086	(101)
Foreign	682	630	(659)
Total Income tax of Deferred portion	24,422	54,290	(10,756)
Benefit (provision) from income taxes	$ 20,570	$ 37,461	$ (15,598)

XML

Segment and Geographic Information (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Summary of Revenue by geography
Total Revenue	$ 2,252,309		$ 3,287,184		$ 4,044,275
Revenue, percentage	100.00%		100.00%		100.00%
United States [Member]
Summary of Revenue by geography
Total Revenue	612,220		695,772		635,293
Revenue, percentage	27.00%		21.00%		16.00%
Afghanistan [Member]
Summary of Revenue by geography
Total Revenue	1,003,205		1,845,234		2,436,714
Revenue, percentage	45.00%		56.00%		60.00%
Middle East [Member]
Summary of Revenue by geography
Total Revenue	387,021	[1]	534,861	[1]	730,372	[1]
Revenue, percentage	17.00%	[1]	16.00%	[1]	18.00%	[1]
Other Americas [Member]
Summary of Revenue by geography
Total Revenue	84,424		87,759		106,160
Revenue, percentage	4.00%		3.00%		3.00%
Europe [Member]
Summary of Revenue by geography
Total Revenue	53,853		52,365		51,209
Revenue, percentage	2.00%		2.00%		1.00%
Asia Pacific [Member]
Summary of Revenue by geography
Total Revenue	41,953		46,170		44,000
Revenue, percentage	2.00%		1.00%		1.00%
Other Countries [Member]
Summary of Revenue by geography
Total Revenue	$ 69,633		$ 25,023		$ 40,527
Revenue, percentage	3.00%		1.00%		1.00%

[1] The Middle East includes but is not limited to activities in Iraq, Oman, Qatar, United Arab Emirates, Kuwait, Palestine, Sudan, Pakistan, Jordan, Lebanon, Bahrain, Saudi Arabia, Turkey and Egypt. The vast majority of all assets owned by the Company were located in the U.S. as of December 31, 2014.

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Composition of Certain Financial Statement Captions (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Other assets, net
Deferred financing costs, net	$ 11,775	$ 17,526
Investment in affiliates	8,191	13,477
Palm promissory notes, long-term portion	2,853	2,731
Other	4,697	5,447
Total other assets, net	$ 27,516	$ 39,181

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Summary of Minimum fixed rentals non-cancelable under operating leases

Minimum fixed rental payments non-cancelable for the next five years and thereafter under operating leases in effect as of December 31, 2014, are as follows:

Calendar Year	Real Estate		Equipment		Total
	(Amounts in thousands)
2015 (1)	$	24,698	$	5,817	$	30,515
2016	11,839		3,386		15,225
2017	10,041		2,433		12,474
2018	9,060		—		9,060
2019	4,225		—		4,225
Thereafter	13,911		—		13,911
Total	$	73,774	$	11,636	$	85,410

(1) The minimum lease table above excludes agreements of one year or less in duration. These leases are accounted for in our rent expense, however, because of the short tenure of the lease, these are not reflected in the table above.

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Segment and Geographic Information (Details Textual) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 26, 2014 operating_and_reporting_segment	Dec. 31, 2014 operating_and_reporting_segment	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information (Textual) [Abstract]
Number of operating and reportable segment	2	2
Cost of services		$ 1.1	$ 1.7	$ 1.6
Revenue, percentage		100.00%	100.00%	100.00%
Accounts Receivable [Member]
Segment Reporting Information (Textual) [Abstract]
Revenue, percentage		59.00%	84.00%
Customer Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting Information (Textual) [Abstract]
Revenue, percentage		94.00%	96.00%	97.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member]
Segment Reporting Information (Textual) [Abstract]
Accounts receivable due from the U.S. government		88.00%	92.00%

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Equity (Details 2)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Equity [Abstract]
Expected volatility	36.00%	33.50%
Risk-free interest rate	1.10%	1.70%
Expected yield	8.00%	8.00%
Expected life (in years)	2 years 9 months 18 days	4 years
Forfeiture rate	8.00%	8.00%

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Condensed Financial Information of Registrant - Balance Sheet (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
ASSETS
Total assets	$ 982,487	$ 1,499,921	$ 1,970,716
LIABILITIES AND EQUITY
Liabilities	406,180	552,998
Stockholders (Deficit) Equity	(82,766)	183,785
Total liabilities and (deficit) equity	982,487	1,499,921
Parent Company [Member]
ASSETS
Other assets, net	558	891
Investment in subsidiaries	0	228,870
Total assets	558	229,761
LIABILITIES AND EQUITY
Liabilities	83,324	45,976
Stockholders (Deficit) Equity	(82,766)	183,785
Total liabilities and (deficit) equity	$ 558	$ 229,761

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Income Taxes (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Current deferred tax liabilities, net	$ (31,477)	$ (30,965)
Non-current deferred tax assets (liabilities), net	5,696	(17,359)
Total deferred tax liabilities, net	$ (25,781)	$ (48,324)

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Segment and Geographic Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Summary of the financial information of the reportable segments reconciled
Total Revenue	$ 2,252,309		$ 3,287,184		$ 4,044,275
Operating (loss) income	(219,946)		(206,780)		95,883
Total depreciation and amortization	49,707	[1]	50,279	[1]	51,814	[1]
DynAviation [Member]
Summary of the financial information of the reportable segments reconciled
Total Revenue	1,204,417	[2]	1,373,635	[2]	1,338,514	[2]
Operating (loss) income	(61,501)	[2]	(194,701)	[2]	105,327	[2]
Total depreciation and amortization	1,665	[2]	1,628	[2]	685	[2]
DynLogistics [Member]
Summary of the financial information of the reportable segments reconciled
Total Revenue	1,045,200	[2]	1,920,715	[2]	2,709,469	[2]
Operating (loss) income	(67,097)	[2]	36,243	[2]	48,941	[2]
Total depreciation and amortization	55	[2]	543	[2]	1,043	[2]
Headquarters/ Other [Member]
Summary of the financial information of the reportable segments reconciled
Total Revenue	2,692	[3]	(7,166)	[3]	(3,708)	[3]
Operating (loss) income	(91,348)	[4]	(48,322)	[4]	(58,385)	[4]
Total depreciation and amortization	$ 47,987		$ 48,108		$ 50,086

[1] Includes amounts in Cost of services of $1.1 million, $1.7 million and $1.6 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively.

[2] DynGlobal revenue, operating loss, and depreciation and amortization for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 is immaterial and included within DynAviation and DynLogistics due to the amended organizational structure. See Note 3 for further discussion of our organizational structure.

[3] Represents revenue earned on shared services arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments.

[4] Headquarters operating loss primarily relates to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers.

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Consolidating Financial Statements of Subsidiary Guarantors (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 30, 2011
Condensed Financial Statements, Captions [Line Items]
Net Transfers (to) from Parent Subsidiary		$ 0	$ 0
Current assets:
Cash and cash equivalents	94,004	170,845	118,775	70,205
Restricted cash	707	1,659
Accounts receivable, net of allowances	448,496	577,136
Prepaid expenses and other current assets	74,200	124,510
Deferred taxes	0
Total current assets	617,407	874,150
Long-term restricted cash	952	0
Property and equipment, net	23,786	24,120
Goodwill	128,888	293,767
Tradenames, net	28,762	43,464
Other intangibles, net	149,480	225,239
Long-term deferred taxes	5,696
Other assets, net	27,516	39,181
Total assets	982,487	1,499,921	1,970,716
Current liabilities:
Accounts payable	146,546	193,146
Accrued payroll and employee costs	93,707	114,334
Deferred income taxes	31,477	30,965
Other accrued liabilities	130,026	200,533
Income taxes payable	4,424	14,020
Total current liabilities	406,180	552,998
Long-term debt	642,272	732,272
Long-term deferred taxes	(5,696)	17,359
Other long-term liabilities	11,312	7,632
Noncontrolling interests	5,489	5,875
Stockholders (Deficit) Equity	(82,766)	183,785
Total liabilities and (deficit) equity	982,487	1,499,921
Net cash from investing activities	(4,674)	(7,971)	(12,163)
Parent Company [Member]
Condensed Financial Statements, Captions [Line Items]
Net Transfers (to) from Parent Subsidiary	333	461	664
Current assets:
Cash and cash equivalents	0	0	0	0
Investment in subsidiaries	0	228,870
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent	558	891
Other assets, net		891
Total assets	558	229,761
Current liabilities:
Intercompany payables	45,643	45,976
Other accrued liabilities	37,681
Total current liabilities	83,324	45,976
Stockholders (Deficit) Equity	(82,766)	183,785
Total liabilities and (deficit) equity	558	229,761
Net cash from investing activities	0	0	0
Subsidiary Issuer [Member]
Condensed Financial Statements, Captions [Line Items]
Net Transfers (to) from Parent Subsidiary	(60,455)	(20,597)	13,223
Current assets:
Investment in subsidiaries	805,417	1,095,853
Other assets, net	11,775	17,525
Total assets	817,192	1,113,378
Current liabilities:
Intercompany payables	188,466	128,011
Other accrued liabilities	24,135	24,225
Total current liabilities	212,601	152,236
Long-term debt	642,272	732,272
Stockholders (Deficit) Equity	(37,681)	228,870
Total liabilities and (deficit) equity	817,192	1,113,378
Subsidiary Guarantors [Member]
Condensed Financial Statements, Captions [Line Items]
Net Transfers from (to) Parent	(60,122)	(9,939)	12,159
Net Transfers (to) from Parent Subsidiary	(20,372)	(7,856)	9,196
Current assets:
Cash and cash equivalents	87,300	144,025	74,907	45,724
Restricted cash	707	1,659
Accounts receivable, net of allowances	452,938	596,901
Intercompany receivables	234,109	173,987
Prepaid expenses and other current assets	73,456	123,761
Deferred taxes	0
Total current assets	848,510	1,040,333
Long-term restricted cash	952
Property and equipment, net	23,615	23,797
Goodwill	96,489	261,367
Tradenames, net	28,762	43,464
Other intangibles, net	148,825	224,152
Investment in subsidiaries	55,087	45,383
Long-term deferred taxes	5,696
Other assets, net	15,183	20,765
Total assets	1,223,119	1,659,261
Current liabilities:
Accounts payable	146,016	192,456
Accrued payroll and employee costs	84,725	111,547
Intercompany payables	28,231	7,857
Deferred income taxes	31,453	30,960
Other accrued liabilities	105,404	175,796
Income taxes payable	5,072	13,926
Total current liabilities	400,901	532,542
Long-term deferred taxes		17,359
Other long-term liabilities	11,312	7,632
Noncontrolling interests	5,489	5,875
Stockholders (Deficit) Equity	805,417	1,095,853
Total liabilities and (deficit) equity	1,223,119	1,659,261
Net cash from investing activities	(64,796)	(17,886)	57
Subsidiary Non-Guarantors [Member]
Condensed Financial Statements, Captions [Line Items]
Net Transfers from (to) Parent	(20,372)	(7,857)	9,196
Net Transfers (to) from Parent Subsidiary	0	10,196	(1,728)
Current assets:
Cash and cash equivalents	6,704	26,820	43,868	24,481
Accounts receivable, net of allowances	719	1,990
Intercompany receivables	28,231	7,857
Prepaid expenses and other current assets	1,217	456
Deferred taxes	0
Total current assets	36,871	37,123
Property and equipment, net	171	323
Goodwill	32,399	32,400
Other intangibles, net	655	1,087
Total assets	70,096	70,933
Current liabilities:
Accounts payable	1,253	2,243
Accrued payroll and employee costs	13,296	22,770
Intercompany payables	0
Deferred income taxes	24	5
Other accrued liabilities	436	438
Income taxes payable		94
Total current liabilities	15,009	25,550
Stockholders (Deficit) Equity	55,087	45,383
Total liabilities and (deficit) equity	70,096	70,933
Net cash from investing activities	(20,372)	(7,881)	9,135
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net Transfers from (to) Parent	80,494	17,796	(21,355)
Net Transfers (to) from Parent Subsidiary	80,494	17,796	(21,355)
Current assets:
Cash and cash equivalents	0	0	0
Accounts receivable, net of allowances	(5,161)	(21,755)
Intercompany receivables	(262,340)	(181,844)
Prepaid expenses and other current assets	(473)	293
Total current assets	(267,974)	(203,306)
Investment in subsidiaries	(860,504)	(1,370,106)
Total assets	(1,128,478)	(1,573,412)
Current liabilities:
Accounts payable	(723)	(1,553)
Accrued payroll and employee costs	(4,314)	(19,983)
Intercompany payables	(262,340)	(181,844)
Other accrued liabilities	(37,630)	74
Income taxes payable	(648)
Total current liabilities	(305,655)	(203,306)
Stockholders (Deficit) Equity	(822,823)	(1,370,106)
Total liabilities and (deficit) equity	(1,128,478)	(1,573,412)
Net cash from investing activities	$ 80,494	$ 17,796	$ (21,355)

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Related Parties, Joint Ventures and Variable Interest Entities (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Selected financial information for related parties and equity method investees
Total assets	$ 982,487,000	$ 1,499,921,000	$ 1,970,716,000
Total liabilities	1,059,764,000	1,310,261,000
Revenue	2,252,309,000	3,287,184,000	4,044,275,000
DynCorp International FZ-LLC [Member]
Selected financial information for related parties and equity method investees
Total assets	4,700,000	25,900,000
Total liabilities	1,500,000	22,200,000
Revenue	297,700,000	414,400,000	510,100,000
Equity Method Investee [Member]
Selected financial information for related parties and equity method investees
Current assets	65,800,000	86,300,000
Total assets	65,900,000	86,300,000
Current liabilities	44,400,000	46,400,000
Total liabilities	44,400,000	44,500,000
Revenue	233,100,000	203,100,000	234,500,000
Gross profit	20,700,000	15,900,000	17,100,000
Net income	$ 14,400,000	$ 10,700,000	$ 13,400,000

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Consolidating Financial Statements of Subsidiary Guarantors (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Consolidating Statement of Cash Flow Information
Net cash (used in) provided by operating activities	$ 25,377	$ 137,502	$ 144,190
Cash flows from investing activities
Purchase of property and equipment, net	(8,712)	(7,628)	(5,528)
Proceeds from sale of property, plant, and equipment	44	182	25
Cash paid for acquisition, net of cash acquired	0	0	(11,746)
Purchase of software	(1,631)	(2,718)	(2,590)
Return of capital from equity method investees	5,625	2,223	9,154
Contributions to equity method investees	0	(30)	(1,478)
Net cash used in investing activities	(4,674)	(7,971)	(12,163)
Cash flows from financing activities
Borrowings on long-term debt	118,000	745,900	325,000
Payments on long-term debt	(208,000)	(796,537)	(415,000)
Payments of deferred financing cost	(1,740)	(2,139)	0
Borrowings related to financed insurance	20,214	9,431	62,580
Payments related to financed insurance	(24,321)	(29,734)	(53,918)
Payments of dividends to Parent	(1,697)	(4,382)	(2,119)
Transfers (to) from affiliates		0	0
Net cash used in financing activities	(97,544)	(77,461)	(83,457)
Net change in cash and cash equivalent	(76,841)	52,070	48,570
Cash and cash equivalents, beginning of period	170,845	118,775	70,205
Cash and cash equivalents, end of period	94,004	170,845	118,775
Parent Company [Member]
Condensed Consolidating Statement of Cash Flow Information
Net cash (used in) provided by operating activities	333	461	664
Cash flows from investing activities
Net cash used in investing activities	0	0	0
Cash flows from financing activities
Transfers (to) from affiliates	(333)	(461)	(664)
Net cash used in financing activities	(333)	(461)	(664)
Net change in cash and cash equivalent	0	0	0
Cash and cash equivalents, beginning of period	0	0	0
Cash and cash equivalents, end of period	0	0	0
Subsidiary Issuer [Member]
Condensed Consolidating Statement of Cash Flow Information
Net cash (used in) provided by operating activities	29,545	30,040	103,223
Cash flows from financing activities
Borrowings on long-term debt	118,000	745,900	325,000
Payments on long-term debt	(208,000)	(796,537)	(415,000)
Transfers (to) from affiliates	60,455	20,597	(13,223)
Net cash used in financing activities	(29,545)	(30,040)	(103,223)
Subsidiary Guarantors [Member]
Condensed Consolidating Statement of Cash Flow Information
Net cash (used in) provided by operating activities	(6,454)	101,590	29,660
Cash flows from investing activities
Purchase of property and equipment, net	(8,712)	(7,604)	(5,467)
Proceeds from sale of property, plant, and equipment	44	182	25
Cash paid for acquisition, net of cash acquired			(11,746)
Purchase of software	(1,631)	(2,718)	(2,590)
Return of capital from equity method investees	5,625	2,223	9,154
Contributions to equity method investees		(30)	(1,478)
Net Transfer (to) from affiliates	(60,122)	(9,939)	12,159
Net cash used in investing activities	(64,796)	(17,886)	57
Cash flows from financing activities
Payments of deferred financing cost	(1,740)	(2,139)
Borrowings related to financed insurance	20,214	9,431	62,580
Payments related to financed insurance	(24,321)	(29,734)	(53,918)
Transfers (to) from affiliates	20,372	7,856	(9,196)
Net cash used in financing activities	14,525	(14,586)	(534)
Net change in cash and cash equivalent	(56,725)	69,118	29,183
Cash and cash equivalents, beginning of period	144,025	74,907	45,724
Cash and cash equivalents, end of period	87,300	144,025	74,907
Subsidiary Non-Guarantors [Member]
Condensed Consolidating Statement of Cash Flow Information
Net cash (used in) provided by operating activities	3,650	9,793	13,309
Cash flows from investing activities
Purchase of property and equipment, net		(24)	(61)
Net Transfer (to) from affiliates	(20,372)	(7,857)	9,196
Net cash used in investing activities	(20,372)	(7,881)	9,135
Cash flows from financing activities
Payments of dividends to Parent	(3,394)	(8,764)	(4,785)
Transfers (to) from affiliates	0	(10,196)	1,728
Net cash used in financing activities	(3,394)	(18,960)	(3,057)
Net change in cash and cash equivalent	(20,116)	(17,048)	19,387
Cash and cash equivalents, beginning of period	26,820	43,868	24,481
Cash and cash equivalents, end of period	6,704	26,820	43,868
Eliminations [Member]
Condensed Consolidating Statement of Cash Flow Information
Net cash (used in) provided by operating activities	(1,697)	(4,382)	(2,666)
Cash flows from investing activities
Net Transfer (to) from affiliates	80,494	17,796	(21,355)
Net cash used in investing activities	80,494	17,796	(21,355)
Cash flows from financing activities
Payments of dividends to Parent	1,697	4,382	2,666
Transfers (to) from affiliates	(80,494)	(17,796)	21,355
Net cash used in financing activities	(78,797)	(13,414)	24,021
Net change in cash and cash equivalent		0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	$ 0	$ 0	$ 0

XML

Segment and Geographic Information (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
ASSETS
Total assets	$ 982,487		$ 1,499,921		$ 1,970,716
DynAviation [Member]
ASSETS
Total assets	393,246	[1]	447,646	[1]	706,646	[1]
DynLogistics [Member]
ASSETS
Total assets	299,961	[1]	591,304	[1]	800,734	[1]
Headquarters/ Other [Member]
ASSETS
Total assets	$ 289,280	[2]	$ 460,971	[2]	$ 463,336	[2]

[1] DynGlobal assets for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 are included within DynAviation and DynLogistics due to the amended organizational structure. See Note 3 for further discussion of our organizational structure.

[2] Assets primarily include cash, investments in unconsolidated subsidiaries, net deferred tax liabilities, intangible assets (excluding goodwill) and deferred debt issuance costs.

XML

Equity - Textual (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended	9 Months Ended	12 Months Ended		3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 17, 2013	Dec. 31, 2010	Dec. 31, 2014	Dec. 31, 2013	Mar. 28, 2014	Dec. 31, 2014	Dec. 31, 2012	Dec. 30, 2011	Dec. 31, 2010	Mar. 31, 2010
Equity (Textual) [Abstract]
Common stock, shares issued			100	100		100				100
Common stock, shares outstanding			100	100		100
Capital contribution in connection with merger		$ 550.9	$ 550.9
Common stock, shares authorized			1,000	1,000		1,000
Expected life (in years)			2 years 9 months 18 days	4 years
Total grant date fair value			4.6	1.5
Total compensation cost expensed			3.2	0.5
Restrictive covenant agreement, period to reach agreement	14 days
Common Class B [Member]
Equity (Textual) [Abstract]
Common stock, shares issued			4,339	3,144		4,339
Common stock, shares authorized	100,000
Expected life (in years)			4 years
Total compensation cost expensed			$ 0.4
Total compensation costs of nonvested options, recognition period			1 year 2 months 5 days
Common Class B-1 Interest [Member]
Equity (Textual) [Abstract]
Common stock, shares authorized	7,246
Number of investing installments			5
Vesting percentage			20.00%				30.00%	40.00%	40.00%
Shares granted, weighted average grant date fair value (in dollars per share)					$ 819.26	$ 32.73
Common Class B-2 Interests [Member]
Equity (Textual) [Abstract]
Common stock, shares authorized	380
Shares granted, weighted average grant date fair value (in dollars per share)					$ 258.30
Period One [Member] | Common Class B-1 Interest [Member]
Equity (Textual) [Abstract]
Vesting percentage							20.00%	20.00%	20.00%
Period Two [Member] | Common Class B-1 Interest [Member]
Equity (Textual) [Abstract]
Vesting percentage							20.00%

XML

Significant Accounting Policies and Accounting Developments (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Fiscal Year

Fiscal Year

The Company's quarterly periods end on the last Friday of the calendar quarter, except for the fourth quarter of the fiscal year, which ends on December 31. These financial statements reflect our financial results for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of both our domestic and foreign subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has investments in joint ventures that are variable interest entities ("VIEs"). The VIE investments are accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810 — Consolidation. In cases where the Company has (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant or the right to receive benefits from the entity that could potentially be significant to the VIE, the Company consolidates the entity. Alternatively, in cases where all of the aforementioned criteria are not met, the investment is accounted for under the equity method.

The Company classifies its equity method investees in two distinct groups based on management’s day-to-day involvement in the operations of each entity and the nature of each joint venture’s business. If the joint venture is deemed to be an extension of one of our segments and operationally integral to the business, our share of the joint venture’s earnings is reported within operating income in Earnings from equity method investees in the consolidated statement of operations. If the Company considers our involvement less significant, the share of the joint venture’s net earnings is reported in Other income, net in the consolidated statement of operations.

Economic rights in active joint ventures that are operationally integral are indicated by the ownership percentages in the table listed below.

Partnership for Temporary Housing LLC ("PaTH")	30	%
Contingency Response Services LLC ("CRS")	45	%
Global Response Services LLC ("GRS")	51	%
Global Linguist Solutions LLC ("GLS")	51	%

Economic rights in an active joint venture that the Company does not consider operationally integral are indicated by the ownership percentage in the table listed below.

Babcock DynCorp Limited ("Babcock") 44 %

Noncontrolling interests

Noncontrolling Interests

We record the impact of our partners' interests in less than wholly owned consolidated joint ventures as noncontrolling interests. Currently, DynCorp International FZ-LLC ("DIFZ") is our only consolidated joint venture for which we do not own 100% of the entity. In March 2012, we entered into a non-cash dividend distribution transaction with Cerberus Series Four Holdings, LLC and Cerberus Partners II, L.P., in which we distributed half of our 50% ownership in DIFZ. We now hold 25% ownership interest in DIFZ. We continue to consolidate DIFZ as we still exercise power over activities that significantly impact DIFZ’s economic performance and have the obligation to absorb losses or receive benefits of DIFZ that could potentially be significant to DIFZ. Noncontrolling interests is presented on the face of the consolidated statements of operations as an increase or reduction in arriving at "Net (loss) income attributable to Delta Tucker Holdings, Inc." Noncontrolling interests is located in the equity section on the consolidated balance sheets. See Note 12 for further information regarding DIFZ.

Revenue Recognition and Cost Estimation on Long-Term Contracts

Revenue Recognition and Cost Estimation on Long-Term Contracts

General - We are predominantly a services provider and only include products or systems when necessary for the execution of the service arrangement. As such, systems, equipment or materials are not generally separable from the services we provide. Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the customer, the sales price is fixed or determinable (for non-U.S. government contracts) or costs are identifiable, determinable, reasonable and allowable (for our U.S. government contracts), and collectability is reasonably assured (for non-U.S. government contracts) or a reasonable contractual basis for recovery exists (for U.S. government contracts). Our contracts typically fall into the following two categories with the first representing substantially all of our revenue: (i) federal government contracts and (ii) other contracts. We apply the appropriate guidance consistently to all contracts.

Major factors we consider in determining total estimated revenue and cost include the base contract price, contract options, change orders (modifications of the original contract), back charges and claims, and contract provisions for penalties, award fees and performance incentives. All of these factors and other special contract provisions are evaluated throughout the life of our contracts when estimating total contract revenue under the percentage-of-completion or proportional methods of accounting. We inherently have risks related to our estimates with long-term contracts. Actual amounts could materially differ from these estimates. We believe the following are the risks associated with our estimation process: (i) assumptions are uncertain and inherently judgmental at the time of the estimate; (ii) use of reasonably different assumptions could have changed our estimates, particularly with respect to estimates of contract revenues, costs and recoverability of assets, and (iii) changes in estimates could have material effects on our financial condition or results of operations. The impact of any one of these factors could contribute to a material cumulative adjustment.

Some of our contracts with the U.S. government contain award or incentive fees. We recognize award or incentive fee revenue when we can make reasonably determinable estimates of award or incentive fees to consider them in determining total estimated contract revenue. We do not consider the mere existence of potential award or incentive fees as presumptive evidence that award or incentive fees are to be included in determining total estimated revenue. In some cases, we may not be able to accurately predict whether performance targets will be met, and as such, we exclude the award or incentive fees from the determination of total revenue in such instances. Our accrual of award or incentive fees may require adjustments from time to time.         

We expense pre-contract costs as incurred for an anticipated contract until the contract is awarded. Throughout the life of the contract, indirect costs, including general and administrative costs, are expensed as incurred. Management regularly reviews project profitability and underlying estimates, including total cost to complete a project. For each project, estimates for total project costs are based on such factors as a project's contractual requirements and management's assessment of current and future pricing, economic conditions, political conditions and site conditions. Estimates can be impacted by such factors as additional requirements from our customers, a change in labor markets impacting the availability or cost of a skilled workforce, regulatory changes both domestically and internationally, political unrest or security issues at project locations. Revisions to estimates are reflected in our consolidated results of operations as changes in accounting estimates in the periods in which the facts that give rise to the revisions become known by management. We believe long-term contracts, contracts in a loss position and contracts with material award fees drive the significant changes in estimates in our contracts.

The following table presents the aggregate gross favorable and unfavorable adjustments to income before taxes resulting from changes in contract estimates, including the exercise of additional option years, for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in millions)
Gross favorable adjustments	$	7.4		$	45.8		$	29.3
Gross unfavorable adjustments	(53.9		)	(20.7		)	(9.7		)
Net adjustments	$	(46.5	)	$	25.1		$	19.6

Federal Government Contracts — For all non-construction and non-software U.S. federal government contracts or contract elements, we apply the guidance in ASC 912 - Contractors - Federal Government. We apply the combination and segmentation guidance in ASC 605-35 Revenue - Construction-Type and Production-Type Contracts under the guidance of ASC 912 in analyzing the deliverables contained in the applicable contract to determine appropriate profit centers. Revenue is recognized by profit center using the percentage-of-completion method or completed-contract method. The completed-contract method is used when reliable estimates cannot be supported for percentage-of-completion method recognition or for short duration projects when the results of operations would not vary materially from those resulting from use of the percentage-of-completion method. Until complete, project costs may be maintained in work-in-progress, a component of inventory.

Revenue is recognized based on progress towards completion over the contract period, measured by either output or input methods appropriate to the services or products provided. For example, "output measures" can include units delivered or produced, such as aircraft for which modification has been completed. "Input measures" can include a cost-to-cost method, such as for procurement-related services.

Other Contracts or Contract Elements — Our contracts with non-federal government customers are predominantly service arrangements. Multiple-element arrangements involve multiple obligations in various combinations to perform services, deliver equipment or materials, grant licenses or other rights, or take certain actions. We evaluate all deliverables in an arrangement to determine whether they represent separate units of accounting. Arrangement consideration is allocated among the separate units of accounting based on the guidance applicable for the multiple-element arrangements. Arrangements that are entered into or materially modified after January 1, 2011, are allocated to those identified as multiple-element arrangement based on their relative selling price which is established through vendor specific objective evidence (“VSOE”), third party evidence, or management’s best estimate. Due to the customized nature of our arrangements, VSOE and third party evidence is generally not available. Therefore, our post-January 1, 2011 arrangements allocate the relative selling price to multiple-element arrangements utilizing management’s best estimate of selling price.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of reporting cash and cash equivalents, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted Cash

Restricted cash represents cash restricted by certain contracts and available for use to pay specified costs and vendors on work performed on specific contracts. On some contracts, advance payments are not available for use and cash is to be disbursed for specified costs for work performed on the specific contract. Changes in restricted cash related to our contracts are included as operating activities within our consolidated statement of cash flows.

The Company classifies the long-term portion of restricted cash related to a legal matter in long term assets in our consolidated balance sheets as these amounts are restricted for periods that exceed one year from the balance sheet date.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 but not limited to, those relating to allowances for doubtful accounts, fair value and impairment of intangible assets and goodwill, income taxes, stock based compensation, profitability on contracts, anticipated contract modifications, contingencies and litigation. Actual results could differ from those estimates.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

We establish an allowance for doubtful accounts against specific billed receivables based upon the latest information available to determine whether invoices are ultimately collectible. Such information includes the historical trends of write-offs and recovery of previously written-off accounts, the financial strength of the respective customer and projected economic and market conditions. The evaluation of these factors involves subjective judgments and changes in these factors may cause an increase to our estimated allowance for doubtful accounts, which could impact our consolidated financial statements by incurring bad debt expense. Given that we primarily serve the U.S. government, we believe the risk is low that changes in our allowance for doubtful accounts would result in a material impact on our financial results.

Property and Equipment

Property and Equipment

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. Depreciation related to equipment purchased for specific contracts is typically included within Cost of services, as this depreciation is directly attributable to project costs. We evaluate property and equipment for impairment quarterly by examining factors such as existence, functionality, obsolescence and physical condition. In the event we experience impairment, we revise the useful life estimate and record the impairment to arrive at a revised net book value. Our standard depreciation and amortization policies are as follows:

Computer and related equipment	3 to 5 years
Equipment and Other	2 to 10 years
Leasehold improvements	Shorter of lease term or useful life

Customer Related Intangible Assets

Customer Related Intangible Assets

The initial values assigned to customer-related intangibles were the result of fair value calculations associated with business combinations. The values were determined based on estimates and judgments regarding expectations for the estimated future after-tax cash flows from those assets over their lives, including the probability of expected future contract renewals and sales, less a cost-of-capital charge, all of which was discounted to present value. We evaluate the carrying value of our customer-related intangibles within the asset group representing the lowest level of identifiable cash flows whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The customer related intangible carrying value is considered impaired when the anticipated undiscounted cash flows from such asset group 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.

Indefinite-Lived Assets and Goodwill

Indefinite-Lived Assets and Goodwill

Indefinite-lived assets, including goodwill and indefinite-lived tradename, are not amortized but are subject to an annual impairment test. We evaluate goodwill and indefinite lived tradename for impairment annually in the first month of the fourth quarter of each fiscal year and when an event occurs or circumstances change to suggest that the carrying value may not be recoverable. The first step of the goodwill impairment test compares the fair value of each of our reporting units with its carrying amount, including indefinite-lived assets. If the fair value of a reporting unit exceeds its carrying amount, the 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 goodwill impairment test is performed to measure the amount of the impairment loss, if any.

Income Taxes

Income Taxes

We file income, franchise, gross receipts and similar tax returns in many jurisdictions. Our tax returns are subject to audit by the Internal Revenue Service, within most states in the U.S., and by various government agencies representing several jurisdictions outside the U.S.

We use the asset and liability approach for financial accounting and reporting for income taxes in accordance with the FASB. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense is made up of current expense which includes both permanent and temporary differences and deferred expense which only includes temporary differences. Income tax expense is the amount of tax payable for the period plus or minus the change in deferred tax assets and liabilities during the period.

We perform a comprehensive review of our portfolio of uncertain tax positions regularly. The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. A liability is recorded when a benefit is recognized for a tax position and it is not more-likely-than-not that the position will be sustained on its technical merits or where the position is more-likely-than-not that it will be sustained on its technical merits, but the largest amount to be realized upon settlement is less than 100% of the position.

To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Tax-related interest is included within interest expense and tax-related penalties are included within income tax expense in our consolidated statements of operations. See Note 4 regarding income taxes.

Equity-Based Compensation Expense

Share Based Compensation

We recognize compensation expense in the financial statements for all share based arrangements. Share based compensation cost is measured at the date of grant, based on the fair value of the award, and is recognized over the employee's requisite service period. See Note 9 for further discussion on share based compensation.

Currency Translation

Currency Translation

The assets and liabilities of our subsidiaries outside the U.S. that have a currency other than the U.S. dollar are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Results of operations and cash flow items for these subsidiaries are translated at the average exchange rates prevailing during the period. Gains and losses resulting from currency transactions and the re-measurement of the financial statements of U.S. functional currency foreign subsidiaries are recognized currently in Cost of services and Other income, net, respectively and those resulting from translation of financial statements are included in accumulated other comprehensive income. Our foreign currency transactions were not material for the calendar years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Operating Segments

Operating Segments

Our business is aligned into two operating and reporting segments, DynAviation and DynLogistics. Our chief operating decision maker assesses performance and allocates resources based upon the separate financial information around the Company’s operating segments, which is comprised of numerous contracts.

Accounting Developments

Accounting Developments

Pronouncements Issued

On May 28, 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes existing revenue recognition guidance, including ASC No. 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts. ASU 2014-09 outlines a single set of comprehensive principles for recognizing revenue under GAAP. Among other things, it requires companies to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time. These concepts, as well as other aspects of ASU 2014-09, may change the method and/or timing of revenue recognition for certain of our contracts. ASU 2014-09 will be effective January 1, 2017, and may be applied either retrospectively or through the use of a modified-retrospective method. We are currently evaluating both methods of adoption as well as the effect ASU 2014-09 will have on our consolidated financial position, results of operations and cash flows.

On August 27, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern. ASU 2014-15 provides guidance in generally accepted accounting principles about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for annual reporting periods ending after December 15, 2016 and for annual and interim periods thereafter (fiscal year 2016 for the Company). Early adoption is permitted. We do not expect the new guidance to have an impact on our consolidated financial statements.

Other accounting standards updates effective after December 31, 2014 are not expected to have a material effect on our consolidated financial position or annual results of operations and cash flows.

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Goodwill, Other Intangible Assets, and Long-Lived Assets (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended		1 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2012	Oct. 31, 2014	Sep. 26, 2014	Dec. 31, 2013	Jun. 27, 2014
Goodwill balances for segments
Balance	$ 293,767
Impairment of goodwill, intangibles and long lived assets	(164,879)	(44,594)
Balance	128,888
DynAviation [Member]
Goodwill balances for segments
Balance	160,932				442,393
Impairment of goodwill, intangibles and long lived assets	(74,137)		(11,400)	(50,800)	(281,461)
Balance	86,795				160,932
DynLogistics [Member]
Goodwill balances for segments
Balance					161,659
Impairment of goodwill, intangibles and long lived assets					(28,824)	(90,742)
Balance	42,093				132,835
All Segments [Member]
Goodwill balances for segments
Balance					604,052
Impairment of goodwill, intangibles and long lived assets					(310,285)
Balance					$ 293,767

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Significant Accounting Policies and Accounting Developments (Details 3)	12 Months Ended
	Dec. 31, 2014
Summary of standard depreciation and amortization policies
Leasehold improvements	Shorter of lease term or useful life
Maximum [Member] | Computer and related equipment [Member]
Summary of standard depreciation and amortization policies
Property, plant, and equipment useful life	5 years
Maximum [Member] | Furniture and other equipment [Member]
Summary of standard depreciation and amortization policies
Property, plant, and equipment useful life	10 years
Minimum [Member] | Computer and related equipment [Member]
Summary of standard depreciation and amortization policies
Property, plant, and equipment useful life	3 years
Minimum [Member] | Furniture and other equipment [Member]
Summary of standard depreciation and amortization policies
Property, plant, and equipment useful life	2 years

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Fair Value of Financial Assets and Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 642,272	$ 732,272
Long-term debt, fair value	558,968	747,308
10.375% senior unsecured notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	455,000	455,000
Long-term debt, fair value	373,100	468,650
Term Loan [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	187,272	277,272
Long-term debt, fair value	$ 185,868	$ 278,658

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Related Parties, Joint Ventures and Variable Interest Entities (Tables)

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

Ownership percentage of Joint Ventures and Variable Interest Entities

Our most significant joint ventures and VIEs and our associated ownership percentages are listed as follows:

Partnership for Temporary Housing LLC ("PaTH")	30	%
Contingency Response Services LLC ("CRS")	45	%
Global Response Services LLC ("GRS")	51	%
GLS	51	%
DynCorp International FZ - LLC ("DIFZ")	25	%
Babcock DynCorp Limited ("Babcock")	44	%

Selected financial information for related parties and equity method investees

The following tables present selected financial information for DIFZ as of December 31, 2014 and December 31, 2013 and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012:

	As of
(Amounts in millions)	December 31, 2014		December 31, 2013
Assets	$	4.7	$	25.9
Liabilities	1.5		22.2

	For the years ended
(Amounts in millions)	December 31, 2014		December 31, 2013		December 31, 2012
Revenue	$	297.7	$	414.4	$	510.1

The following tables present selected financial information for our equity method investees as of December 31, 2014 and December 31, 2013 and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012:

	As of
(Amounts in millions)	December 31, 2014		December 31, 2013
Current assets	$	65.8	$	86.3
Total assets	65.9		86.3
Current liabilities	44.4		46.4
Total liabilities	44.4		44.5

	For the years ended
(Amounts in millions)	December 31, 2014		December 31, 2013		December 31, 2012
Revenue	$	233.1	$	203.1	$	234.5
Gross profit	20.7		15.9		17.1
Net income	14.4		10.7		13.4

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Goodwill, Other Intangible Assets, and Long-Lived Assets (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Future amortization based upon the finite-lived intangible assets owned and the finite-lived tradenames
Estimate for calendar year 2015	$ 32,264	[1]
Estimate for calendar year 2016	29,465	[1]
Estimate for calendar year 2017	26,880	[1]
Estimate for calendar year 2018	23,908	[1]
Estimate for calendar year 2019	21,463	[1]
Thereafter	$ 10,503	[1]

[1] The future amortization is inclusive of the finite lived intangible-assets and finite-lived tradename.

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Long-Term Debt Long-Term Debt 3 (Details) (Ten Point Three Seven Five Percentage Senior Unsecured Notes [Member])	12 Months Ended
	Dec. 31, 2014
2014 [Member]
Debt Instrument [Line Items]
Redemption price, percentage of principal	105.188%
2015 [Member]
Debt Instrument [Line Items]
Redemption price, percentage of principal	102.594%
2016 and thereafter [Member]
Debt Instrument [Line Items]
Redemption price, percentage of principal	100.00%

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Accounts Receivable (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net of allowances	$ 448,496	$ 577,136
Billed [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net of allowances	146,286	179,586
Unbilled [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net of allowances	$ 302,210	$ 397,550

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Composition of Certain Financial Statement Captions (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Wages, compensation and other benefits	$ 74,416	$ 93,007
Accrued vacation	18,889	20,383
Accrued contributions to employee benefit plans	402	944
Total accrued payroll and employee costs	$ 93,707	$ 114,334

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Composition of Certain Financial Statement Captions

12 Months Ended

Dec. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Composition of Certain Financial Statement Captions

Composition of Certain Financial Statement Captions

The following tables present financial information of certain consolidated balance sheet captions.

Prepaid expenses and other current assets — Prepaid expenses and other current assets were:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Prepaid expenses	$	30,821	$	29,611
Income tax refunds receivable	655		7,334
Inventories	25,198		27,008
Aircraft parts inventory held on consignment	2,278		2,404
Work-in-process inventory, net	5,772		28,444
Joint venture receivables	1,497		2,251
Assets held for sale	—		3,017
Other current assets	7,979		24,441
Total prepaid expenses and other current assets	$	74,200	$	124,510

Prepaid expenses include prepaid insurance, prepaid vendor deposits, and prepaid rent, none of which individually exceed 5% of current assets.

We value our inventory at lower of cost or market. Included in inventory as of December 31, 2013 were seven helicopters, valued at $5.6 million that were not deployed on any existing programs. During the year ended 2014, we modified two helicopters previously included within our inventory and deployed these two helicopters on one of our existing programs. The two deployed helicopters are included within our Property and equipment, net, and the change in helicopter classification was a non-cash investing activity within our Consolidated Statements of Cash Flows. During the year ended December 31, 2014, we sold one helicopter previously included within our inventory as of December 31, 2013 and we disassembled the remaining four helicopters into parts, which are included within our Inventory.

We also had six helicopters classified as held for sale as of December 31, 2013 that were previously deployed on an existing program. During the year ended 2014, we completed the sale of these six helicopters for a total of $2.0 million, resulting in an impairment expense of $1.0 million, included within the Impairment of goodwill, intangibles and long-lived assets within our consolidated statement of operations.

The Aircraft parts included in inventory held on consignment represents $2.3 million and $2.4 million in inventory, related to our former Life Cycle Support Services ("LCCS") Navy contract as of December 31, 2014 and December 31, 2013, respectively. Work-in-process inventory includes equipment for vehicle modifications for specific customers, a significant portion of which were completed and delivered as of December 31, 2014 and other deferred costs related to certain contracts.

Other current assets decreased during the year ended December 31, 2014 primarily as a result of a reduction to our sales and use tax refund and the receipt of a lease incentive. Included in Other current assets as of December 31, 2013 was a $9.8 million insurance receivable related to a settlement of a certain legal matter. This matter was settled and paid during the year ended 2014. See Note 8 for further discussion.

Property and equipment, net — Property and equipment, net were:

	As of
	December 31, 2014			December 31, 2013
(Amounts in thousands)
Helicopters	$	7,108		$	4,007
Computers and other equipment	11,061			14,258
Leasehold improvements	19,055			17,585
Office furniture and fixtures	4,203			3,006
Gross property and equipment	41,427			38,856
Less accumulated depreciation	(17,641		)	(14,736		)
Total property and equipment, net	$	23,786		$	24,120

Property and equipment, net includes two helicopters valued at $2.0 million previously included within our inventory that were deployed on one of our programs during the year ended 2014. As of December 31, 2014 and December 31, 2013, Property and equipment, net also included the accrual for property additions of $0.8 million and $3.8 million, respectively. Depreciation expense was $5.7 million, $5.9 million and $5.7 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively, including certain depreciation amounts classified as Cost of services. See Note 11for additional discussion.

Other assets, net — Other assets, net were:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Deferred financing costs, net	$	11,775	$	17,526
Investment in affiliates	8,191		13,477
Palm promissory notes, long-term portion	2,853		2,731
Other	4,697		5,447
Total other assets, net	$	27,516	$	39,181

Deferred financing costs are amortized through interest expense. Amortization related to deferred financing costs was $6.1 million, $6.8 million, and $7.7 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Deferred financing costs were reduced during the years ended December 31, 2014 and December 31, 2013 by $1.4 million and $0.7 million, respectively, related to the pro rata write–off of financing costs to loss on early extinguishment of debt, partially offset by the fees incurred related to our fourth amendment and waiver to the Senior Credit Facility. See Note 7 for further discussion of our debt. The reduction in Investment in affiliates is the result of return of capital of $5.6 million and $2.2 million for the years ended December 31, 2014 and December 31, 2013, respectively.

Accrued payroll and employee costs — Accrued payroll and employee costs were:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Wages, compensation and other benefits	$	74,416	$	93,007
Accrued vacation	18,889		20,383
Accrued contributions to employee benefit plans	402		944
Total accrued payroll and employee costs	$	93,707	$	114,334

Accrued liabilities — Accrued liabilities were:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Customer liability	$	22,635	$	61,856
Accrued insurance	20,551		40,120
Accrued interest	24,250		24,641
Unrecognized tax benefit	7,999		10,132
Contract losses	27,864		13,738
Legal reserves	8,657		14,147
Subcontractor retention	1,761		4,300
Financed insurance	2,055		6,162
Other	14,254		25,437
Total accrued liabilities	$	130,026	$	200,533

The reduction to customer liabilities is primarily due to the completion of vehicle modifications for specific customers which were delivered as of December 31, 2014 and other amounts received from customers in excess of revenue recognized. Other is comprised of accrued rent, workers compensation related claims and other balances that are not individually material to the consolidated financial statements. Contract losses represent our best estimate of forward losses using currently available information and could change in future periods as new facts and circumstances emerge. Contract losses as of December 31, 2014 included an additional contract loss recorded on a U.S. Air Force contract as we continue to see delays in resolving a contract dispute. Legal matters include reserves related to various other lawsuits and claims that arise in the normal course of business. See Note 8 for further discussion.

Other long-term liabilities

Other long-term liabilities as of December 31, 2014 and December 31, 2013 were $11.3 million and $7.6 million, respectively. Other long-term liabilities are primarily due to our long-term postemployment benefit obligation of $3.9 million and obligations in connection with the restructuring plan entered into in 2013 including a long-term leasehold obligation related to our new Tysons Corner facility in McLean, Virginia, of $4.3 million and $4.7 million as of December 31, 2014 and December 31, 2013, respectively.

During the fourth quarter of calendar year 2013, the Company vacated the previously occupied properties at various locations and consolidated to the new Tysons Corner location in McLean, Virginia.  Additionally, during the year ended 2014 we entered into an agreement to buy out our previous headquarter facility lease. Accrued costs associated with vacating these properties, such as lease vacancy obligations, net of estimated sublease rental assumptions as well as the buyout were approximately $1.7 million and $7.8 million as of December 31, 2014 and December 31, 2013, respectively and are included within Other accrued liabilities above.

As a result of the restructuring plan, we paid $0.6 million and $3.9 million in relocation expenses during the year ended December 31, 2014 and December 31, 2013, respectively, in order to better position our executive presence in our Texas facilities.  We also recorded a post-employment benefit expense of $15.5 million and $7.3 million during the year ended December 31, 2014 and December 31, 2013, respectively, related to severance in accordance with ASC 712 - Compensation. These charges were primarily related to the workforce reduction initiatives implemented during the year. Both charges were included in Selling, general and administrative expenses in the consolidated statements of operations. As of December 31, 2014 and December 31, 2013, we had approximately $10.6 million and $0.9 million, respectively, in accrued post-employment benefit expense for estimated future payments in accordance with ASC 712. We do not anticipate any further costs related to the restructuring plan.

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Accounts Receivable (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014 contract_claim	Dec. 31, 2013	Dec. 31, 2012
Accounts Receivable (Textual) [Abstract]
Unbilled receivables	$ 50.7	$ 41.6
Number of contract claims	4
Concentration risk, percentage	100.00%	100.00%	100.00%
Accounts Receivable [Member]
Accounts Receivable (Textual) [Abstract]
Concentration risk, percentage	59.00%	84.00%
LOGCAP IV [Member] | Accounts Receivable [Member]
Accounts Receivable (Textual) [Abstract]
Concentration risk, percentage	20.00%	34.00%

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Significant Accounting Policies and Accounting Developments (Details Textual) (USD $)	0 Months Ended	9 Months Ended	12 Months Ended
	Apr. 11, 2010	Sep. 26, 2014 operating_and_reporting_segment	Dec. 31, 2014 operating_and_reporting_segment group	Dec. 31, 2013	Mar. 15, 2012
Significant Accounting Policies and Accounting Developments (Textual) [Abstract]
Holders of DynCorp Internationals stock received (in dollars per share)	$ 17.55
Number of equity method investees classification groups			2
Percentage of interest in joint venture			100.00%
Ownership interest				100.00%	50.00%
Maturity of cash and cash equivalents			three months or less
Income tax settlement position			100.00%
Number of operating and reportable segment		2	2
Dyncorp International FZ LLC [Member]
Significant Accounting Policies and Accounting Developments (Textual) [Abstract]
Variable Interest Entity ownership percentage			25.00%

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Domestic and foreign components of Income (loss) before income taxes

The domestic and foreign components of (Loss) income before income taxes are as follows:

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Domestic	$	(286,799	)	$	(286,989	)	$	6,567
Foreign	(1,391		)	27			5,739
(Loss) income before income taxes	$	(288,190	)	$	(286,962	)	$	12,306

Benefit (provision for) from income taxes

The Benefit (provision) from income taxes consists of the following:

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Current portion:
Federal	$	311		$	—		$	—
State	(800		)	(784		)	(500		)
Foreign	(3,363		)	(16,045		)	(4,342		)
	(3,852		)	(16,829		)	(4,842		)
Deferred portion:
Federal	23,001			52,574			(9,996		)
State	739			1,086			(101		)
Foreign	682			630			(659		)
	24,422			54,290			(10,756		)
Benefit (provision) from income taxes	$	20,570		$	37,461		$	(15,598	)

Schedule of deferred tax assets and liabilities

Temporary differences, which give rise to deferred tax assets and liabilities, were as follows:

	As of
	December 31, 2014			December 31, 2013
(Amounts in thousands)
Deferred tax assets related to:
Workers' compensation accrual	$	5,046		$	10,788
Accrued vacation	4,734			5,055
Completion bonus allowance	6,001			3,539
Accrued severance	3,751			193
Accrued executive incentives	2,151			4,538
Legal reserve	3,099			1,559
Accrued health costs	799			1,704
Suspended loss from consolidated partnership	—			5,421
Contract loss reserve	11,684			8,877
Other accrued liabilities and reserves	26,261			18,539
Partnership / joint venture basis differences	3,072			—
Foreign tax credit carryforward	16,336			17,880
Net operating loss carryforward	979			1,096
Other carryforwards	704			656
Uncertain tax positions	5,649			7,471
Goodwill and other intangible assets	44,201			—
Valuation allowance	(47,808		)	—
Total deferred tax assets	86,659			87,316
Deferred tax liabilities related to:
Partnership / joint venture basis differences	—			(150		)
Prepaid insurance	(5,242		)	(6,976		)
Indefinite lived intangibles	(31,806		)	—
Goodwill and other intangible assets	—			(25,101		)
Unbilled receivables	(75,392		)	(103,413		)
Total deferred tax liabilities	(112,440		)	(135,640		)
Total deferred tax liabilities, net	$	(25,781	)	$	(48,324	)

Deferred tax assets and liabilities are reported as:

	As of
	December 31, 2014			December 31, 2013
(Amounts in thousands)
Current deferred tax liabilities, net	$	(31,477	)	$	(30,965	)
Non-current deferred tax assets (liabilities), net	5,696			(17,359		)
Deferred tax liabilities, net	$	(25,781	)	$	(48,324	)

Reconciliation of the statutory federal income tax rate to Company's effective rate

A reconciliation of the statutory federal income tax rate to our effective rate is provided below:

	For the years ended
	December 31, 2014		December 31, 2013		December 31, 2012
Statutory rate	35.0	%	35.0	%	35.0	%
State income tax, less effect of federal deduction	—	%	0.1	%	4.9	%
Noncontrolling interests	0.3	%	0.5	%	(16.1	)%
Goodwill impairment (1)	(11.2	)%	(22.6	)%	70.6	%
Uncertain tax positions	0.1	%	(0.1	)%	13.7	%
Nondeductible expenses	(0.8	)%	(0.4	)%	9.0	%
Penalties	—	%	—	%	5.8	%
Valuation allowance	(16.2	)%	—	%	—	%
Other	(0.1	)%	0.6	%	3.8	%
Effective tax rate	7.1	%	13.1	%	126.7	%

(1) Includes non-cash impairment charges to goodwill associated with our DynAviation and DynLogistics segments for years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. See Note 3 for further discussion.

Reconciliation of the beginning and ending amount of unrecognized tax benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(Amounts in thousands)	Unrecognized Tax Benefits
Balance at December 31, 2012	$	8,234
Additions for tax positions related to prior years	1,686
Reductions for tax positions of prior years	(447		)
Settlements	—
Remeasurements	—
Net releases	—
Lapse of statute of limitations	—
Balance at December 31, 2013	$	9,473
Additions for tax positions related to prior years	—
Reductions for tax positions of prior years	(447		)
Settlements	(1,375		)
Remeasurements	(311		)
Net releases	—
Lapse of statute of limitations	—
Balance at December 31, 2014	$	7,340

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Goodwill, Other Intangible Assets, and Long-Lived Assets (Tables)

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill balances for segments

The carrying amount of goodwill, by segment, was as follows:

(Amounts in thousands)	DynAviation			DynLogistics			Total
Balance as of December 31, 2012	$	442,393		$	161,659		$	604,052
Impairment of goodwill	(281,461		)	(28,824		)	(310,285		)
Balance as of December 31, 2013	160,932			132,835			293,767
Impairment of goodwill	(74,137		)	(90,742		)	(164,879		)
Balance as of December 31, 2014	$	86,795		$	42,093		$	128,888

Information about changes relating to certain intangible assets

The following tables provide information about changes relating to certain intangible assets:

	December 31, 2014
(Amounts in thousands, except years)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Impairment			Net
Other intangible assets:
Customer-related intangible assets	4.6	$	350,912	$	(178,126	)	$	(33,388	)	$	139,398
Other
Finite-lived	4.8	15,418		(10,395		)	—			5,023
Indefinite-lived		5,059		—			—			5,059
Total other intangibles		$	371,389	$	(188,521	)	$	(33,388	)	$	149,480
Tradenames:
Finite-lived	0.4	$	869	$	(807	)	$	—		$	62
Indefinite-lived		43,222		—			(14,522		)	28,700
Total tradenames		$	44,091	$	(807	)	$	(14,522	)	$	28,762

	December 31, 2013
(Amounts in thousands, except years)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Impairment		Net
Other intangible assets:
Customer-related intangible assets	5.6	$	350,912	$	(138,623	)	$	—	$	212,289
Other
Finite-lived	6.3	22,042		(14,151		)	—		7,891
Indefinite-lived		5,059		—			—		5,059
Total other intangibles		$	378,013	$	(152,774	)	$	—	$	225,239
Tradenames:
Finite-lived	1.4	$	869	$	(627	)	$	—	$	242
Indefinite-lived		43,222		—			—		43,222
Total tradenames		$	44,091	$	(627	)	$	—	$	43,464

Future amortization based upon the finite-lived intangible assets owned

The following table outlines an estimate of future amortization based upon the finite-lived intangible assets owned at December 31, 2014:

	Amortization Expense (1)
Estimate for calendar year 2015	32,264
Estimate for calendar year 2016	29,465
Estimate for calendar year 2017	26,880
Estimate for calendar year 2018	23,908
Estimate for calendar year 2019	21,463
Thereafter	10,503

(1)The future amortization is inclusive of the finite lived intangible-assets and finite-lived tradename.

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Income Taxes (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Deferred tax assets related to:
Workers' compensation accrual	$ 5,046	$ 10,788
Accrued vacation	4,734	5,055
Completion bonus allowance	6,001	3,539
Accrued severance	3,751	193
Accrued executive incentives	2,151	4,538
Legal reserve	3,099	1,559
Accrued health costs	799	1,704
Suspended loss from consolidated partnership	0	5,421
Contract loss reserve	11,684	8,877
Other accrued liabilities and reserves	26,261	18,539
Partnership / joint venture basis differences	3,072	0
Foreign tax credit carryforward	16,336	17,880
Net operating loss carryforward	979	1,096
Other carryforwards	704	656
Uncertain tax positions	5,649	7,471
Goodwill and other intangible assets	44,201	0
Valuation allowance	(47,808)	0
Total deferred tax assets	86,659	87,316
Deferred tax liabilities related to:
Partnership / joint venture basis differences	0	(150)
Prepaid insurance	(5,242)	(6,976)
Goodwill and other intangible assets	(31,806)	(25,101)
Unbilled receivables	(75,392)	(103,413)
Total deferred tax liabilities	(112,440)	(135,640)
Total deferred tax liabilities, net	$ (25,781)	$ (48,324)

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Composition of Certain Financial Statement Captions (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Prepaid expenses and other current assets
Prepaid expenses	$ 30,821	$ 29,611
Income tax refunds receivable	655	7,334
Inventories	25,198	27,008
Aircraft parts inventory held on consignment	2,278	2,404
Work-in-process inventory, net	5,772	28,444
Joint venture receivables	1,497	2,251
Assets held for sale	0	3,017
Other current assets	7,979	24,441
Total prepaid expenses and other current assets	$ 74,200	$ 124,510

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Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2014

Receivables [Abstract]

Accounts receivable

Accounts Receivable, net consisted of the following:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Billed	$	146,286	$	179,586
Unbilled	302,210		397,550
Total	$	448,496	$	577,136

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Retirement Plans (Tables)

12 Months Ended

Dec. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Schedule of pension fund

Our participation in the IAMNPF for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 is outlined in the table below. The "EIN/PN" column provides the Employee Identification Number ("EIN") and the three-digit plan number ("PN"). The most recent Pension Protection Act ("PPA") zone status available for 2014, 2013 and 2012 is for the plan year-ends as indicated below. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are between 65 percent and 80 percent funded, and plans in the green zone are at least 80 percent funded. The "FIP/RP Status Pending/Implemented" column indicates if the plan has a financial improvement plan ("FIP") or a rehabilitation plan ("RP") which is either pending or has been implemented. In addition to regular plan contributions, we may be subject to a surcharge if the plan is in the red zone. The "Surcharge Imposed" column indicates whether a surcharge has been imposed on contributions to the plan. The last column lists the expiration date of the collective-bargaining agreements to which the plan is subject.

					FIP / RP Status	Total Contributions of DynCorp International				Expiration
		PPA Zone Status (2)			Pending /	(Amounts in thousands)			Surcharge	Date of
Pension Fund	EIN/PN	2014	2013	2012	Implemented	2014	2013	2012	Imposed	CBA
IAMNPF (1)	516031295 / 001	Green	Green	Green	No	$6,845	$6,062	$4,686	No	5/15/2015 through 3/30/2018

(1) Of the 13 collective-bargaining agreements that require contributions to this plan, the agreement with International Association of Machinists ("IAM") Pilot union employees at California Department of Forestry and Fire Protection ("CAL FIRE") is the most significant as contributions under this plan for years 2015 through the expiration date of the collective-bargaining agreement will approximate $14.1 million, or 36.3% of all required contributions to the IAMNPF.

(2) Unless otherwise noted, the most recent PPA zone status available in 2014, 2013 and 2012, is for the plan’s year-end status for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. The zone status is based on information we receive from the plan and is certified by the plan's actuary. Generally, plans in the red zone are less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded.

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Significant Accounting Policies and Accounting Developments

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Significant Accounting Policies and Accounting Developments

Significant Accounting Policies and Accounting Developments

Unless the context otherwise indicates, references herein to "we," "our," "us," or "the Company" refer to Delta Tucker Holdings, Inc. and our consolidated subsidiaries. The Company was incorporated in the state of Delaware on April 1, 2010. On July 7, 2010, DynCorp International Inc. ("DynCorp International") completed a merger with Delta Tucker Sub, Inc., a wholly owned subsidiary of the Company. Pursuant to the Agreement and Plan of Merger dated as of April 11, 2010, Delta Tucker Sub, Inc. merged with and into DynCorp International, with DynCorp International becoming the surviving corporation and a wholly-owned subsidiary of the Company (the "Merger"). Holders of DynCorp International’s stock received $17.55 in cash for each outstanding share and since Cerberus indirectly owns all of our outstanding equity, DynCorp International’s stock is no longer publicly traded as of the Merger.

These consolidated financial statements have been prepared, pursuant to accounting principles generally accepted in the United States of America ("GAAP").

Fiscal Year

The Company's quarterly periods end on the last Friday of the calendar quarter, except for the fourth quarter of the fiscal year, which ends on December 31. These financial statements reflect our financial results for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Principles of Consolidation

The consolidated financial statements include the accounts of both our domestic and foreign subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has investments in joint ventures that are variable interest entities ("VIEs"). The VIE investments are accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810 — Consolidation. In cases where the Company has (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant or the right to receive benefits from the entity that could potentially be significant to the VIE, the Company consolidates the entity. Alternatively, in cases where all of the aforementioned criteria are not met, the investment is accounted for under the equity method.

The Company classifies its equity method investees in two distinct groups based on management’s day-to-day involvement in the operations of each entity and the nature of each joint venture’s business. If the joint venture is deemed to be an extension of one of our segments and operationally integral to the business, our share of the joint venture’s earnings is reported within operating income in Earnings from equity method investees in the consolidated statement of operations. If the Company considers our involvement less significant, the share of the joint venture’s net earnings is reported in Other income, net in the consolidated statement of operations.

Economic rights in active joint ventures that are operationally integral are indicated by the ownership percentages in the table listed below.

Partnership for Temporary Housing LLC ("PaTH")	30	%
Contingency Response Services LLC ("CRS")	45	%
Global Response Services LLC ("GRS")	51	%
Global Linguist Solutions LLC ("GLS")	51	%

Economic rights in an active joint venture that the Company does not consider operationally integral are indicated by the ownership percentage in the table listed below.

Babcock DynCorp Limited ("Babcock") 44 %

Noncontrolling Interests

We record the impact of our partners' interests in less than wholly owned consolidated joint ventures as noncontrolling interests. Currently, DynCorp International FZ-LLC ("DIFZ") is our only consolidated joint venture for which we do not own 100% of the entity. In March 2012, we entered into a non-cash dividend distribution transaction with Cerberus Series Four Holdings, LLC and Cerberus Partners II, L.P., in which we distributed half of our 50% ownership in DIFZ. We now hold 25% ownership interest in DIFZ. We continue to consolidate DIFZ as we still exercise power over activities that significantly impact DIFZ’s economic performance and have the obligation to absorb losses or receive benefits of DIFZ that could potentially be significant to DIFZ. Noncontrolling interests is presented on the face of the consolidated statements of operations as an increase or reduction in arriving at "Net (loss) income attributable to Delta Tucker Holdings, Inc." Noncontrolling interests is located in the equity section on the consolidated balance sheets. See Note 12 for further information regarding DIFZ.

Revenue Recognition and Cost Estimation on Long-Term Contracts

General - We are predominantly a services provider and only include products or systems when necessary for the execution of the service arrangement. As such, systems, equipment or materials are not generally separable from the services we provide. Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the customer, the sales price is fixed or determinable (for non-U.S. government contracts) or costs are identifiable, determinable, reasonable and allowable (for our U.S. government contracts), and collectability is reasonably assured (for non-U.S. government contracts) or a reasonable contractual basis for recovery exists (for U.S. government contracts). Our contracts typically fall into the following two categories with the first representing substantially all of our revenue: (i) federal government contracts and (ii) other contracts. We apply the appropriate guidance consistently to all contracts.

Major factors we consider in determining total estimated revenue and cost include the base contract price, contract options, change orders (modifications of the original contract), back charges and claims, and contract provisions for penalties, award fees and performance incentives. All of these factors and other special contract provisions are evaluated throughout the life of our contracts when estimating total contract revenue under the percentage-of-completion or proportional methods of accounting. We inherently have risks related to our estimates with long-term contracts. Actual amounts could materially differ from these estimates. We believe the following are the risks associated with our estimation process: (i) assumptions are uncertain and inherently judgmental at the time of the estimate; (ii) use of reasonably different assumptions could have changed our estimates, particularly with respect to estimates of contract revenues, costs and recoverability of assets, and (iii) changes in estimates could have material effects on our financial condition or results of operations. The impact of any one of these factors could contribute to a material cumulative adjustment.

Some of our contracts with the U.S. government contain award or incentive fees. We recognize award or incentive fee revenue when we can make reasonably determinable estimates of award or incentive fees to consider them in determining total estimated contract revenue. We do not consider the mere existence of potential award or incentive fees as presumptive evidence that award or incentive fees are to be included in determining total estimated revenue. In some cases, we may not be able to accurately predict whether performance targets will be met, and as such, we exclude the award or incentive fees from the determination of total revenue in such instances. Our accrual of award or incentive fees may require adjustments from time to time.         

We expense pre-contract costs as incurred for an anticipated contract until the contract is awarded. Throughout the life of the contract, indirect costs, including general and administrative costs, are expensed as incurred. Management regularly reviews project profitability and underlying estimates, including total cost to complete a project. For each project, estimates for total project costs are based on such factors as a project's contractual requirements and management's assessment of current and future pricing, economic conditions, political conditions and site conditions. Estimates can be impacted by such factors as additional requirements from our customers, a change in labor markets impacting the availability or cost of a skilled workforce, regulatory changes both domestically and internationally, political unrest or security issues at project locations. Revisions to estimates are reflected in our consolidated results of operations as changes in accounting estimates in the periods in which the facts that give rise to the revisions become known by management. We believe long-term contracts, contracts in a loss position and contracts with material award fees drive the significant changes in estimates in our contracts.

The following table presents the aggregate gross favorable and unfavorable adjustments to income before taxes resulting from changes in contract estimates, including the exercise of additional option years, for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in millions)
Gross favorable adjustments	$	7.4		$	45.8		$	29.3
Gross unfavorable adjustments	(53.9		)	(20.7		)	(9.7		)
Net adjustments	$	(46.5	)	$	25.1		$	19.6

Federal Government Contracts — For all non-construction and non-software U.S. federal government contracts or contract elements, we apply the guidance in ASC 912 - Contractors - Federal Government. We apply the combination and segmentation guidance in ASC 605-35 Revenue - Construction-Type and Production-Type Contracts under the guidance of ASC 912 in analyzing the deliverables contained in the applicable contract to determine appropriate profit centers. Revenue is recognized by profit center using the percentage-of-completion method or completed-contract method. The completed-contract method is used when reliable estimates cannot be supported for percentage-of-completion method recognition or for short duration projects when the results of operations would not vary materially from those resulting from use of the percentage-of-completion method. Until complete, project costs may be maintained in work-in-progress, a component of inventory.

Revenue is recognized based on progress towards completion over the contract period, measured by either output or input methods appropriate to the services or products provided. For example, "output measures" can include units delivered or produced, such as aircraft for which modification has been completed. "Input measures" can include a cost-to-cost method, such as for procurement-related services.

Other Contracts or Contract Elements — Our contracts with non-federal government customers are predominantly service arrangements. Multiple-element arrangements involve multiple obligations in various combinations to perform services, deliver equipment or materials, grant licenses or other rights, or take certain actions. We evaluate all deliverables in an arrangement to determine whether they represent separate units of accounting. Arrangement consideration is allocated among the separate units of accounting based on the guidance applicable for the multiple-element arrangements. Arrangements that are entered into or materially modified after January 1, 2011, are allocated to those identified as multiple-element arrangement based on their relative selling price which is established through vendor specific objective evidence (“VSOE”), third party evidence, or management’s best estimate. Due to the customized nature of our arrangements, VSOE and third party evidence is generally not available. Therefore, our post-January 1, 2011 arrangements allocate the relative selling price to multiple-element arrangements utilizing management’s best estimate of selling price.

Cash and Cash Equivalents

For purposes of reporting cash and cash equivalents, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash represents cash restricted by certain contracts and available for use to pay specified costs and vendors on work performed on specific contracts. On some contracts, advance payments are not available for use and cash is to be disbursed for specified costs for work performed on the specific contract. Changes in restricted cash related to our contracts are included as operating activities within our consolidated statement of cash flows.

The Company classifies the long-term portion of restricted cash related to a legal matter in long term assets in our consolidated balance sheets as these amounts are restricted for periods that exceed one year from the balance sheet date.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 but not limited to, those relating to allowances for doubtful accounts, fair value and impairment of intangible assets and goodwill, income taxes, stock based compensation, profitability on contracts, anticipated contract modifications, contingencies and litigation. Actual results could differ from those estimates.

Allowance for Doubtful Accounts

We establish an allowance for doubtful accounts against specific billed receivables based upon the latest information available to determine whether invoices are ultimately collectible. Such information includes the historical trends of write-offs and recovery of previously written-off accounts, the financial strength of the respective customer and projected economic and market conditions. The evaluation of these factors involves subjective judgments and changes in these factors may cause an increase to our estimated allowance for doubtful accounts, which could impact our consolidated financial statements by incurring bad debt expense. Given that we primarily serve the U.S. government, we believe the risk is low that changes in our allowance for doubtful accounts would result in a material impact on our financial results.

Property and Equipment

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. Depreciation related to equipment purchased for specific contracts is typically included within Cost of services, as this depreciation is directly attributable to project costs. We evaluate property and equipment for impairment quarterly by examining factors such as existence, functionality, obsolescence and physical condition. In the event we experience impairment, we revise the useful life estimate and record the impairment to arrive at a revised net book value. Our standard depreciation and amortization policies are as follows:

Computer and related equipment	3 to 5 years
Equipment and Other	2 to 10 years
Leasehold improvements	Shorter of lease term or useful life

Customer Related Intangible Assets

The initial values assigned to customer-related intangibles were the result of fair value calculations associated with business combinations. The values were determined based on estimates and judgments regarding expectations for the estimated future after-tax cash flows from those assets over their lives, including the probability of expected future contract renewals and sales, less a cost-of-capital charge, all of which was discounted to present value. We evaluate the carrying value of our customer-related intangibles within the asset group representing the lowest level of identifiable cash flows whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The customer related intangible carrying value is considered impaired when the anticipated undiscounted cash flows from such asset group 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.

Indefinite-Lived Assets and Goodwill

Indefinite-lived assets, including goodwill and indefinite-lived tradename, are not amortized but are subject to an annual impairment test. We evaluate goodwill and indefinite lived tradename for impairment annually in the first month of the fourth quarter of each fiscal year and when an event occurs or circumstances change to suggest that the carrying value may not be recoverable. The first step of the goodwill impairment test compares the fair value of each of our reporting units with its carrying amount, including indefinite-lived assets. If the fair value of a reporting unit exceeds its carrying amount, the 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 goodwill impairment test is performed to measure the amount of the impairment loss, if any.

Income Taxes

We file income, franchise, gross receipts and similar tax returns in many jurisdictions. Our tax returns are subject to audit by the Internal Revenue Service, within most states in the U.S., and by various government agencies representing several jurisdictions outside the U.S.

We use the asset and liability approach for financial accounting and reporting for income taxes in accordance with the FASB. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense is made up of current expense which includes both permanent and temporary differences and deferred expense which only includes temporary differences. Income tax expense is the amount of tax payable for the period plus or minus the change in deferred tax assets and liabilities during the period.

We perform a comprehensive review of our portfolio of uncertain tax positions regularly. The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. A liability is recorded when a benefit is recognized for a tax position and it is not more-likely-than-not that the position will be sustained on its technical merits or where the position is more-likely-than-not that it will be sustained on its technical merits, but the largest amount to be realized upon settlement is less than 100% of the position.

To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Tax-related interest is included within interest expense and tax-related penalties are included within income tax expense in our consolidated statements of operations. See Note 4 regarding income taxes.

Share Based Compensation

We recognize compensation expense in the financial statements for all share based arrangements. Share based compensation cost is measured at the date of grant, based on the fair value of the award, and is recognized over the employee's requisite service period. See Note 9 for further discussion on share based compensation.

Currency Translation

The assets and liabilities of our subsidiaries outside the U.S. that have a currency other than the U.S. dollar are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Results of operations and cash flow items for these subsidiaries are translated at the average exchange rates prevailing during the period. Gains and losses resulting from currency transactions and the re-measurement of the financial statements of U.S. functional currency foreign subsidiaries are recognized currently in Cost of services and Other income, net, respectively and those resulting from translation of financial statements are included in accumulated other comprehensive income. Our foreign currency transactions were not material for the calendar years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Operating Segments

Our business is aligned into two operating and reporting segments, DynAviation and DynLogistics. Our chief operating decision maker assesses performance and allocates resources based upon the separate financial information around the Company’s operating segments, which is comprised of numerous contracts.

Accounting Developments

Pronouncements Issued

On May 28, 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes existing revenue recognition guidance, including ASC No. 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts. ASU 2014-09 outlines a single set of comprehensive principles for recognizing revenue under GAAP. Among other things, it requires companies to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time. These concepts, as well as other aspects of ASU 2014-09, may change the method and/or timing of revenue recognition for certain of our contracts. ASU 2014-09 will be effective January 1, 2017, and may be applied either retrospectively or through the use of a modified-retrospective method. We are currently evaluating both methods of adoption as well as the effect ASU 2014-09 will have on our consolidated financial position, results of operations and cash flows.

On August 27, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern. ASU 2014-15 provides guidance in generally accepted accounting principles about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for annual reporting periods ending after December 15, 2016 and for annual and interim periods thereafter (fiscal year 2016 for the Company). Early adoption is permitted. We do not expect the new guidance to have an impact on our consolidated financial statements.

Other accounting standards updates effective after December 31, 2014 are not expected to have a material effect on our consolidated financial position or annual results of operations and cash flows.

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2014

Long-term Debt, Unclassified [Abstract]

Schedule of long-term debt

Long-term debt consisted of the following:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
10.375% senior unsecured notes	$	455,000	$	455,000
Term loan	187,272		277,272
Total long-term debt	$	642,272	$	732,272

Schedule of maximum leverage ratios by period end

Effective with the Fourth Amendment, the maximum total leverage ratios are set forth below as follows:

Period Ending	Total Leverage Ratio
December 31, 2014	5.55 to 1.0
March 27, 2015	6.65 to 1.0
June 26, 2015	7.70 to 1.0
September 25, 2015	8.10 to 1.0
December 31, 2015	7.75 to 1.0
March 25, 2016	7.60 to 1.0
June 24, 2016	6.90 to 1.0
June 25, 2016 and thereafter	6.60 to 1.0

Schedule of interest coverage ratios by period end

Effective with the Fourth Amendment, the interest coverage ratios are set forth below as follows:

Period Ending	Interest Coverage Ratio
December 31, 2014	1.05 to 1.0
March 25, 2016	1.15 to 1.0
June 24, 2016	1.20 to 1.0
June 25, 2016 and thereafter	1.30 to 1.0

Schedule of debt redemption prices

The applicable redemption prices with respect to the Senior Unsecured Notes on any applicable redemption date if redeemed during the 12-month period commencing on July 1 of the years set forth below are as follows:

Year	Redemption Price
2014	105.2	%
2015	102.6	%
2016 and thereafter	100.0	%

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Collaborative Arrangements (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Collaborative Arrangements (Textual) [Abstract]
Revenue	$ 2,252,309	$ 3,287,184	$ 4,044,275
Cost of services	2,072,865	2,987,253	3,698,932
Net loss	(267,620)	(249,501)	(3,292)
Collaborative Arrangement [Member]
Collaborative Arrangements (Textual) [Abstract]
Current share of profit	70.00%
Revenue	561,900	1,210,400	1,771,900
Cost of services	526,900	1,120,500	1,652,200
Net loss	$ 2,100	$ 37,000	$ 64,100

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Significant Accounting Policies and Accounting Developments (Details 1) (Babcock Dyn Corp Limited [Member])	12 Months Ended
	Dec. 31, 2014
Babcock Dyn Corp Limited [Member]
Equity Method Investment ownership percentages
Variable Interest Entity ownership percentage	44.00%

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Goodwill, Other Intangible Assets, and Long-Lived Assets (Details Textual) (USD $)	9 Months Ended	12 Months Ended			1 Months Ended	3 Months Ended
	Sep. 26, 2014 operating_and_reporting_segment	Dec. 31, 2014 operating_and_reporting_segment	Dec. 31, 2013	Dec. 31, 2012	Oct. 31, 2014	Sep. 26, 2014 reporting_unit	Jun. 27, 2014 reporting_unit	Dec. 31, 2014
Goodwill and Other Intangible Assets (Textual) [Abstract]
Number of operating and reportable segment	2	2
Impairment of goodwill, intangibles and long lived assets		$ 164,879,000		$ 44,594,000
Amortization expense		44,000,000	44,300,000	46,100,000
Goodwill and Other Intangible Assets (Additional Textual) [Abstract]
Capitalized software net value		5,000,000	7,900,000					5,000,000
DynAviation [Member]
Goodwill and Other Intangible Assets (Textual) [Abstract]
Number of new segments						2
Impairment of goodwill, intangibles and long lived assets		74,137,000	281,461,000		11,400,000	50,800,000
Goodwill, estimated fair value exceeding carrying value, percentage		15.00%						15.00%
DynLogistics [Member]
Goodwill and Other Intangible Assets (Textual) [Abstract]
Number of new segments						3	3
Carry value of goodwill			120,600,000
Impairment of goodwill, intangibles and long lived assets			28,824,000				90,742,000
Air Wing [Member]
Goodwill and Other Intangible Assets (Textual) [Abstract]
Impairment of goodwill, intangibles and long lived assets								12,000,000
Scenario, Previously Reported [Member] | DynLogistics [Member]
Goodwill and Other Intangible Assets (Textual) [Abstract]
Number of new segments							2
Customer Relationships [Member]
Goodwill and Other Intangible Assets (Textual) [Abstract]
Impairment of goodwill, intangibles and long lived assets								33,400,000
Trade Names [Member]
Goodwill and Other Intangible Assets (Textual) [Abstract]
Impairment of goodwill, intangibles and long lived assets								$ 14,500,000

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Equity Equity (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding at beginning of period (in shares)	3,144	0
Shares granted (in shares)	4,339	3,144
Shares exercised (in shares)	0	0
Shares forfeited and expired (in shares)	(1,582)
Options outstanding at end of period (in shares)	5,901	3,144
Common Class B-1 Interest [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Shares granted (in shares)	4,339	2,764
Common Class B-2 Interests [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Shares granted (in shares)	0	380

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Consolidated Statements of Operations (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Statement [Abstract]
Revenue	$ 2,252,309	$ 3,287,184	$ 4,044,275
Cost of services	(2,072,865)	(2,987,253)	(3,698,932)
Selling, general and administrative expenses	(146,881)	(149,925)	(149,362)
Depreciation and amortization expense	(48,582)	(48,628)	(50,260)
Earnings from equity method investees	10,077	4,570	825
Impairment of goodwill, intangibles and long lived assets	(214,004)	(312,728)	(50,663)
Operating (loss) income	(219,946)	(206,780)	95,883
Interest expense	(70,783)	(78,826)	(86,272)
Loss on early extinguishment of debt	(1,362)	(703)	(2,094)
Interest income	221	157	117
Other income (expense), net	3,680	(810)	4,672
(Loss) income before income taxes	(288,190)	(286,962)	12,306
Benefit (provision) for income taxes	20,570	37,461	(15,598)
Net loss	(267,620)	(249,501)	(3,292)
Noncontrolling interests	(2,160)	(4,235)	(5,645)
Net loss attributable to Delta Tucker Holdings, Inc.	$ (269,780)	$ (253,736)	$ (8,937)

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Composition of Certain Financial Statement Captions (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Property and equipment, net
Helicopters	$ 7,108	$ 4,007
Computers and other equipment	11,061	14,258
Leasehold improvements	19,055	17,585
Office furniture and fixtures	4,203	3,006
Gross property and equipment	41,427	38,856
Less accumulated depreciation	(17,641)	(14,736)
Total property and equipment, net	$ 23,786	$ 24,120

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Cash flows from operating activities
Net loss	$ (267,620)		$ (249,501)		$ (3,292)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	49,707	[1]	50,279	[1]	51,814	[1]
Amortization of deferred loan costs	6,129		6,827		7,698
Allowance for losses on accounts receivable	3,182		465		(112)
Loss on early extinguishment of debt, net	1,362		703		2,094
Loss on impairment of goodwill, intangibles and long-lived assets	214,004		312,728		50,663
Earnings from equity method investees	(12,368)		(3,737)		(4,767)
Distributions from equity method investees	9,739		7,569		3,438
Deferred income taxes	(22,650)		(61,538)		8,611
Stock based compensation	3,184		490		0
Other	275		(368)		(4,583)
Changes in assets and liabilities:
Restricted cash	0		0		9,114
Accounts receivable	125,458		203,012		(26,143)
Prepaid expenses and other current assets	40,650		(41,656)		2,826
Accounts payable and accrued liabilities	(124,964)		(91,328)		40,201
Income taxes payable	(711)		3,557		6,628
Net cash provided by operating activities	25,377		137,502		144,190
Cash flows from investing activities
Purchase of property and equipment, net	(8,712)		(7,628)		(5,528)
Proceeds from sale of property, plant, and equipment	44		182		25
Heliworks acquisition, net of cash acquired	0		0		(11,746)
Purchase of software	(1,631)		(2,718)		(2,590)
Return of capital from equity method investees	5,625		2,223		9,154
Contributions to equity method investees	0		(30)		(1,478)
Net cash used in investing activities	(4,674)		(7,971)		(12,163)
Cash flows from financing activities
Borrowings on long-term debt	118,000		745,900		325,000
Payments on long-term debt	(208,000)		(796,537)		(415,000)
Payments of deferred financing cost	(1,740)		(2,139)		0
Borrowings under other financing arrangements	20,214		9,431		62,580
Payments under other financing arrangements	(24,321)		(29,734)		(53,918)
Payment of dividends to noncontrolling interests	(1,697)		(4,382)		(2,119)
Net cash used in financing activities	(97,544)		(77,461)		(83,457)
Net (decrease) increase in cash and cash equivalents	(76,841)		52,070		48,570
Cash and cash equivalents, beginning of period	170,845		118,775		70,205
Cash and cash equivalents, end of period	94,004		170,845		118,775
Income taxes paid, net of receipts	(4,601)		(13,874)		(1,316)
Interest paid	$ (65,045)		$ (71,875)		$ (75,196)

[1] Includes amounts in Cost of services of $1.1 million, $1.7 million and $1.6 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively.

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Income Taxes (Details 5) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Reconciliation of the beginning and ending amount of unrecognized tax benefits
Unrecognized income tax benefits, beginning balance	$ 9,473	$ 8,234
Additions for tax positions related to prior years	0	1,686
Reductions for tax positions of prior years	(447)	(447)
Settlements	(1,375)	0
Remeasurements	(311)	0
Net releases	0	0
Lapse of statute of limitations	0	0
Unrecognized income tax benefits, ending balance	$ 7,340	$ 9,473

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Fair Value of Financial Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Estimate of fair value of long-term debt based on quoted prices in active markets

Our estimate of the fair value of our long-term debt is based Level 1 and Level 2 inputs, as defined above.

	As of
	December 31, 2014				December 31, 2013
	Carrying		Fair		Carrying		Fair
(Amounts in thousands)	Amount		Value		Amount		Value
10.375% senior unsecured notes	$	455,000	$	373,100	$	455,000	$	468,650
Term Loan	187,272		185,868		277,272		278,658
Total long-term debt	$	642,272	$	558,968	$	732,272	$	747,308

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Long-Term Debt (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Long-Term Debt
Long-term debt	$ 642,272	$ 732,272
10.375% senior unsecured notes [Member]
Long-Term Debt
Long-term debt	455,000	455,000
Term loan [Member]
Long-Term Debt
Long-term debt	$ 187,272	$ 277,272

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Subsequent Events

12 Months Ended

Dec. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

We evaluated potential subsequent events occurring after the period end date and determined no subsequent events merited disclosure for the year ended December 31, 2014, except as disclosed within the Notes to the consolidated financial statements.

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Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Summary of the financial information of the reportable segments reconciled

The following is a summary of the financial information of the reportable segments reconciled to the amounts reported in the consolidated financial statements:

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Revenue
DynAviation (1)	$	1,204,417		$	1,373,635		$	1,338,514
DynLogistics (1)	1,045,200			1,920,715			2,709,469
Headquarters / Other (2)	2,692			(7,166		)	(3,708		)
Total revenue	$	2,252,309		$	3,287,184		$	4,044,275
Operating (loss) / income
DynAviation (1)	$	(61,501	)	$	(194,701	)	$	105,327
DynLogistics (1)	(67,097		)	36,243			48,941
Headquarters / Other (3)	(91,348		)	(48,322		)	(58,385		)
Total operating (loss) / income	$	(219,946	)	$	(206,780	)	$	95,883
Depreciation and amortization
DynAviation (1)	$	1,665		$	1,628		$	685
DynLogistics (1)	55			543			1,043
Headquarters / Other	47,987			48,108			50,086
Total depreciation and amortization (4)	$	49,707		$	50,279		$	51,814

(1) DynGlobal revenue, operating loss, and depreciation and amortization for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 is immaterial and included within DynAviation and DynLogistics due to the amended organizational structure. See Note 3 for further discussion of our organizational structure.

(2) Represents revenue earned on shared services arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments.

(3) Headquarters operating loss primarily relates to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers.

(4) Includes amounts in Cost of services of $1.1 million, $1.7 million and $1.6 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively.

	As of
	December 31, 2014		December 31, 2013		December 31, 2012
(Amounts in thousands)
Assets
DynAviation (1)	$	393,246	$	447,646	$	706,646
DynLogistics (1)	299,961		591,304		800,734
Headquarters / Other (2)	289,280		460,971		463,336
Total assets	$	982,487	$	1,499,921	$	1,970,716

Schedule of Assets Allocation to segment

	As of
	December 31, 2014		December 31, 2013		December 31, 2012
(Amounts in thousands)
Assets
DynAviation (1)	$	393,246	$	447,646	$	706,646
DynLogistics (1)	299,961		591,304		800,734
Headquarters / Other (2)	289,280		460,971		463,336
Total assets	$	982,487	$	1,499,921	$	1,970,716

(1) DynGlobal assets for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 are included within DynAviation and DynLogistics due to the amended organizational structure. See Note 3 for further discussion of our organizational structure.

(2) Assets primarily include cash, investments in unconsolidated subsidiaries, net deferred tax liabilities, intangible assets (excluding goodwill) and deferred debt issuance costs.

Summary of Revenue by geography

Revenue by geography is determined based on the location of services provided.

	For the years ended
	December 31, 2014				December 31, 2013				December 31, 2012
(Amounts in thousands)
United States	$	612,220	27	%	$	695,772	21	%	$	635,293	16	%
Afghanistan	1,003,205		45	%	1,845,234		56	%	2,436,714		60	%
Middle East (1)	387,021		17	%	534,861		16	%	730,372		18	%
Other Americas	84,424		4	%	87,759		3	%	106,160		3	%
Europe	53,853		2	%	52,365		2	%	51,209		1	%
Asia-Pacific	41,953		2	%	46,170		1	%	44,000		1	%
Other	69,633		3	%	25,023		1	%	40,527		1	%
Total revenue	$	2,252,309	100	%	$	3,287,184	100	%	$	4,044,275	100	%

(1) The Middle East includes but is not limited to activities in Iraq, Oman, Qatar, United Arab Emirates, Kuwait, Palestine, Sudan, Pakistan, Jordan, Lebanon, Bahrain, Saudi Arabia, Turkey and Egypt. The vast majority of all assets owned by the Company were located in the U.S. as of December 31, 2014.

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Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2014

Valuation and Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts

Valuation and Qualifying Accounts

Delta Tucker Holdings, Inc.

For the years ended December 31, 2014, December 31, 2013 and December 31, 2012

(Amount in thousands)	Beginning of Period		Charged to Costs and Expense		Deductions from Reserve (1)			End of Period
Allowance for doubtful accounts:
December 31, 2011 — December 31, 2012	$	1,947	$	722	$	(1,188	)	$	1,481
December 31, 2012 — December 31, 2013	$	1,481	$	1,531	$	(1,391	)	$	1,621
December 31, 2013 — December 31, 2014	$	1,621	$	3,269	$	(154	)	$	4,736

(1) Deductions from reserve represents accounts written off, net of recoveries.

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Long-Term Debt (Details Textual) (USD $)	0 Months Ended	12 Months Ended
	Nov. 05, 2014	Dec. 31, 2014	Dec. 31, 2013	Jul. 10, 2010
Long-Term Debt (Additional Textual) [Abstract]
Line of credit facility, maximum borrowing		$ 181,000,000.0
Line of credit facility, reduction in facility percentage	20.00%
Line of credit facility, reduction in facility	36,200,000
Line of credit facility, forgiveness of one time charge	35,000,000
Long-term debt		642,272,000	732,272,000
Additional available borrowing capacity		108,100,000	144,600,000
Debt less unrestricted cash and cash equivalents		75,000,000
Line of credit fronting fee rate		0.25%
Prepayments of term loan		90,000,000	50,000,000
Maximum [Member]
Long-Term Debt (Additional Textual) [Abstract]
Debt less unrestricted cash and cash equivalents		75,000,000.0
Base Rate [Member]
Long-Term Debt (Additional Textual) [Abstract]
Minimum Spread Over Other Variable Rates		1.00%
Floor variable Base Rate		2.75%
London Interbank Offered Rate (LIBOR) [Member]
Long-Term Debt (Additional Textual) [Abstract]
Floor for euro currency rate		1.75%
Term Loan Facility [Member]
Long-Term Debt (Additional Textual) [Abstract]
Reduction in deferred financing cost		1,400,000	700,000
Term Loan Facility [Member] | Base Rate [Member]
Long-Term Debt (Additional Textual) [Abstract]
Applicable margin for term loan		3.50%
Term Loan Facility [Member] | Eurocurrency Rate [Member]
Long-Term Debt (Additional Textual) [Abstract]
Applicable margin for term loan		4.50%
Revolving Credit Facility [Member]
Long-Term Debt (Additional Textual) [Abstract]
Line of credit facility, maximum borrowing		144,800,000
Revolving Credit Facility [Member] | Maximum [Member]
Long-Term Debt (Additional Textual) [Abstract]
Revolver rate		0.75%
Revolving Credit Facility [Member] | Minimum [Member]
Long-Term Debt (Additional Textual) [Abstract]
Revolver rate		0.50%
Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member]
Long-Term Debt (Additional Textual) [Abstract]
Applicable margin for term loan		3.50%
Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member]
Long-Term Debt (Additional Textual) [Abstract]
Applicable margin for term loan		3.00%
Revolving Credit Facility [Member] | Eurocurrency Rate [Member] | Maximum [Member]
Long-Term Debt (Additional Textual) [Abstract]
Applicable margin for term loan		4.50%
Revolving Credit Facility [Member] | Eurocurrency Rate [Member] | Minimum [Member]
Long-Term Debt (Additional Textual) [Abstract]
Applicable margin for term loan		4.00%
Letter of Credit [Member]
Long-Term Debt (Additional Textual) [Abstract]
Line of credit facility, maximum borrowing		100,000,000.0
Additional available borrowing capacity		36,700,000	36,400,000
Revolver rate		0.50%	0.50%
Applicable interest rates for letter of credit sub-facility		4.00%	4.25%
Letter of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Long-Term Debt (Additional Textual) [Abstract]
Applicable margin for term loan		4.50%
Letter of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Long-Term Debt (Additional Textual) [Abstract]
Applicable margin for term loan		4.00%
Term loan [Member]
Long-Term Debt (Additional Textual) [Abstract]
Long-term debt		187,272,000	277,272,000
Percentage of actual interest rate under the Term Loan		6.25%	6.25%
10.375% senior unsecured notes [Member]
Long-Term Debt (Additional Textual) [Abstract]
Long-term debt		455,000,000	455,000,000
Debt amount				455,000,000.0
Percentage of senior unsecured notes				10.375%
Maturity period of quarterly principle payments		Jul. 01, 2017
Trigger amount of asset sales and change of control events for repurchase of notes at defined prices		$ 15,000,000
Repurchase of debt, percent of principle		100.00%
Repurchase of senior unsecured notes		101.00%
Market value of unsecured loans as, a percentage of stated value		82.00%	103.00%

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Consolidated Statements of Equity (Deficit) (USD $) In Thousands, except Share data, unless otherwise specified	Total	Total Equity (Deficit) Attributable to Delta Tucker Holdings, Inc.	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Noncontrolling Interests
Balance, beginning of period at Dec. 30, 2011	$ 453,152	$ 447,966	$ 0	$ 550,951	$ (102,926)	$ (59)	$ 5,186
Balance, beginning of period, Shares at Dec. 30, 2011			0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(3,150)	(8,795)			(8,937)	142	5,645
Distribution to affiliates of Parent	(1,302)	(1,998)		(1,998)			696
DIFZ financing, net of tax	369	369		369
Dividends declared to noncontrolling interests	(3,315)						(3,315)
Balance, end of period at Dec. 31, 2012	445,754	437,542	0	549,322	(111,863)	83	8,212
Balance, end of period, Shares at Dec. 31, 2012			0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(249,781)	(254,016)			(253,736)	(280)	4,235
Stock compensation	490	490		490
DIFZ financing, net of tax	(231)	(231)		(231)
Dividends declared to noncontrolling interests	(6,572)						(6,572)
Balance, end of period at Dec. 31, 2013	189,660	183,785	0	549,581	(365,599)	(197)	5,875
Balance, end of period, Shares at Dec. 31, 2013	100		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(267,704)	(269,864)			(269,780)	(84)	2,160
Stock compensation	3,184	3,184		3,184
DIFZ financing, net of tax	129	129		129
Dividends declared to noncontrolling interests	(2,546)						(2,546)
Balance, end of period at Dec. 31, 2014	$ (77,277)	$ (82,766)	$ 0	$ 552,894	$ (635,379)	$ (281)	$ 5,489
Balance, end of period, Shares at Dec. 31, 2014	100		0

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Consolidated Statements of Comprehensive Loss (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Statement of Comprehensive Income [Abstract]
Net loss	$ (267,620)	$ (249,501)	$ (3,292)
Other comprehensive (loss), net of tax:
Foreign currency translation adjustment	(131)	(437)	225
Other comprehensive (loss) income , before tax	(131)	(437)	225
Income tax (expense) benefit related to items of other comprehensive income	47	157	(83)
Other comprehensive (loss) income	(84)	(280)	142
Comprehensive loss	(267,704)	(249,781)	(3,150)
Comprehensive loss attributable to noncontrolling interests	(2,160)	(4,235)	(5,645)
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	$ (269,864)	$ (254,016)	$ (8,795)

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Fair Value of Financial Assets and Liabilities

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

Fair Value of Financial Assets and Liabilities

ASC 820 — Fair Value Measurements and Disclosures establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

• Level 1, defined as observable inputs such as quoted prices in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, and borrowings. Because of the short-term nature of cash and cash equivalents, accounts receivable and accounts payable, the fair value of these instruments approximates the carrying value. Our estimate of the fair value of our long-term debt is based Level 1 and Level 2 inputs, as defined above.

	As of
	December 31, 2014				December 31, 2013
	Carrying		Fair		Carrying		Fair
(Amounts in thousands)	Amount		Value		Amount		Value
10.375% senior unsecured notes	$	455,000	$	373,100	$	455,000	$	468,650
Term Loan	187,272		185,868		277,272		278,658
Total long-term debt	$	642,272	$	558,968	$	732,272	$	747,308

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Condensed Financial Information of Registrant (Details Textual) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2014
Condensed Financial Information of Registrant (Textual) [Abstract]
Capital contribution in connection with merger	$ 550.9	$ 550.9

XML

Condensed Financial Information of Registrant - Statement of Operations (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Statement of Operations
Income before income taxes	$ (288,190)	$ (286,962)	$ 12,306
Income tax benefit	20,570	37,461	(15,598)
Net loss	(267,620)	(249,501)	(3,292)
Guarantor Subsidiaries [Member]
Condensed Statement of Operations
Equity in income of subsidiaries, net of tax	10,174	5,097	4,050
Income before income taxes	(220,561)	(215,760)	88,095
Income tax benefit	(3,990)	11,082	(104,699)
Net loss	(224,551)	(204,678)	(16,604)
Subsidiary Issuer [Member]
Condensed Statement of Operations
Equity in income of subsidiaries, net of tax	(224,551)	(204,678)	(16,604)
Income before income taxes	(294,134)	(280,382)	(98,776)
Income tax benefit	24,354	26,646	89,839
Net loss	(269,780)	(253,736)	(8,937)
Non-Guarantor Subsidiaries [Member]
Condensed Statement of Operations
Income before income taxes	12,128	9,599	10,433
Income tax benefit	206	(267)	(738)
Net loss	12,334	9,332	9,695
Consolidation, Eliminations [Member]
Condensed Statement of Operations
Equity in income of subsidiaries, net of tax	484,157	453,317	21,491
Income before income taxes	484,157	453,317	21,491
Net loss	484,157	453,317	21,491
Parent Company [Member]
Condensed Statement of Operations
Equity in income of subsidiaries, net of tax	(269,780)	(253,736)	(8,937)
Income before income taxes	(269,780)	(253,736)	(8,937)
Income tax benefit	0	0	0
Net loss	$ (269,780)	$ (253,736)	$ (8,937)

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014	Mar. 31, 2015	Jun. 27, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	Delta Tucker Holdings, Inc.
Entity Central Index Key	0001514226
Document Type	10-K
Document Period End Date	Dec. 31, 2014
Amendment Flag	false
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		100
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 0

XML

Segment and Geographic Information

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Segment and Geographic Information

Segment and Geographic Information

In August 2014, we amended our operating structure by realigning our DynGlobal segment as a pure business development organization focused on achieving our global growth objectives. DynGlobal will continue as a brand and an initiative to pursue international and commercial business. As a result, DynGlobal resources were redeployed into business development efforts for our two remaining operating and reporting segments: DynAviation and DynLogistics, to identify our highest priority opportunities, and work to capture those opportunities for operational execution by the two remaining segments. Our reporting segments continue to be the same as our operating segments. DynAviation and DynLogistics segments operate 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 following is a summary of the financial information of the reportable segments reconciled to the amounts reported in the consolidated financial statements:

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Revenue
DynAviation (1)	$	1,204,417		$	1,373,635		$	1,338,514
DynLogistics (1)	1,045,200			1,920,715			2,709,469
Headquarters / Other (2)	2,692			(7,166		)	(3,708		)
Total revenue	$	2,252,309		$	3,287,184		$	4,044,275
Operating (loss) / income
DynAviation (1)	$	(61,501	)	$	(194,701	)	$	105,327
DynLogistics (1)	(67,097		)	36,243			48,941
Headquarters / Other (3)	(91,348		)	(48,322		)	(58,385		)
Total operating (loss) / income	$	(219,946	)	$	(206,780	)	$	95,883
Depreciation and amortization
DynAviation (1)	$	1,665		$	1,628		$	685
DynLogistics (1)	55			543			1,043
Headquarters / Other	47,987			48,108			50,086
Total depreciation and amortization (4)	$	49,707		$	50,279		$	51,814

(1) DynGlobal revenue, operating loss, and depreciation and amortization for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 is immaterial and included within DynAviation and DynLogistics due to the amended organizational structure. See Note 3 for further discussion of our organizational structure.

(2) Represents revenue earned on shared services arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments.

(3) Headquarters operating loss primarily relates to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers.

(4) Includes amounts in Cost of services of $1.1 million, $1.7 million and $1.6 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively.

	As of
	December 31, 2014		December 31, 2013		December 31, 2012
(Amounts in thousands)
Assets
DynAviation (1)	$	393,246	$	447,646	$	706,646
DynLogistics (1)	299,961		591,304		800,734
Headquarters / Other (2)	289,280		460,971		463,336
Total assets	$	982,487	$	1,499,921	$	1,970,716

(1) DynGlobal assets for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 are included within DynAviation and DynLogistics due to the amended organizational structure. See Note 3 for further discussion of our organizational structure.

(2) Assets primarily include cash, investments in unconsolidated subsidiaries, net deferred tax liabilities, intangible assets (excluding goodwill) and deferred debt issuance costs.

Geographic Information — Revenue by geography is determined based on the location of services provided.

	For the years ended
	December 31, 2014				December 31, 2013				December 31, 2012
(Amounts in thousands)
United States	$	612,220	27	%	$	695,772	21	%	$	635,293	16	%
Afghanistan	1,003,205		45	%	1,845,234		56	%	2,436,714		60	%
Middle East (1)	387,021		17	%	534,861		16	%	730,372		18	%
Other Americas	84,424		4	%	87,759		3	%	106,160		3	%
Europe	53,853		2	%	52,365		2	%	51,209		1	%
Asia-Pacific	41,953		2	%	46,170		1	%	44,000		1	%
Other	69,633		3	%	25,023		1	%	40,527		1	%
Total revenue	$	2,252,309	100	%	$	3,287,184	100	%	$	4,044,275	100	%

(1) The Middle East includes but is not limited to activities in Iraq, Oman, Qatar, United Arab Emirates, Kuwait, Palestine, Sudan, Pakistan, Jordan, Lebanon, Bahrain, Saudi Arabia, Turkey and Egypt. The vast majority of all assets owned by the Company were located in the U.S. as of December 31, 2014.

Revenue from the U.S. government accounted for approximately 94%, 96% and 97% of total revenue for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. As of December 31, 2014 and December 31, 2013 accounts receivable due from the U.S. government represented over 88% and 92% of total accounts receivable, respectively.

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Related Parties, Joint Ventures and Variable Interest Entities (Details)	0 Months Ended	12 Months Ended
	Jan. 18, 2013	Dec. 31, 2014
Partnership for Temporary Housing LLC [Member]
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage	30.00%	30.00%
Contingency Response Services LLC [Member]
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage		45.00%
Global Response Services LLC [Member]
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage		51.00%
Global Linguist Solutions LLC [Member]
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage		51.00%
DynCorp International FZ-LLC [Member]
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage		25.00%
Babcock DynCorp Limited [Member]
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage		44.00%

XML

Valuation and Qualifying Accounts (Details) (Allowance for Doubtful Accounts [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Allowance for Doubtful Accounts [Member]
Allowance for doubtful accounts:
Valuation Allowances and Reserves, Beginning Balance	$ 1,621		$ 1,481		$ 1,947
Charged to Costs and Expense	3,269		1,531		722
Deductions from Reserve (1)	(154)	[1]	(1,391)	[1]	(1,188)	[1]
Valuation Allowances and Reserves, Balance, Ending Balance	$ 4,736		$ 1,621		$ 1,481

[1] Deductions from reserve represents accounts written off, net of recoveries.

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 94,004	$ 170,845
Restricted cash	707	1,659
Accounts receivable, net of allowances of $4,736 and $1,621, respectively	448,496	577,136
Prepaid expenses and other current assets	74,200	124,510
Total current assets	617,407	874,150
Long-term restricted cash	952	0
Property and equipment, net	23,786	24,120
Goodwill	128,888	293,767
Tradenames, net	28,762	43,464
Other intangibles, net	149,480	225,239
Long-term deferred taxes	5,696
Other assets, net	27,516	39,181
Total assets	982,487	1,499,921
Current liabilities:
Accounts payable	146,546	193,146
Accrued payroll and employee costs	93,707	114,334
Deferred income taxes	31,477	30,965
Accrued liabilities	130,026	200,533
Income taxes payable	4,424	14,020
Total current liabilities	406,180	552,998
Long-term debt	642,272	732,272
Long-term deferred taxes	(5,696)	17,359
Other long-term liabilities	11,312	7,632
Total liabilities	1,059,764	1,310,261
EQUITY
Common stock, $0.01 par value – 1,000 shares authorized and 100 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively.	0	0
Additional paid-in capital	552,894	549,581
Accumulated deficit	(635,379)	(365,599)
Accumulated other comprehensive loss	(281)	(197)
Total (deficit) equity attributable to Delta Tucker Holdings, Inc.	(82,766)	183,785
Noncontrolling interests	5,489	5,875
Total (deficit) equity	(77,277)	189,660
Total liabilities and (deficit) equity	$ 982,487	$ 1,499,921

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Accounts Receivable

12 Months Ended

Dec. 31, 2014

Receivables [Abstract]

Accounts Receivable

Accounts Receivable

Accounts Receivable, net consisted of the following:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Billed	$	146,286	$	179,586
Unbilled	302,210		397,550
Total	$	448,496	$	577,136

Unbilled receivables as of December 31, 2014 and December 31, 2013 include $50.7 million and $41.6 million respectively, related to costs incurred on projects for which we have been requested by the customer to begin new work or extend work under an existing contract and for which formal contracts, contract modifications or other contract actions have not been executed as of the end of the respective periods. Our largest contract, LOGCAP IV, accounted for approximately 59% and 84% of these amounts as of December 31, 2014 and December 31, 2013, respectively. We believe we have legal and contractual basis for these amounts and are working with our customer to complete the contract actions that will allow us to bill and collect our receivables. If we cannot reach an agreement with the customer, we believe we have other avenues to pursue resolution, including the claims process. LOGCAP IV accounted for approximately 20% and 34% of total unbilled receivables as of December 31, 2014 and December 31, 2013, respectively.

As of December 31, 2014, we had four contract claims with no associated receivable balances and as of December 31, 2013, we had no contract claims outstanding with associated receivable balances. The balance of unbilled receivables above consists of costs and fees billable immediately on contract completion or other specified events, all of which are expected to be billed and collected within one year, except items that may result in a request for equitable adjustment or formal claim. We do not believe we have significant exposure to credit risk as our receivables are primarily with the U.S. government.

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Income Taxes

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The domestic and foreign components of (Loss) income before income taxes are as follows:

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Domestic	$	(286,799	)	$	(286,989	)	$	6,567
Foreign	(1,391		)	27			5,739
(Loss) income before income taxes	$	(288,190	)	$	(286,962	)	$	12,306

The Benefit (provision) from income taxes consists of the following:

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Current portion:
Federal	$	311		$	—		$	—
State	(800		)	(784		)	(500		)
Foreign	(3,363		)	(16,045		)	(4,342		)
	(3,852		)	(16,829		)	(4,842		)
Deferred portion:
Federal	23,001			52,574			(9,996		)
State	739			1,086			(101		)
Foreign	682			630			(659		)
	24,422			54,290			(10,756		)
Benefit (provision) from income taxes	$	20,570		$	37,461		$	(15,598	)

Temporary differences, which give rise to deferred tax assets and liabilities, were as follows:

	As of
	December 31, 2014			December 31, 2013
(Amounts in thousands)
Deferred tax assets related to:
Workers' compensation accrual	$	5,046		$	10,788
Accrued vacation	4,734			5,055
Completion bonus allowance	6,001			3,539
Accrued severance	3,751			193
Accrued executive incentives	2,151			4,538
Legal reserve	3,099			1,559
Accrued health costs	799			1,704
Suspended loss from consolidated partnership	—			5,421
Contract loss reserve	11,684			8,877
Other accrued liabilities and reserves	26,261			18,539
Partnership / joint venture basis differences	3,072			—
Foreign tax credit carryforward	16,336			17,880
Net operating loss carryforward	979			1,096
Other carryforwards	704			656
Uncertain tax positions	5,649			7,471
Goodwill and other intangible assets	44,201			—
Valuation allowance	(47,808		)	—
Total deferred tax assets	86,659			87,316
Deferred tax liabilities related to:
Partnership / joint venture basis differences	—			(150		)
Prepaid insurance	(5,242		)	(6,976		)
Indefinite lived intangibles	(31,806		)	—
Goodwill and other intangible assets	—			(25,101		)
Unbilled receivables	(75,392		)	(103,413		)
Total deferred tax liabilities	(112,440		)	(135,640		)
Total deferred tax liabilities, net	$	(25,781	)	$	(48,324	)

Deferred tax assets and liabilities are reported as:

	As of
	December 31, 2014			December 31, 2013
(Amounts in thousands)
Current deferred tax liabilities, net	$	(31,477	)	$	(30,965	)
Non-current deferred tax assets (liabilities), net	5,696			(17,359		)
Deferred tax liabilities, net	$	(25,781	)	$	(48,324	)

Management assesses both the available positive and negative evidence to determine whether it is more likely than not that there will be sufficient sources of future taxable income to recognize deferred tax assets. We incurred cumulative losses over the three-year period ended December 31, 2014. Cumulative losses in recent years are considered significant objective negative evidence in evaluating deferred tax assets under the more likely than not criteria for recognition of deferred tax assets. On the basis of this evaluation, we recorded a valuation allowance of $47.8 million as of December 31, 2014.

As of December 31, 2014 and December 31, 2013, we had no U.S. federal net operating losses available for use. As of December 31, 2014 and December 31, 2013, we had state net operating losses ("NOLs") of approximately $123.6 million and $138.3 million, respectively, most of which will begin to expire in 2020 or later. We had approximately $16.3 million and $17.9 million as of December 31, 2014 and December 31, 2013, respectively, in foreign tax credit carryforwards ("FTCs"). Additionally, we made no estimated federal income tax payments for the year ended December 31, 2014 and $6.9 million for the year ended December 31, 2013.

A reconciliation of the statutory federal income tax rate to our effective rate is provided below:

	For the years ended
	December 31, 2014		December 31, 2013		December 31, 2012
Statutory rate	35.0	%	35.0	%	35.0	%
State income tax, less effect of federal deduction	—	%	0.1	%	4.9	%
Noncontrolling interests	0.3	%	0.5	%	(16.1	)%
Goodwill impairment (1)	(11.2	)%	(22.6	)%	70.6	%
Uncertain tax positions	0.1	%	(0.1	)%	13.7	%
Nondeductible expenses	(0.8	)%	(0.4	)%	9.0	%
Penalties	—	%	—	%	5.8	%
Valuation allowance	(16.2	)%	—	%	—	%
Other	(0.1	)%	0.6	%	3.8	%
Effective tax rate	7.1	%	13.1	%	126.7	%

(1) Includes non-cash impairment charges to goodwill associated with our DynAviation and DynLogistics segments for years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. See Note 3 for further discussion.

Due to the nature of our business, as a provider of professional and technical government services to the U.S. government, foreign earnings are generally exempt from foreign tax due to various bi-lateral agreements often referred to as Status of Forces Agreements ("SOFA") and Status of Mission Agreements ("SOMA") or their equivalents. We repatriate and provide U.S. income taxes on virtually all income we earn outside of the United States.

Uncertain Tax Positions

We account for uncertain tax positions in accordance with ASC 740 - Income Taxes, which prescribes the more likely than not threshold for recognition of a tax position in the financial statements. The amount of unrecognized tax benefits at December 31, 2014 and December 31, 2013 was $7.3 million and $9.5 million, respectively, of which $2.3 million and $2.7 million, respectively, would impact our effective tax rate if recognized. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(Amounts in thousands)	Unrecognized Tax Benefits
Balance at December 31, 2012	$	8,234
Additions for tax positions related to prior years	1,686
Reductions for tax positions of prior years	(447		)
Settlements	—
Remeasurements	—
Net releases	—
Lapse of statute of limitations	—
Balance at December 31, 2013	$	9,473
Additions for tax positions related to prior years	—
Reductions for tax positions of prior years	(447		)
Settlements	(1,375		)
Remeasurements	(311		)
Net releases	—
Lapse of statute of limitations	—
Balance at December 31, 2014	$	7,340

We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. For the years ended December 31, 2014 and December 31, 2013, there was no accrued interest related to unrecognized tax benefits in interest expense and no penalties recognized in the provision for income taxes within our consolidated statements of operations. We expect the unrecognized tax benefit of $8.0 million, inclusive of penalties, as of December 31, 2014 to be settled within the next twelve months. For the year ended December 31, 2012, we had a net decrease of approximately $0.1 million of interest expense and recorded $0.7 million increase in cumulative penalties recognized in the provision for income taxes within our consolidated statements of operations.

We file income tax returns in U.S. federal and state jurisdictions and in various foreign jurisdictions which are subject to examinations by the IRS and other taxing authorities. These audits can result in adjustments of taxes due. Our estimate of the potential outcome of any uncertain tax issue prior to audit is subject to management's assessment of relevant risks, facts, and circumstances existing at that time. An unfavorable result under audit may reduce the amount of state net operating losses we have available for carryforward to offset future taxable income, or may increase the amount of tax due for the period under audit, resulting in an increase to the effective rate in the year of resolution. The statute of limitations is open for U.S. federal income tax returns for our fiscal year 2009 forward. The statute of limitations for state income tax returns is open for our fiscal year 2010 and forward, with few exceptions, and foreign income tax examinations for the calendar year 2009 forward, with few exceptions.  

On January 22, 2014, a tax assessment from the Large Tax Office of the Afghanistan Ministry of Finance was received, seeking $64.2 million in taxes and penalties specific to one of our business licenses in Afghanistan for periods 2009 through 2012. The majority of this assessment was income tax related; however, approximately $10.2 million of the assessed amount is non-income tax related and is discussed further in Note 8. We filed our initial appeal of the assessment on February 19, 2014. In May 2014, the MOF ruled in our favor for the income tax related issue which totaled approximately $54.0 million. We reversed the uncertain tax position related to the dividend withholding issue during the quarter ended June 27, 2014. See further discussion in Note 8.

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Condensed Financial Information of Registrant

12 Months Ended

Dec. 31, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Registrant

Condensed Financial Information of Registrant

DELTA TUCKER HOLDINGS, INC.

CONDENSED BALANCE SHEETS

	As of
	December 31, 2014			December 31, 2013
(Amounts in thousands)
Deferred tax assets	$	558		$	891
Investment in subsidiaries	—			228,870
Total assets	$	558		$	229,761
Liabilities	$	83,324		$	45,976
Stockholders (Deficit) Equity	(82,766		)	183,785
Total liabilities and equity	$	558		$	229,761

See notes to this schedule

DELTA TUCKER HOLDINGS, INC.

CONDENSED STATEMENTS OF OPERATIONS

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Equity in income of subsidiaries, net of tax	$	(269,780	)	$	(253,736	)	$	(8,937	)
Income before income taxes	(269,780		)	(253,736		)	(8,937		)
Income tax benefit	—			—			—
Net loss	$	(269,780	)	$	(253,736	)	$	(8,937	)

See notes to this schedule

DELTA TUCKER HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in thousands)
Net cash from operating activities	$	333		$	461		$	664
Net cash from investing activities	—			—			—
Net cash from financing activities	(333		)	(461		)	(664		)
Net change in cash and cash equivalent	—			—			—
Cash and cash equivalents, beginning of period	—			—			—
Cash and cash equivalents, end of period	$	—		$	—		$	—

See notes to this schedule

Schedule I - Condensed Financial Information

Delta Tucker Holdings, Inc.

Notes to Schedule

Note 1 — Basis of Presentation

Pursuant to rules and regulations of the SEC, the condensed financial statements of Delta Tucker Holdings Inc. do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP. Therefore, these financial statements should be read in conjunction with our consolidated financial statements and related notes.

Accounting for subsidiaries — We have accounted for the income of our subsidiaries under the equity method in the condensed financial statements.

Note 2 — Dividends Received from Consolidated Subsidiaries

We have received no dividends from our consolidated subsidiaries including DynCorp International Inc. which has covenants related to its long-term debt, including restrictions on dividend payments as of December 31, 2014. As the parent guarantor to DynCorp International Inc., we are subject to certain restrictions set forth under the Senior Credit Facility, including restrictions on the payment of dividends. As we are the holding company of DynCorp International Inc. and have no independent operations apart from DynCorp International Inc. and no assets other than our investment in DynCorp International Inc. and associated deferred taxes, our retained earnings and net income are fully encumbered by these restrictions.

Note 3 — Equity

Our equity was initially comprised of a capital contribution of $550.9 million. Between our inception and December 31, 2014, our equity has been impacted by our earnings, changes in other comprehensive income and additional paid in capital.

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Related Parties, Joint Ventures and Variable Interest Entities

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

Related Parties, Joint Ventures and Variable Interest Entities

Related Parties, Joint Ventures and Variable Interest Entities

Consulting Fees

We have a Master Consulting and Advisory Services agreement ("COAC Agreement") with Cerberus Operations and Advisory Company, LLC, where, pursuant to the terms of the agreement, they make personnel available to us for the purpose of providing reasonably requested business advisory services. The services are priced on a case by case basis depending on the requirements of the project and agreements in pricing. We incurred $4.9 million, $4.6 million and $3.3 million of consulting fees in conjunction with the COAC Agreement during years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively.

We have three executives who are Cerberus Operations and Advisory Company, LLC (“COAC”) employees, who are seconded to us: James E. Geisler, our Interim Chief Executive Officer, Gregory S. Nixon, our Senior Vice President, Chief Administrative Officer and Chief Legal Officer, and George C. Krivo, our Senior Vice President of Business Development. Inclusive of the $4.9 million COAC consulting fees, we recognized $1.3 million of administrative expense in conjunction with these COAC individuals for the year ended December 31, 2014.

Joint Ventures and Variable Interest Entities

Our most significant joint ventures and VIEs and our associated ownership percentages are listed as follows:

Partnership for Temporary Housing LLC ("PaTH")	30	%
Contingency Response Services LLC ("CRS")	45	%
Global Response Services LLC ("GRS")	51	%
GLS	51	%
DynCorp International FZ - LLC ("DIFZ")	25	%
Babcock DynCorp Limited ("Babcock")	44	%

We account for our investments in VIEs in accordance with ASC 810 - Consolidation. In cases where we have (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant or the right to receive benefits from the entity that could potentially be significant to the VIE, we consolidate the entity. Alternatively, in cases where all of the aforementioned criteria are not met, the investment is accounted for under the equity method. As of December 31, 2014, we accounted for PaTH, CRS, Babcock, GRS and GLS as equity method investments. Alternatively, we consolidated DIFZ based on the aforementioned criteria. We present our share of the PaTH, CRS, GRS and GLS earnings in Earnings from equity method investees as these joint ventures are considered operationally integral. Alternatively, we present our share of the Babcock earnings in Other income, net as it is not considered operationally integral.

PaTH is a joint venture formed in May 2006 with two other partners for the purpose of procuring government contracts with the Federal Emergency Management Authority. On January 18, 2013, we executed an agreement with the two other partners to reduce our ownership percentage in the PaTH joint venture to 30%. The executed agreement stipulated the ownership percentage be reduced retrospectively, effective September 1, 2012.

CRS is a joint venture formed in March 2006 with two other partners for the purpose of procuring government contracts with the U.S. Navy.

The GRS joint venture was formed in August 2010 with one partner for the purpose of procuring government contracts with the U.S. Navy. During the year ended December 30, 2011, this joint venture was selected as one of four contractors for an IDIQ multiple award contract.

GLSis a joint venture formed in August 2006 between DynCorp International LLC and AECOM's National Security Programs unit for the purpose of procuring government contracts with the U.S. Army. We incur costs on behalf of GLS related to the normal operations of the venture. However, these costs typically support revenue billable to our customer.

We own 25% of DIFZ but exercise power over activities that significantly impact DIFZ's economic performance.

Babcock is a joint venture formed in January 2005 and currently provides services to the British Ministry of Defence. The economic rights in the Babcock joint venture are not considered operationally integral to the Company.

Receivables due from our unconsolidated joint ventures totaled $1.5 million and $2.3 million as of December 31, 2014, December 31, 2013, respectively. These receivables are a result of items purchased and services rendered by us on behalf of our unconsolidated joint ventures. We have assessed these receivables as having minimal collection risk based on our historic experience with these joint ventures and our inherent influence through our ownership interest. The related revenue we earned from our unconsolidated joint ventures totaled $3.9 million, $8.6 million, and $4.2 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Additionally, we earned $12.4 million, $3.7 million, and $4.8 million in equity method income (includes operationally integral and non-integral income) for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively.

GLS’ revenue was $20.5 million, $21.8 million and $61.1 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. GLS incurred an operating and net loss of $6.0 million and $3.6 million for the years ended December 31, 2014 and December 31, 2013, respectively, as compared to operating and net income of $3.3 million for the year ended December 31, 2012. GLS paid cash dividends of $18.8 million during the year ended December 31, 2014. Based on our 51% ownership in GLS, we recognized $9.6 million in equity method income during the year ended December 31, 2014.

In October 2011, the DCAA issued GLS a Form 1 in the amount of $95.9 million which pertained to inconsistencies of certain contractual requirements and withheld a portion of outstanding invoices until the Form 1 was resolved. In February 2012, the DCAA issued GLS a second Form 1 in the amount of $102.0 million, asserting inconsistencies with labor related costs for the fiscal year ended April 3, 2009. GLS did not agree with the DCAA's findings on either of the Form 1s and continued to work with the DCAA and the customer to provide clarification and resolve both matters. In February of 2014, final determination was received from the DCAA's Contracting Officer on the outstanding Form 1s resulting in total withholds of $0.3 million and allowing GLS to submit invoices totaling $19.1 million for recovery of previous invoices. The Form1s are now considered closed.

We currently hold one promissory note included in Other assets on our consolidated balance sheet from Palm Trading Investment Corp, which had an aggregate initial value of $9.2 million. The loan balance outstanding was $2.9 million and $3.5 million as of December 31, 2014 and December 31, 2013, respectively, reflecting the initial value plus accrued interest, less payments against the promissory note. The fair value of the note receivable is not materially different from its carrying value.

As discussed above and in accordance with ASC 810 - Consolidation, we consolidate DIFZ. The following tables present selected financial information for DIFZ as of December 31, 2014 and December 31, 2013 and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012:

	As of
(Amounts in millions)	December 31, 2014		December 31, 2013
Assets	$	4.7	$	25.9
Liabilities	1.5		22.2

	For the years ended
(Amounts in millions)	December 31, 2014		December 31, 2013		December 31, 2012
Revenue	$	297.7	$	414.4	$	510.1

The following tables present selected financial information for our equity method investees as of December 31, 2014 and December 31, 2013 and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012:

	As of
(Amounts in millions)	December 31, 2014		December 31, 2013
Current assets	$	65.8	$	86.3
Total assets	65.9		86.3
Current liabilities	44.4		46.4
Total liabilities	44.4		44.5

	For the years ended
(Amounts in millions)	December 31, 2014		December 31, 2013		December 31, 2012
Revenue	$	233.1	$	203.1	$	234.5
Gross profit	20.7		15.9		17.1
Net income	14.4		10.7		13.4

Many of our joint ventures and VIEs only perform on a single contract. The modification or termination of a contract under a joint venture or VIE could trigger an impairment in the fair value of our investment in these entities. In the aggregate, our maximum exposure to losses as a result of our investment consists of our (i) $8.2 million investment in unconsolidated subsidiaries, (ii) $1.5 million in receivables from our unconsolidated joint ventures, (iii) $2.9 million of notes receivable from Palm Trading Investment Corp, and (iv) contingent liabilities that were neither probable nor reasonably estimable as of December 31, 2014.

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Consolidating Financial Statements of Subsidiary Guarantors (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Consolidating Statement of Operations Information
Revenue	$ 2,252,309	$ 3,287,184	$ 4,044,275
Cost of services	(2,072,865)	(2,987,253)	(3,698,932)
Selling, general and administrative expenses	(146,881)	(149,925)	(149,362)
Depreciation and amortization expense	(48,582)	(48,628)	(50,260)
Earnings from equity method investees	10,077	4,570	825
Impairment of goodwill	(164,879)		(44,594)
Impairment of goodwill, intangibles and long lived assets	(214,004)	(312,728)	(50,663)
Impairment of intangibles			(6,069)
Operating (loss) income	(219,946)	(206,780)	95,883
Interest expense	(70,783)	(78,826)	(86,272)
Loss on early extinguishment of debt, net	(1,362)	(703)	(2,094)
Interest income	221	157	117
Other income (expense), net	3,680	(810)	4,672
(Loss) income before income taxes	(288,190)	(286,962)	12,306
Income tax benefit	20,570	37,461	(15,598)
Net loss	(267,620)	(249,501)	(3,292)
Noncontrolling interests	(2,160)	(4,235)	(5,645)
Net loss attributable to Delta Tucker Holdings, Inc.	(269,780)	(253,736)	(8,937)
Parent Company [Member]
Condensed Consolidating Statement of Operations Information
Equity in income of consolidated subsidiaries	(269,780)	(253,736)	(8,937)
(Loss) income before income taxes	(269,780)	(253,736)	(8,937)
Income tax benefit	0	0	0
Net loss	(269,780)	(253,736)	(8,937)
Net loss attributable to Delta Tucker Holdings, Inc.			(8,937)
Subsidiary Issuer [Member]
Condensed Consolidating Statement of Operations Information
Interest expense	(68,221)	(75,001)	(80,078)
Loss on early extinguishment of debt, net	(1,362)	(703)	(2,094)
Equity in income of consolidated subsidiaries	(224,551)	(204,678)	(16,604)
(Loss) income before income taxes	(294,134)	(280,382)	(98,776)
Income tax benefit	24,354	26,646	89,839
Net loss	(269,780)	(253,736)	(8,937)
Net loss attributable to Delta Tucker Holdings, Inc.	(269,780)	(253,736)	(8,937)
Subsidiary Guarantors [Member]
Condensed Consolidating Statement of Operations Information
Revenue	2,268,349	3,298,767	4,077,449
Cost of services	(2,092,339)	(3,006,723)	(3,743,400)
Selling, general and administrative expenses	(146,623)	(148,962)	(149,236)
Depreciation and amortization expense	(47,979)	(48,028)	(49,658)
Earnings from equity method investees	489	1,510	825
Impairment of goodwill			(44,594)
Impairment of goodwill, intangibles and long lived assets	(214,004)	(312,728)
Impairment of intangibles			(6,069)
Operating (loss) income	(232,107)	(216,164)	85,317
Interest expense	(2,562)	(3,825)	(6,194)
Interest income	198	130	108
Equity in income of consolidated subsidiaries	10,174	5,097	4,050
Other income (expense), net	3,736	(998)	4,814
(Loss) income before income taxes	(220,561)	(215,760)	88,095
Income tax benefit	(3,990)	11,082	(104,699)
Net loss	(224,551)	(204,678)	(16,604)
Net loss attributable to Delta Tucker Holdings, Inc.	(224,551)	(204,678)	(16,604)
Subsidiary Non-Guarantors [Member]
Condensed Consolidating Statement of Operations Information
Revenue	315,551	445,144	538,118
Cost of services	(312,110)	(437,375)	(514,653)
Selling, general and administrative expenses	(265)	(845)	(12,297)
Depreciation and amortization expense	(603)	(600)	(602)
Earnings from equity method investees	9,588	3,060
Operating (loss) income	12,161	9,384	10,566
Interest income	23	27	9
Other income (expense), net	(56)	188	(142)
(Loss) income before income taxes	12,128	9,599	10,433
Income tax benefit	206	(267)	(738)
Net loss	12,334	9,332	9,695
Noncontrolling interests	(2,160)	(4,235)	(5,645)
Net loss attributable to Delta Tucker Holdings, Inc.	10,174	5,097	4,050
Eliminations [Member]
Condensed Consolidating Statement of Operations Information
Revenue	(331,591)	(456,727)	(571,292)
Cost of services	331,584	456,845	559,121
Selling, general and administrative expenses	7	(118)	12,171
Equity in income of consolidated subsidiaries	484,157	453,317	21,491
(Loss) income before income taxes	484,157	453,317	21,491
Net loss	484,157	453,317	21,491
Net loss attributable to Delta Tucker Holdings, Inc.	$ 484,157	$ 453,317	$ 21,491

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Commitments

We have operating leases for the use of real estate and certain property and equipment which are either non-cancelable, 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 are subject to annual escalations for increases in base rents, utilities and property taxes. Lease rental expense was $95.5 million, $167.6 million, and $217.4 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. We have no significant long-term purchase agreements with service providers.

Minimum fixed rental payments non-cancelable for the next five years and thereafter under operating leases in effect as of December 31, 2014, are as follows:

Calendar Year	Real Estate		Equipment		Total
	(Amounts in thousands)
2015 (1)	$	24,698	$	5,817	$	30,515
2016	11,839		3,386		15,225
2017	10,041		2,433		12,474
2018	9,060		—		9,060
2019	4,225		—		4,225
Thereafter	13,911		—		13,911
Total	$	73,774	$	11,636	$	85,410

(1) The minimum lease table above excludes agreements of one year or less in duration. These leases are accounted for in our rent expense, however, because of the short tenure of the lease, these are not reflected in the table above.

Contingencies

General Legal Matters

We are involved in various lawsuits and claims that arise in the normal course of business. We have established reserves for matters in which it is believed that losses are probable and can be reasonably estimated. Reserves related to these matters have been recorded in "Other accrued liabilities" totaling approximately $8.7 million and $14.1 million as of December 31, 2014 and December 31, 2013, respectively. We believe that appropriate accruals have been established for such matters based on information currently available; however, some of the matters may involve compensatory, punitive, or other claims or sanctions that if granted, could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated at December 31, 2014. These accrued reserves represent the best estimate of amounts believed to be our liability in a range of expected losses. In accordance with ASC 450 - Contingencies, in addition to matters that are considered probable and can be reasonably estimated, we also disclose certain matters considered reasonably possible. In addition to the disclosure requirements set forth in ASC 450-20, the Company also discloses any other contingencies for which the likelihood of an unfavorable outcome is remote but for which the Company believes are of such a significant nature that disclosure would benefit a user of our financial statements. Other than matters disclosed below, we believe the aggregate range of possible loss related to matters considered reasonably possible was not material as of December 31, 2014. Litigation is inherently unpredictable and unfavorable resolutions could occur. Accordingly, it is possible that an adverse outcome from such proceedings could (i) exceed the amounts accrued for probable matters; or (ii) require a reserve for a matter we did not originally believe to be probable or could be reasonably estimated. Such changes could be material to our financial condition, results of operations and cash flows in any particular reporting period. Our view of the matters not specifically disclosed could possibly change in future periods as events thereto unfold.

Pending Litigation and Claims

On December 4, 2006, December 29, 2006, March 14, 2007 and April 24, 2007, four lawsuits were served, seeking unspecified monetary damages against DynCorp International LLC and several of its former affiliates in the U.S. District Court for the Southern District of Florida, concerning the spraying of narcotic plant crops along the Colombian border adjacent to Ecuador. Three of the lawsuits, filed on behalf of the Provinces of Esmeraldas, Sucumbíos, and Carchi in Ecuador, allege violations of Ecuadorian law, International law, and statutory and common law tort violations, including negligence, trespass, and nuisance. The fourth lawsuit, filed on behalf of citizens of the Ecuadorian provinces of Esmeraldas and Sucumbíos, alleges personal injury, various counts of negligence, trespass, battery, assault, intentional infliction of emotional distress, violations of the Alien Tort Claims Act and various violations of International law. The four lawsuits were consolidated, and based on our motion granted by the court, the case was subsequently transferred to the U.S. District Court for the District of Columbia. On March 26, 2008, a First Amended Consolidated Complaint was filed that identified 3,266 individual plaintiffs. As of January 12, 2010, 1,256 of the plaintiffs have been dismissed by court orders and, on September 15, 2010, the Provinces of Esmeraldas, Sucumbíos, and Carchi were dismissed by court order. We filed multiple motions for summary judgment, and, on February 15, 2013, the court granted summary judgment and dismissed all claims. On March 18, 2013, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the District of Columbia. On May 30, 2014, the U.S. Court of Appeals for the District of Columbia affirmed the dismissal of the majority of the case, but remanded the case to the trial court concerning a few remaining tort claims. At this time, we believe the likelihood of an unfavorable outcome in this case is remote.

A lawsuit filed on September 11, 2001, and amended on March 24, 2008, seeking unspecified damages on behalf of twenty-six residents of the Sucumbíos Province in Ecuador, was brought against our operating company and several of its former affiliates in the U.S. District Court for the District of Columbia. The action alleges violations of the laws of nations and U.S. treaties, negligence, emotional distress, nuisance, battery, trespass, strict liability, and medical monitoring arising from the spraying of herbicides near the Ecuador-Colombia border in connection with the performance of the DoS, International Narcotics and Law Enforcement contract for the eradication of narcotic plant crops in Colombia. As of January 12, 2010, fifteen of the plaintiffs have been dismissed by court order. We filed multiple motions for summary judgment, and, on February 15, 2013, the court granted summary judgment and dismissed all claims. On March 18, 2013, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the District of Columbia, and the appeal is pending. The terms of the DoS contract provide that the DoS will indemnify our operating company against third-party liabilities arising out of the contract, subject to available funding. We are also entitled to indemnification by Computer Sciences Corporation, the Company's previous owners, in connection with this lawsuit, subject to certain limitations. Additionally, any damage award would have to be apportioned between the other defendants and our operating company. We believe that the likelihood of an unfavorable judgment in this matter is remote.

Arising out of the litigation described in the preceding two paragraphs, on September 22, 2008, we filed a separate lawsuit against our aviation insurance carriers seeking defense and coverage of the referenced claims. On November 9, 2009, the court granted our Partial Motion for Summary Judgment regarding the duty to defend, and the carriers have paid the majority of the litigation expenses. In a related action, the carriers filed a lawsuit against us on February 5, 2009, seeking rescission of certain aviation insurance policies based on an alleged misrepresentation by us concerning the existence of certain of the lawsuits relating to the eradication of narcotic plant crops. On May 19, 2010, our aviation insurance carriers filed a complaint against us seeking reformation of previously provided insurance policies and the elimination of coverage for aerial spraying. We believe the claims asserted by the insurance carriers are without merit and the likelihood of an unfavorable judgment in this matter is remote.

In 2009, we terminated for cause a contract to build the Akwa Ibom International Airport for the State of Akwa Ibom in Nigeria. Consequently, we terminated certain subcontracts and purchase orders the customer advised us it did not want to assume. Our termination of certain subcontracts not assumed by the customer, including our actions to recover against advance payment and performance guarantees established by the subcontractors for our benefit, was challenged in certain instances. In December 2011, the customer filed arbitration alleging fraud, gross negligence, contract violations, and conversion of funds and asserted damages of approximately $150 million. We believe our right to terminate this contract was justified and permissible under the terms of the contract, and we intend to vigorously contest the claims brought against us. Additionally, we believe the contract limits any damages to a maximum of $3 million, except in situations of gross negligence and willful misconduct. As of December 31, 2014 and December 31, 2013, we have recorded an immaterial liability for this matter and believe the likelihood of loss for amounts in excess of this accrual, up to the amount limited by the contract, is reasonably possible.

On July 8, 2009, a lawsuit was filed in the United Arab Emirates ("UAE") Abu Dhabi Court of First Instance, by Al Hamed ITC (hereafter "Al Hamed") concerning an October 2002 business development contract focused upon obtaining business directly with the UAE General Military Directorate ("GMD"). Al Hamed was unsuccessful in assisting the company in soliciting business with GMD and, as such, the contract with Al Hamed was terminated in July 2006. We became a subcontractor to the successful bidder, Al Taif, in December 2006. Al Hamed filed a claim seeking $57 million in damages under the business development contract. On May 9, 2012, the court awarded Al Hamed 8.2 million in UAE Dirhams ($2.2 million U.S. dollars) plus 5% interest and expenses. The Company and Al Hamed both appealed the judgment. On September 12, 2012, the appellate court altered the judgment stating the amount should not have been in UAE Dirhams rather in U.S. dollars, which amounts to $8.2 million US dollars. As of September 28, 2012, a reserve had been established for the full amount of the judgment. The judgment was further appealed to the Supreme Court in Abu Dhabi, and, on February 27, 2013, we were advised that our appeal was unsuccessful. On April 7, 2013, the judgment was paid and the matter is now closed. During calendar year 2013, we were made aware of a new case filed by Al Hamed in the UAE Abu Dhabi Court of First Instance seeking $23.3 million U.S. dollars in damages under the same business development contract. The case alleges we obtained additional business with Al Taif. On November 26, 2014, the UAE court entered a judgment in favor of Al Hamed in the amount of $3.75 million, which both parties appealed. As of December 31, 2014, a reserve had been established for the full amount of the settlement. In March 2015, the parties agreed to a settlement in which we paid $3.6 million and the matter is now closed.

In February 2014, we received a judgment related to a past helicopter accident in Aviano, Italy. As of December 31, 2013 we had a recorded liability for $9.8 million related to this matter. This matter was fully insured and a corresponding receivable from the insurance company was recorded within Other current assets. In April 2014, the insurance company paid out the settlement amounts and the case is now considered closed.

U.S. Government Investigations

We primarily sell our services to the U.S. government. These contracts are subject to extensive legal and regulatory requirements, and we are occasionally the subject of investigations by various agencies of the U.S. government who investigate whether our operations are being conducted in accordance with these requirements, including as previously disclosed in our periodic filings, the Special Inspector General for Iraq Reconstruction report regarding certain reimbursements and the U.S. Department of State Office of Inspector General's records subpoena with respect to Civilian Police ("CivPol"). Such investigations, whether related to our U.S. 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. U.S. government investigations often take years to complete and many result in adverse action against us. We believe that any adverse actions arising from such matters could have a material effect on our ability to invoice and receive timely payment on our contracts, perform contracts or compete for contracts with the U.S. government and could have a material effect on our operating performance.

On August 16, 2005, we were served with a Department of Justice Federal Grand Jury Subpoena seeking documents concerning work performed by a former subcontractor, Al Ghabban in 2002-2005. Specifically, during the 2002-2005 timeframe, Al Ghabban performed line haul trucking work to transport materials throughout the Middle Eastern theater on the War Reserve Materials Program. In response to the subpoena in 2005, we provided the requested documents to the Department of Justice, and the matter was subsequently closed in 2005 without any action taken. In April 2009, we received a follow up telephone call concerning this matter from the Department of Justice Civil Litigation Division. Since that time, we have had several discussions with the government regarding the civil matter. In response to requests, we provided additional information to the Department of Justice Civil Litigation Division. In September 2014, we received notice this investigation was closed by the Department of Justice Civil Litigation Division.

On February 24, 2012, we were advised by the Department of Justice Civil Litigation Division that they are conducting an investigation regarding the CivPol and Department of State Advisor Support Mission ("DASM") contracts in Iraq and Corporate Bank, a former subcontractor. The issues include allowable hours worked under a specific task order and invoices to the Department of State for certain hotel leasing, labor rates and overhead within the 2003 to 2008 timeframe. The Department of Justice Civil Litigation Division has requested information from the Company, and we are fully cooperating with the government’s review. If our operations are found to be in violation of any laws or government regulations, we may be subject to penalties, damages or fines, any or all of which could adversely affect our financial results. At this time, an estimate or a range of potential damages is not possible as this matter is still under review by the Department of Justice and no formal complaint has been filed.

U.S. Government Audits

Our contracts are regularly audited by the Defense Contract Audit Agency ("DCAA") and other government agencies. These agencies review our contract performance, cost structure and compliance with applicable laws, regulations and standards. The government also reviews the adequacy of, and our compliance with, our internal control systems and policies, including our purchasing, property, estimating, accounting and material management business systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed. The DCAA will in some cases issue a Form 1 representing the non-conformance of such costs or requirements as it relates to our government contracts. If we are unable to provide sufficient evidence of the costs in question, the costs could be suspended or disallowed which could be material to our financial statements. Government contract payments received by us for direct and indirect costs are subject to adjustment after government audit and repayment to the government if the payments exceed allowable costs as defined in the government regulations.

We have received a series of audit reports from the DCAA, some of which have resulted in Form 1s, related to their examination of certain incurred, invoiced and reimbursed costs on our CivPol program. The Form 1s identify several cost categories where the DCAA has asserted instances of potential deviations from the explicit terms of the contract or from certain provisions of government regulations. The asserted amounts are derived from extrapolation methodologies used to estimate potential exposure amounts for the cost categories. Over the past several years, we have worked with the DCAA and our customer in resolving matters inclusive in the Form 1s as well as other transmittals. We have provided responses to the DCAA and the Department of State that have articulated our position on each issue and have attempted to answer their questions and provide clarification of the facts to resolve the issues raised. We have also sought to obtain clarification from our customer through formal contract modifications in an attempt to assist the DCAA in closing these issues.

We believe the majority of these issues will continue to be resolved and thus represent loss contingencies that we consider remote. For the remaining issues, which total approximately $7.7 million, we believe the DCAA did not consider certain contractual provisions and long standing patterns of dealing with the customer. Since we cannot reasonably estimate the DCAA's acceptance of our initial responses and the ultimate outcome related to these remaining issues we believe these items represent loss contingencies that we consider reasonably possible. However, we do anticipate resolving these contingencies for an immaterial amount as we continue to work with the customer and the DCAA in providing clarification of the facts and circumstances surrounding the issues.

On April 30, 2013, we received several Form 1s from DCAA disapproving approximately $152.0 million of cost incurred for the periods ranging between 2000 to 2011 on the War Reserve Materiel program related to concerns on items such as the adequacy of documentation and reasonableness of costs. We are working with the Air Force to resolve these questions. Based on our recent correspondence with the customer, a substantial portion of these items represent loss contingencies are remote. The remaining portion of these items totaling $1.8 million represent loss contingencies that we consider reasonably possible; however, we do anticipate resolving these contingencies for an immaterial amount as we continue to work with the customer.

Foreign Contingencies

As discussed in Note 4, on January 22, 2014, a tax assessment from the Large Tax Office of the Afghanistan Ministry of Finance (“MOF”) was received, seeking $64.2 million in taxes and penalties specific to one of our business licenses in Afghanistan for periods between 2009 to 2012. The majority of this assessment was income tax related; however, $10.2 million of the assessed amount is non-income tax related and represents loss contingencies that we consider reasonably possible. We filed our initial appeal of the assessment with the MOF on February 19, 2014. In May 2014, the MOF ruled in our favor for the income tax related issue which totaled approximately $54.0 million. See Note 4 for further discussion of the income tax related issue. We are still working with the MOF to remove the assessment on the remaining non-income tax related items. As of December 31, 2014, a reasonable estimate of loss or range of loss could not be made as we could not reasonably estimate the ultimate outcome related to the issues assessed.

Credit Risk

We are subject to concentrations of credit risk primarily by virtue of our accounts receivable. Departments and agencies of the U.S. federal government account for all but minor portions of our customer base, minimizing this credit risk. Furthermore, we continuously review all accounts receivable and record provisions for doubtful accounts when necessary.

Risk Management Liabilities and Reserves

We are insured for domestic workers' compensation liabilities and a significant portion of our employee medical costs. However, we bear risk for a portion of claims pursuant to the terms of the applicable insurance contracts. We account for these programs based on actuarial estimates of the amount of loss inherent in that period's claims, including losses for which claims have not been reported. These loss estimates rely on actuarial observations of ultimate loss experience for similar historical events. We limit our risk by purchasing stop-loss insurance policies for significant claims incurred for both domestic workers' compensation liabilities and medical costs. Our exposure under the stop-loss policies for domestic workers' compensation and medical costs is limited based on fixed dollar amounts. For domestic worker's compensation and employer's liability under state and federal law, the fixed-dollar amount of stop-loss coverage is $1.0 million per occurrence on most policies; but, $0.25 million on a California based policy. For medical costs, the fixed dollar amount of stop-loss coverage is from $0.25 million to $0.75 million for total costs per covered participant per calendar year.

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Income Taxes (Details Textual) (USD $)	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jan. 22, 2014	Feb. 23, 2014	May 31, 2014
Income Taxes (Textual) [Abstract]
Valuation allowance	$ 47,808,000	$ 0
Income taxes paid	0	6,900,000
Unrecognized tax benefit	7,340,000	9,473,000	8,234,000
Unrecognized tax benefits if recognized, affect effective tax rate	2,300,000	2,700,000
Expected unrecognized tax benefit, inclusive of penalties, to be settled within 12 months	8,000,000
Net decrease in Interest and penalty expense			100,000
Cumulative penalties recognized			700,000
Taxes and penalties sought	3,000,000
Foreign [Member]
Income Taxes (Textual) [Abstract]
Tax credit carry forwards	16,300,000	17,900,000
Taxes and penalties sought				64,200,000
Refund adjustment from settlement with taxing authority						54,000,000
State [Member]
Income Taxes (Textual) [Abstract]
Operating losses	123,600,000	138,300,000
Other Matters [Member] | Afghanistan [Member] | Foreign [Member]
Income Taxes (Textual) [Abstract]
Taxes and penalties sought					$ 10,200,000

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Retirement Plans

12 Months Ended

Dec. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Retirement Plans

Retirement Plans

401(k) Savings Plans

The DynCorp International Savings Plan (the "Savings Plan") is a participant-directed, defined contribution, 401(k) plan for the benefit of employees meeting certain eligibility requirements. The Savings Plan is intended to qualify under Section 401(a) of the U.S. Internal Revenue Code (the "Code") and is subject to the provisions of the Employee Retirement Income Security Act of 1974. Under the Savings Plan, participants may contribute from 1% to 50% of their earnings. Contributions are made on a pre-tax basis, limited to annual maximums set by the Code. The current maximum contribution per employee is $17,500 per calendar year. In June 2014, the Company updated its matching contributions to an amount equal to 100% of the first 2% of employee contributions and 50% of the next 4%, up to 12,750 per calendar year are invested in various funds at the discretion of the participant. Prior to June 2014, Company matching contributions were made in an amount equal to100%of the first2%of employee contributions and50%of the next6%, up to12,750per calendar year are invested in various funds at the discretion of the participant. We incurredSavings Plan expense of approximately $11.9 million, $16.1 million and $18.2 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. All Savings Plan expenses are fully funded.

Nonqualified Unfunded Deferred Compensation Plan

The Company has a non-qualified unfunded and unsecured deferred compensation plan that is offered to certain members of management allowing for the deferral of salary and bonuses without the statutory limitations present in 401(k) savings plan. The elections under the savings plans must be completely separate and independent of each other. Under the deferred compensation plan, the deferral amount limitation is 50% of salary and 100% of bonuses and each participant shall be 100% vested in, at all times. The funds can be distributed the first day of the calendar month following the six-month anniversary of the participant’s separation from the Company. The participant can elect payout of the funds in a single sum or annual installments over 5 or 10 years; however, only one election can be made with respect to all of the deferrals in the respective account. If, for any reason, the participant fails to make a valid and timely election, the participant’s account shall be distributed as a single sum as of the participant’s benefit commencement date. There were no contributions made to the deferred compensation plan on behalf of the Company for years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Multiemployer Pension Plans

We are subject to several collective-bargaining agreements that require contributions to a multiemployer defined benefit pension plan that covers its union-represented employees. We contribute to this plan based on specified hourly rates for eligible hours. The risks of participating in this multiemployer plan are different from single-employer plans in the following aspects:

a. Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

c. If we stop participating in the multiemployer plan, we may be required to pay a withdrawal liability based on our portion of the unfunded status of the plan.

We are subject to 13 significant collective bargaining-agreements ("CBA") that require contributions to the International Association of Machinists National Pension Fund ("IAMNPF") with expiration dates ranging from May 15, 2015 through March 30, 2018. This is the only multiemployer plan that we contribute to. As long as we remain a contributing employer, we have no liability for any unfunded portion of this plan. However, if for any reason, we stop making contributions to the plan under any of the individual collective-bargaining agreements, we could be assessed a potential withdrawal liability based on our share of the unfunded vested benefits of the plan. Our share of the unfunded vested benefits is determined by the contributions required under the individual collective-bargaining agreements from which we withdraw relative to the plan as a whole.

Our participation in the IAMNPF for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 is outlined in the table below. The "EIN/PN" column provides the Employee Identification Number ("EIN") and the three-digit plan number ("PN"). The most recent Pension Protection Act ("PPA") zone status available for 2014, 2013 and 2012 is for the plan year-ends as indicated below. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are between 65 percent and 80 percent funded, and plans in the green zone are at least 80 percent funded. The "FIP/RP Status Pending/Implemented" column indicates if the plan has a financial improvement plan ("FIP") or a rehabilitation plan ("RP") which is either pending or has been implemented. In addition to regular plan contributions, we may be subject to a surcharge if the plan is in the red zone. The "Surcharge Imposed" column indicates whether a surcharge has been imposed on contributions to the plan. The last column lists the expiration date of the collective-bargaining agreements to which the plan is subject.

					FIP / RP Status	Total Contributions of DynCorp International				Expiration
		PPA Zone Status (2)			Pending /	(Amounts in thousands)			Surcharge	Date of
Pension Fund	EIN/PN	2014	2013	2012	Implemented	2014	2013	2012	Imposed	CBA
IAMNPF (1)	516031295 / 001	Green	Green	Green	No	$6,845	$6,062	$4,686	No	5/15/2015 through 3/30/2018

(1) Of the 13 collective-bargaining agreements that require contributions to this plan, the agreement with International Association of Machinists ("IAM") Pilot union employees at California Department of Forestry and Fire Protection ("CAL FIRE") is the most significant as contributions under this plan for years 2015 through the expiration date of the collective-bargaining agreement will approximate $14.1 million, or 36.3% of all required contributions to the IAMNPF.

(2) Unless otherwise noted, the most recent PPA zone status available in 2014, 2013 and 2012, is for the plan’s year-end status for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. The zone status is based on information we receive from the plan and is certified by the plan's actuary. Generally, plans in the red zone are less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded.

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Long-Term Debt

12 Months Ended

Dec. 31, 2014

Long-term Debt, Unclassified [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt consisted of the following:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
10.375% senior unsecured notes	$	455,000	$	455,000
Term loan	187,272		277,272
Total long-term debt	$	642,272	$	732,272

Senior Credit Facility

On July 7, 2010, we entered into a senior secured credit facility (the "Senior Credit Facility"), with a banking syndicate and Bank of America, NA as Administrative Agent (the "Agent"). On January 21, 2011 and on August 10, 2011, DynCorp International Inc. entered into amendments to the Senior Credit Facility.

On June 19, 2013, we entered into a third amendment (the “Third Amendment”) to the Senior Credit Facility. The Third Amendment, among other things, amended the Senior Credit Facility to extend the maturity date of the revolving credit facility (the "Revolver") to July 7, 2016, increased the amount of the Revolver to $181.0 million and modified the maximum total leverage threshold test and certain other covenants.

On November 5, 2014, we entered into a fourth amendment and waiver (the "Fourth Amendment") to the Senior Credit Facility. The Fourth Amendment, among other things, (i) amended the Senior Credit Facility by modifying financial maintenance covenants; (ii) reduced the amount of the Revolver credit commitments of the lenders consenting to the Fourth Amendment by 20%, which represented a reduction of approximately $36.2 million; (iii) amended the definition of Consolidated Net Income as defined in the Senior Credit Facility to exclude up to $35 million for a one-time charge during the three month period ended September 26, 2014 related to a certain U.S. Air Force contract; and (iv) waived compliance with the financial maintenance covenants with respect to the three month period ended September 26, 2014.

The Senior Credit Facility is secured by substantially all of our assets and is guaranteed by substantially all of our subsidiaries. As of December 31, 2014, the Senior Credit Facility provided for a $187.3 million Term Loan and the $144.8 million Revolver, which includes a $100.0 million letter of credit subfacility. As of December 31, 2014 and December 31, 2013, the available borrowing capacity under the Senior Credit Facility was approximately $108.1 million and $144.6 million, respectively, which includes $36.7 million and $36.4 million, respectively, in issued letters of credit. Amounts borrowed under the Revolver are used to fund operations. As of December 31, 2014 and December 31, 2013 there were no amounts borrowed under the Revolver. The maturity date on both the Term Loan and the Revolver is July 7, 2016.

Interest Rates on Term Loan & Revolver

Both the Term Loan and Revolver bear interest at one of two options, based on our election, using either the (i) base rate ("Base Rate") as defined in the Senior Credit Facility plus an applicable margin or the (ii) London Interbank Offered Rate ("Eurocurrency Rate") as defined in the Senior Credit Facility plus an applicable margin. The applicable margin for the Term Loan is fixed at 3.5% for the Base Rate option and 4.5% for the Eurocurrency Rate option. The applicable margin for the Revolver ranges from 3.0% to 3.5% for the Base Rate option or 4.0% to 4.5% for the Eurocurrency option based on our outstanding Secured Leverage Ratio at the end of the quarter. The Secured Leverage Ratio is calculated by the ratio of total secured consolidated debt (net of up to $75 million of unrestricted cash and cash equivalents) to consolidated earnings before interest, taxes, and depreciation & amortization ("Consolidated EBITDA"), as defined in the Senior Credit Facility. Interest payments on both the Term Loan and Revolver are payable at the end of the interest period as defined in the Senior Credit Facility, but not less than quarterly.

The Base Rate is equal to the higher of (a) the Federal Funds Rate plus one half of one percent and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate; provided that in no event shall the Base Rate be less than 1.00% plus the Eurocurrency Rate applicable to one month interest periods on the date of determination of the Base Rate. The variable Base Rate has a floor of 2.75%.

The Eurocurrency Rate is the rate per annum equal to the British Bankers Association London Interbank Offered Rate ("BBA LIBOR") as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) two Business Days prior to the commencement of such interest period. The variable Eurocurrency rate has a floor of 1.75%. As of December 31, 2014 and December 31, 2013, the applicable interest rate on the Term Loan was 6.25%.

Interest Rates on Letter of Credit Subfacility and Unused Commitment Fees

The letter of credit subfacility bears interest at the applicable margin for Eurocurrency Rate loans, which ranges from 4.0% to 4.5%. The unused commitment fee on our Revolver ranges from 0.50% to 0.75% depending on the Secured Leverage Ratio, as defined in the Senior Credit Facility. Interest payments on both the letter of credit subfacility and unused commitments are payable quarterly in arrears. The applicable interest rates for our letter of credit subfacility were 4.00% and 4.25% as of December 31, 2014 and December 31, 2013, respectively. The applicable interest rate for our unused commitment fees was 0.50% as of December 31, 2014 and December 31, 2013, respectively. All of our letters of credit are also subject to a 0.25% fronting fee.

Principal Payments

Our Senior Credit Facility contains an annual requirement to submit a portion of our Excess Cash Flow, as defined in the Senior Credit Facility, as additional principal payments. Based on our annual financial results and the additional principal prepayments made during the year ended December 31, 2013, we were not required to make any additional principal payments under the Excess Cash Flow requirement during the year ended December 31, 2014. Certain other transactions can trigger mandatory principal payments such as tax refunds, a disposition of a portion of our business or a significant asset sale. We had no such transactions during the year ended December 31, 2014.

During the years ended December 31, 2014 and December 31, 2013, we made principal payments of $90.0 million and $50.0 million, respectively on the Term Loan. Pursuant to our Term Loan, quarterly principal payments are required, however, the principal prepayments made in 2011 were applied to the future scheduled maturities and satisfied our responsibility to make quarterly principal payments through July 7, 2016.

Deferred financing costs of $1.4 million and $0.7 million, related to the various principal payments, were expensed and included in Loss on early extinguishment of debt in our consolidated statement of operations for the years ended December 31, 2014 and December 31, 2013, respectively. There were no penalties associated with the prepayments.

Covenants

The Senior Credit Facility contains financial, as well as non-financial, affirmative and negative covenants that we believe are usual and customary. These covenants, among other things, limit our ability to:

• declare dividends and make other distributions;

• redeem or repurchase our capital stock;

• prepay, redeem or repurchase certain of our indebtedness;

• grant liens;

• make loans or investments (including acquisitions);

• incur additional indebtedness;

• modify the terms of certain debt;

• restrict dividends from our subsidiaries;

• change our business or business of our subsidiaries;

• merge or enter into acquisitions;

• sell our assets;

• enter into transactions with our affiliates; and

• make capital expenditures.

In addition, the Senior Credit Facility contains two financial maintenance covenants, a maximum total leverage ratio and a minimum interest coverage ratio.

The total leverage ratio is the Consolidated Total Debt, as defined in the Senior Credit Facility, less unrestricted cash and cash equivalents (up to $75.0 million) to Consolidated EBITDA, as defined in the Senior Credit Facility, for the applicable period.

Effective with the Fourth Amendment, the maximum total leverage ratios are set forth below as follows:

Period Ending	Total Leverage Ratio
December 31, 2014	5.55 to 1.0
March 27, 2015	6.65 to 1.0
June 26, 2015	7.70 to 1.0
September 25, 2015	8.10 to 1.0
December 31, 2015	7.75 to 1.0
March 25, 2016	7.60 to 1.0
June 24, 2016	6.90 to 1.0
June 25, 2016 and thereafter	6.60 to 1.0

The interest coverage ratio is the ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined in the Senior Credit Facility. Effective with the Fourth Amendment, the interest coverage ratios are set forth below as follows:

Period Ending	Interest Coverage Ratio
December 31, 2014	1.05 to 1.0
March 25, 2016	1.15 to 1.0
June 24, 2016	1.20 to 1.0
June 25, 2016 and thereafter	1.30 to 1.0

As of December 31, 2014 and December 31, 2013, we were in compliance with our financial maintenance covenants.

Senior Unsecured Notes

On July 7, 2010, DynCorp International Inc. completed an offering of $455.0 million in aggregate principal of 10.375% senior unsecured notes due 2017 (the "Senior Unsecured Notes"). The initial purchasers were Bank of America Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Deutsche Bank Securities Inc. The Senior Unsecured Notes were issued under an indenture dated July 7, 2010 (the "Indenture"), by and among us, the guarantors party thereto (the "Guarantors"), including DynCorp International Inc., and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB) as Trustee. The Senior Unsecured Notes mature on July 1, 2017. Interest on the Senior Unsecured Notes is payable on January 1 and July 1 of each year, and commenced on January 1, 2011.

The Senior Unsecured Notes contain various covenants that restrict our ability to:

• incur additional indebtedness;

• make certain payments, including declaring or paying certain dividends;

• purchase or retire certain equity interests;

• retire subordinated indebtedness;

• make certain investments;

• sell assets;

• engage in certain transactions with affiliates;

• create liens on assets;

• make acquisitions; and

• engage in mergers or consolidations.

The aforementioned restrictions are considered to be in place unless we achieve investment grade ratings by both Moody’s Investor Services and Standard and Poors.

We can redeem the Senior Unsecured Notes, in whole or in part, at defined call prices, plus accrued interest through the redemption date. The Indenture requires us to repurchase the Senior Unsecured Notes at defined prices in the event of certain asset sales and change of control events.

Call and Put Options

We can voluntarily settle all or a portion of the Senior Unsecured Notes at any time prior to maturity at an applicable redemption price plus the accrued and unpaid interest, if any, as of the applicable redemption date. The applicable redemption prices with respect to the Senior Unsecured Notes on any applicable redemption date if redeemed during the 12-month period commencing on July 1 of the years set forth below are as follows:

Year	Redemption Price
2014	105.2	%
2015	102.6	%
2016 and thereafter	100.0	%

The Indenture requires us to offer to repurchase the Senior Unsecured Notes at defined prices in the event of certain asset sales and change of control events. In the case of Asset Sales (as defined in the Indenture), we are required under the Indenture to use the proceeds from such asset sales to either (i) prepay secured debt or nonguarantor debt, (ii) reinvest in our business or (iii) to the extent asset sale proceeds not applied in accordance with clause (i) or (ii) exceed $15.0 million, make an offer to repurchase the Senior Unsecured Notes at 100% of the principal amount thereof.

In the event of a change in control, each holder of the Senior Unsecured Notes will have the right to require the Company to repurchase some or all of the Senior Unsecured Notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date.

The fair value of the Senior Unsecured Notes is based on their quoted market value. As of December 31, 2014 and December 31, 2013, the quoted market value of the Senior Unsecured Notes was approximately 82.0% and 103.0%, respectively, of stated value.

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Equity

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Equity

Equity

At April 1, 2010 (inception), 100 common shares were issued and, as of December 31, 2014, 100 shares remain issued and outstanding as there have been no further issuances of common shares since that date. During the period from April 1, 2010 (inception) through December 31, 2010, our equity was impacted by a capital contribution of $550.9 million in connection with the merger entered into on July 7, 2010.

Share Based Payments

On December 17, 2013, certain members of management and outside directors were awarded Class B interests in DynCorp Management LLC (“DynCorp Management”). DynCorp Management LLC conducts no operations and was established for the purpose of holding equity in our Company. DynCorp Management LLC authorized 100,000 Class B shares as available for issuance and approved 7,246 Class B-1 Interests and 380 Class B-2 Interests to certain members of management and outside directors of Defco Holdings, Inc. (“Holdings”), the non-member manager, and its subsidiaries, including Delta Tucker Holdings, Inc. All of DynCorp International Inc.'s issued and outstanding common stock is owned by the Company, and all of the Company's issued and outstanding common stock is owned by our parent, Holdings. The grant and vesting of the awards is contingent upon the executives' consent to the terms and conditions set forth in the Class B-1 Interests and B-2 Interests Agreements. As of December 31, 2013 consents were received from members of management and outside directors with grants totaling 3,144 shares. Grants and the receipt of consents to the terms and conditions totaled 4,339 Class B-1 Interests during the year ended December 31, 2014.

The Class B-1 Interests are subject to (i) time-based vesting in separate tranches based on the participants’ hire date (each such date a “Vesting Date”); (ii) acceleration of vesting in certain circumstances (such as in the event of a change in control or termination of the executive without cause); and (iii) continued employment of the member of management by Holdings or its subsidiaries through the applicable vesting dates.

Class B-1 Interests held by participants hired in 2013 shall vest in 5 equal 20% installments on each of the grant dates of the Class B-1 Interests, July 15, 2014, July 15, 2015, July 15, 2016 and July 15, 2017. Class B-1 Interests Participants hired in 2012 shall vest with respect to 30% of the Class B-1 Interests on the grant date, an additional 20% on July 15, 2014, 20% on July 15, 2015 and with respect to the remaining Class B-1 Interests on July 15, 2016. Class B-1 Interests Participants hired in 2010 and 2011 shall vest with respect to 40% of the Class B-1 Interests as of the grant date, an additional 20% on July 15, 2014 and with respect to the remaining Class B-1 Interests on July 15, 2015.

A summary of the Class B Interest plans activity for the years ended December 31, 2014 and December 31, 2013 is as follows:

	Number of Interests
Outstanding at December 31, 2012	—
Granted:
Class B-1	2,764
Class B-2	380
Exercised	—
Forfeited or expired	—
Outstanding at December 31, 2013	3,144
Granted:
Class B-1	4,339
Class B-2	—
Exercised	—
Forfeited or expired	(1,582	)
Outstanding at December 31, 2014	5,901

Awards to our management team consist of options qualifying as profits interests under Revenue Procedure 93-27, that are exercisable only upon a change in control as defined in the Plan. The awards do not expire and the awards do not have a fixed strike price. The value of the Class B Interest as of the grant date is calculated using a Monte Carlo simulation consistent with the provisions of ASC Topic 718, “Compensation—Stock Compensation” and is amortized over the respective vesting period. The Monte Carlo simulation, similar to a Black-Scholes option pricing formula, requires the input of subjective assumptions, including the estimated life of the interest and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility of the market-based guideline companies as a basis for projecting the expected volatility of the underlying Class B interest and estimated the expected life of our Class B grants to be 4 years as of the grant date. The 2013 fair value utilized for determining the profits interests for Class B-1 and B-2 interests was $819.26 and $258.30, respectively. The initial fair value was utilized for all grants through the period ending March 28, 2014. After the period ending March 28, 2014, another valuation was performed to determine the fair value of future grants resulting in the 670 Class B-1 interests granted after March 28, 2014 having a fair value of $32.73.

We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our Class B grants.

For the periods indicated, the weighted-average assumptions used were as follows:

	For the years ended
	December 31, 2014		December 31, 2013
Weighted-average assumptions used:
Expected volatility	36.0	%	33.5	%
Risk-free interest rate	1.1	%	1.7	%
Expected yield	8	%	8	%
Expected life (in years)	2.8		4
Forfeiture rate	8	%	8	%

The total grant date fair value of all options granted during 2014 and 2013 was $4.6 million and $1.5 million, respectively. Total compensation cost expensed for the years ended December 31, 2014 and December 31, 2013 was $3.2 million and $0.5 million, respectively.

The following is a summary of the changes in non-vested shares for the years ended December 31, 2014 and December 31, 2013:

	Number of Shares
Non-vested shares at December 31, 2012	—
Granted	3,144
Vested	(1,021	)
Forfeited	—
Non-vested shares at December 31, 2013	2,123
Granted	4,339
Vested	(3,646	)
Forfeited	(1,582	)
Non-vested shares at December 31, 2014	1,234

As of December 31, 2014, the total compensation cost related to the non-vested Class B awards, not yet recognized, was $0.4 million which will be recognized over a weighted average period of approximately 1.2 years.

Long-Term Incentive Bonus

On December 17, 2013 the Company approved a long-term cash incentive bonus for certain members of management and outside directors, where in the event of a change in control, subject to the various members of management continued employment with the Company through such a change in control and execution of a restrictive covenant agreement within fourteen days of receipt of such agreement, the various members of management shall be eligible to receive a cash incentive bonus. As of December 31, 2014 there was no impact to the financial statements as no triggering event had occurred.

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Retirement Plans (Details Textual) (USD $)	7 Months Ended	12 Months Ended			5 Months Ended
	Dec. 31, 2014	Dec. 31, 2014 agreement	Dec. 31, 2013	Dec. 31, 2012	May 31, 2014
Retirement Plans (Textual) [Abstract]
Current maximum contribution per employee		$ 17,500
Investment in various funds	12,750
Savings Plan expense		11,900,000	16,100,000	18,200,000
Number of collective-bargaining agreements		13
Collective-bargaining agreements contribution	14,100,000	14,100,000
Contributions to the IAMNPF		36.30%
Maximum funding status percentage for red zone			65.00%
Minimum funding status percentage for yellow zone			65.00%
Maximum funding status percentage for yellow zone			80.00%
Minimum funding status percentage for green zone			80.00%
Maximum [Member]
Retirement Plans (Textual) [Abstract]
Contributions by participants under the plan		50.00%
Company matching contributions, Maximum	100.00%				100.00%
Employee matching contributions, Minimum	4.00%				6.00%
Investment in various funds					$ 12,750
Minimum [Member]
Retirement Plans (Textual) [Abstract]
Contributions by participants under the plan		1.00%
Company matching contributions, Minimum	50.00%				50.00%
Employee matching contributions, Maximum	2.00%				2.00%
Management [Member] | Nonqualified Unfunded Deferred Compensation Plan [Member]
Retirement Plans (Textual) [Abstract]
Deferral amount limitation of salary, percentage			50.00%
Deferral amount limitation of bonuses, percentage			100.00%
Vested percentage of participants at all times			100.00%
Requisite period			6 months
Annual installment payments, option one, term			5 years
Annual installment payments, option two, term			10 years

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Consolidating Financial Statements of Subsidiary Guarantors (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Consolidating Statement of Comprehensive Income
Net loss	$ (267,620)	$ (249,501)	$ (3,292)
Other comprehensive income
Foreign currency translation adjustment	(131)	(437)	225
Other comprehensive (loss) income , before tax	(131)	(437)	225
Income tax (expense) benefit related to items of other comprehensive income	47	157	(83)
Other comprehensive (loss) income	(84)	(280)	142
Comprehensive loss	(267,704)	(249,781)	(3,150)
Noncontrolling interest	(2,160)	(4,235)	(5,645)
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(269,864)	(254,016)	(8,795)
Parent Company [Member]
Condensed Consolidating Statement of Comprehensive Income
Net loss	(269,780)	(253,736)	(8,937)
Other comprehensive income
Foreign currency translation adjustment	(131)	(437)	225
Other comprehensive (loss) income , before tax	(131)	(437)	225
Income tax (expense) benefit related to items of other comprehensive income	47	157	(83)
Other comprehensive (loss) income	(84)	(280)	142
Comprehensive loss	(269,864)	(254,016)	(8,795)
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(269,864)	(254,016)	(8,795)
Subsidiary Issuer [Member]
Condensed Consolidating Statement of Comprehensive Income
Net loss	(269,780)	(253,736)	(8,937)
Other comprehensive income
Foreign currency translation adjustment	(131)	(437)	225
Other comprehensive (loss) income , before tax	(131)	(437)	225
Income tax (expense) benefit related to items of other comprehensive income	47	157	(83)
Other comprehensive (loss) income	(84)	(280)	142
Comprehensive loss	(269,864)	(254,016)	(8,795)
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(269,864)	(254,016)	(8,795)
Subsidiary Guarantors [Member]
Condensed Consolidating Statement of Comprehensive Income
Net loss	(224,551)	(204,678)	(16,604)
Other comprehensive income
Foreign currency translation adjustment		(242)	123
Other comprehensive (loss) income , before tax		(242)	123
Income tax (expense) benefit related to items of other comprehensive income		86	(45)
Other comprehensive (loss) income		(156)	78
Comprehensive loss	(224,551)	(204,834)	(16,526)
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(224,551)	(204,834)	(16,526)
Subsidiary Non-Guarantors [Member]
Condensed Consolidating Statement of Comprehensive Income
Net loss	12,334	9,332	9,695
Other comprehensive income
Foreign currency translation adjustment	(131)	(195)	102
Other comprehensive (loss) income , before tax	(131)	(195)	102
Income tax (expense) benefit related to items of other comprehensive income	47	70	(38)
Other comprehensive (loss) income	(84)	(125)	64
Comprehensive loss	12,250	9,207	9,759
Noncontrolling interest	(2,160)	(4,235)	(5,645)
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	10,090	4,972	4,114
Eliminations [Member]
Condensed Consolidating Statement of Comprehensive Income
Net loss	484,157	453,317	21,491
Other comprehensive income
Foreign currency translation adjustment	262	874	(450)
Other comprehensive (loss) income , before tax	262	874	(450)
Income tax (expense) benefit related to items of other comprehensive income	(94)	(313)	166
Other comprehensive (loss) income	168	561	(284)
Comprehensive loss	484,325	453,878	21,207
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	$ 484,325	$ 453,878	$ 21,207

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Long-Term Debt Long-Term Debt 2 (Details)	12 Months Ended
	Dec. 31, 2014
Debt Disclosure [Abstract]
Maximum total leverage ratio for period ended December 31, 2014	5.55
Maximum total leverage ratio for period ended March 27, 2015	6.65
Maximum total leverage ratio for period ended June 26, 2015	7.70
Maximum total leverage ratio for period ended September 25, 2015	8.10
Maximum total leverage ratio for period ended December 31, 2015	7.75
Maximum total leverage ratio for period ended March 25, 2016	7.60
Maximum total leverage ratio for period ended June 24, 2016	6.90
Maximum total leverage ratio for period ended June 25, 2016 and thereafter	6.60
Interest coverage ratio for period ending December 31, 2014	1.05
Interest coverage ratio for period ending March 25, 2016	1.15
Interest coverage ratio for period ending June 24, 2016	1.20
Interest coverage ratio for period ending June 25, 2016 and thereafter	1.30

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Retirement Plans (Details) (Pension Fund [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Pension Fund [Member]
Schedule of pension fund
Pension Protection Act Zone Status	Green	[1]	Green	[1]	Green	[1]
FIR/RP Status Pending / Implemented	No
Contributions of DynCorp International	$ 6,845		$ 6,062		$ 4,686
Surcharge Imposed	No
Expiration Date of CBA	5/15/2015 through 3/30/2018

[1] Unless otherwise noted, the most recent PPA zone status available in 2014, 2013 and 2012, is for the plan’s year-end status for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. The zone status is based on information we receive from the plan and is certified by the plan's actuary. Generally, plans in the red zone are less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded.

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Condensed Financial Information of Registrant - Cash Flows (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Statement of Cash Flow
Net cash from operating activities	$ 25,377	$ 137,502	$ 144,190
Net cash from investing activities	(4,674)	(7,971)	(12,163)
Net cash from financing activities	(97,544)	(77,461)	(83,457)
Net change in cash and cash equivalent	(76,841)	52,070	48,570
Cash and cash equivalents, beginning of period	170,845	118,775	70,205
Cash and cash equivalents, end of period	94,004	170,845	118,775
Parent Company [Member]
Condensed Statement of Cash Flow
Net cash from operating activities	333	461	664
Net cash from investing activities	0	0	0
Net cash from financing activities	(333)	(461)	(664)
Net change in cash and cash equivalent	0	0	0
Cash and cash equivalents, beginning of period	0	0	0
Cash and cash equivalents, end of period	$ 0	$ 0	$ 0

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Equity (Tables)

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Disclosure of assumptions used

A summary of the Class B Interest plans activity for the years ended December 31, 2014 and December 31, 2013 is as follows:

	Number of Interests
Outstanding at December 31, 2012	—
Granted:
Class B-1	2,764
Class B-2	380
Exercised	—
Forfeited or expired	—
Outstanding at December 31, 2013	3,144
Granted:
Class B-1	4,339
Class B-2	—
Exercised	—
Forfeited or expired	(1,582	)
Outstanding at December 31, 2014	5,901

Schedule of option activity during the year

For the periods indicated, the weighted-average assumptions used were as follows:

	For the years ended
	December 31, 2014		December 31, 2013
Weighted-average assumptions used:
Expected volatility	36.0	%	33.5	%
Risk-free interest rate	1.1	%	1.7	%
Expected yield	8	%	8	%
Expected life (in years)	2.8		4
Forfeiture rate	8	%	8	%

Schedule of nonvested share activity during the year

The following is a summary of the changes in non-vested shares for the years ended December 31, 2014 and December 31, 2013:

	Number of Shares
Non-vested shares at December 31, 2012	—
Granted	3,144
Vested	(1,021	)
Forfeited	—
Non-vested shares at December 31, 2013	2,123
Granted	4,339
Vested	(3,646	)
Forfeited	(1,582	)
Non-vested shares at December 31, 2014	1,234

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Goodwill, Other Intangible Assets, and Long-Lived Assets (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2014	Dec. 31, 2013
Information about changes relating to certain intangible assets
Gross carrying value, indefinite		$ 28,762	$ 43,464
Impairment, indefinite	(6,069)
Customer-related intangible assets [Member]
Information about changes relating to certain intangible assets
Weighted Average Useful Life (Years)		4 years 7 months 6 days	5 years 7 months 6 days
Gross carrying value, finite		350,912	350,912
Accumulated amortization, finite		(178,126)	(138,623)
Total intangible asset, impairment		(33,388)
Net, finite		139,398	212,289
Other Intangible Assets [Member]
Information about changes relating to certain intangible assets
Weighted Average Useful Life (Years)		4 years 9 months 18 days	6 years 3 months 18 days
Gross carrying value, finite		15,418	22,042
Accumulated amortization, finite		(10,395)	(14,151)
Total intangible asset, impairment		(33,388)
Net, finite		5,023	7,891
Indefinite-lived intangible assets		5,059	5,059
Total intangible asset, gross		371,389	378,013
Total intangible asset, accumulated amortization		(188,521)	(152,774)
Total intangible asset, net		149,480	225,239
Tradenames [Member]
Information about changes relating to certain intangible assets
Weighted Average Useful Life (Years)		4 months 24 days	1 year 4 months 24 days
Accumulated amortization, finite		(807)	(627)
Total intangible asset, impairment		(14,522)
Net, finite		62	242
Gross carrying value, finite		869	869
Gross carrying value, indefinite		43,222	43,222
Impairment, indefinite		(14,522)
Net, indefinite		28,700
Total intangible asset, gross		44,091	44,091
Total intangible asset, accumulated amortization		(807)	(627)
Total intangible asset, net		$ 28,762	$ 43,464

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Consolidating Financial Statements of Subsidiary Guarantors

12 Months Ended

Dec. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidating Financial Statements of Subsidiary Guarantors

Consolidating Financial Statements of Subsidiary Guarantors

The Senior Unsecured Notes issued by DynCorp International Inc. ("Subsidiary Issuer") and the Senior Credit Facility are fully and unconditionally guaranteed, jointly and severally, by the Company ("Parent") and all of the domestic subsidiaries of Subsidiary Issuer: DynCorp International LLC, DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, DIV Capital Corporation, Dyn Marine Services of Virginia LLC, Services International LLC, Worldwide Management and Consulting Services LLC, Worldwide Recruiting and Staffing Services LLC, Heliworks LLC, Phoenix Consulting Group, LLC and Casals & Associates, Inc. ("Subsidiary Guarantors"). Each of the Subsidiary Issuer and the Subsidiary Guarantors is 100% owned by the Company. Under the indenture governing the Senior Unsecured Notes, a guarantee of a Subsidiary Guarantor will terminate upon the following customary circumstances: (i) the sale of the capital stock of such Subsidiary Guarantor if such sale complies with the indenture; (ii) the designation of such Subsidiary Guarantor as an unrestricted subsidiary; (iii) if such Subsidiary Guarantor no longer guarantees certain other indebtedness of the Subsidiary Issuer or (iv) the defeasance or discharge of the indenture.

Subsequent to the issuance of the Company’s consolidated financial statements on Form 10-K for the period ended December 31, 2013, management determined that within the condensed consolidating statement of cash flows for the three months ended March 29, 2013, the intercompany transfers of the Subsidiary Guarantors in the amount of $38.9 million, previously presented as financing activities, should be classified as investing activities. The classification of these intercompany transfers has been corrected in the condensed consolidating statement of cash flows for the calendar year 2012 and calendar year 2013 to be presented within investing activities. This correction has no impact on the consolidated statement of cash flows for calendar year 2014.

The following condensed consolidating financial statements present (i) condensed consolidating balance sheets as of December 31, 2014 and December 31, 2013 (ii) the condensed consolidating statement of operations and comprehensive income for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, (iii) condensed consolidating statements of cash flows for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 and (iv) elimination entries necessary to consolidate Parent and its subsidiaries.

The Parent company, the Subsidiary 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 of the subsidiary and its subsidiary guarantors, and subsidiary non-guarantors. Additionally, the Subsidiary Guarantors’ column reflects the equity income of its subsidiary non-guarantors.

DynCorp International, Inc. is considered the Subsidiary Issuer as it issued the Senior Unsecured Notes.

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	2,268,349		$	315,551		$	(331,591	)	$	2,252,309
Cost of services	—			—			(2,092,339		)	(312,110		)	331,584			(2,072,865		)
Selling, general and administrative expenses	—			—			(146,623		)	(265		)	7			(146,881		)
Depreciation and amortization expense	—			—			(47,979		)	(603		)	—			(48,582		)
Earnings from equity method investees	—			—			489			9,588			—			10,077
Impairment of goodwill, intangibles and long lived assets	—			—			(214,004		)	—			—			(214,004		)
Operating income	—			—			(232,107		)	12,161			—			(219,946		)
Interest expense	—			(68,221		)	(2,562		)	—			—			(70,783		)
Loss on early extinguishment of debt	—			(1,362		)	—			—			—			(1,362		)
Interest income	—			—			198			23			—			221
Equity in (loss) income of consolidated subsidiaries	(269,780		)	(224,551		)	10,174			—			484,157			—
Other income, net	—			—			3,736			(56		)	—			3,680
(Loss) income before income taxes	(269,780		)	(294,134		)	(220,561		)	12,128			484,157			(288,190		)
Benefit (provision) for income taxes	—			24,354			(3,990		)	206			—			20,570
Net (loss) income	(269,780		)	(269,780		)	(224,551		)	12,334			484,157			(267,620		)
Noncontrolling interest	—			—			—			(2,160		)	—			(2,160		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	$	(269,780	)	$	(269,780	)	$	(224,551	)	$	10,174		$	484,157		$	(269,780	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	3,298,767		$	445,144		$	(456,727	)	$	3,287,184
Cost of services	—			—			(3,006,723		)	(437,375		)	456,845			(2,987,253		)
Selling, general and administrative expenses	—			—			(148,962		)	(845		)	(118		)	(149,925		)
Depreciation and amortization expense	—			—			(48,028		)	(600		)	—			(48,628		)
Earnings from equity method investees	—			—			1,510			3,060			—			4,570
Impairment of goodwill, intangibles and long lived assets	—			—			(312,728		)	—			—			(312,728		)
Operating (loss) income	—			—			(216,164		)	9,384			—			(206,780		)
Interest expense	—			(75,001		)	(3,825		)	—			—			(78,826		)
Loss on early extinguishment of debt	—			(703		)	—			—			—			(703		)
Interest income	—			—			130			27			—			157
Equity in (loss) income of consolidated subsidiaries	(253,736		)	(204,678		)	5,097			—			453,317			—
Other (loss) income, net	—			—			(998		)	188			—			(810		)
(Loss) income before income taxes	(253,736		)	(280,382		)	(215,760		)	9,599			453,317			(286,962		)
Benefit (provision) for income taxes	—			26,646			11,082			(267		)	—			37,461
Net (loss) income	(253,736		)	(253,736		)	(204,678		)	9,332			453,317			(249,501		)
Noncontrolling interest	—			—			—			(4,235		)	—			(4,235		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	$	(253,736	)	$	(253,736	)	$	(204,678	)	$	5,097		$	453,317		$	(253,736	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2012

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	4,077,449		$	538,118		$	(571,292	)	$	4,044,275
Cost of services	—			—			(3,743,400		)	(514,653		)	559,121			(3,698,932		)
Selling, general and administrative expenses	—			—			(149,236		)	(12,297		)	12,171			(149,362		)
Depreciation and amortization expense	—			—			(49,658		)	(602		)	—			(50,260		)
Earnings from equity method investees	—			—			825			—			—			825
Impairment of goodwill	—			—			(44,594		)	—			—			(44,594		)
Impairment of intangibles	—			—			(6,069		)	—			—			(6,069		)
Operating income	—			—			85,317			10,566			—			95,883
Interest expense	—			(80,078		)	(6,194		)	—			—			(86,272		)
Loss on early extinguishment of debt	—			(2,094		)	—			—			—			(2,094		)
Interest income	—			—			108			9			—			117
Equity in (loss) income of consolidated subsidiaries	(8,937		)	(16,604		)	4,050			—			21,491			—
Other income (loss), net	—			—			4,814			(142		)	—			4,672
(Loss) income before income taxes	(8,937		)	(98,776		)	88,095			10,433			21,491			12,306
Benefit (provision) for income taxes	—			89,839			(104,699		)	(738		)	—			(15,598		)
Net (loss) income	(8,937		)	(8,937		)	(16,604		)	9,695			21,491			(3,292		)
Noncontrolling interest	—			—			—			(5,645		)	—			(5,645		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	$	(8,937	)	$	(8,937	)	$	(16,604	)	$	4,050		$	21,491		$	(8,937	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Income

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(269,780	)	$	(269,780	)	$	(224,551	)	$	12,334		$	484,157		$	(267,620	)
Other comprehensive income:
Currency translation adjustment	(131		)	(131		)	—			(131		)	262			(131		)
Other comprehensive income, before tax	(131		)	(131		)	—			(131		)	262			(131		)
Income tax expense related to items of other comprehensive income	47			47			—			47			(94		)	47
Other comprehensive loss	(84		)	(84		)	—			(84		)	168			(84		)
Comprehensive (loss) income	(269,864		)	(269,864		)	(224,551		)	12,250			484,325			(267,704		)
Noncontrolling interest	—			—			—			(2,160		)	—			(2,160		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(269,864	)	$	(269,864	)	$	(224,551	)	$	10,090		$	484,325		$	(269,864	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Income

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(253,736	)	$	(253,736	)	$	(204,678	)	$	9,332		$	453,317		$	(249,501	)
Other comprehensive income:
Currency translation adjustment	(437		)	(437		)	(242		)	(195		)	874			(437		)
Other comprehensive income, before tax	(437		)	(437		)	(242		)	(195		)	874			(437		)
Income tax expense related to items of other comprehensive income	157			157			86			70			(313		)	157
Other comprehensive income	(280		)	(280		)	(156		)	(125		)	561			(280		)
Comprehensive (loss) income	(254,016		)	(254,016		)	(204,834		)	9,207			453,878			(249,781		)
Noncontrolling interest	—			—			—			(4,235		)	—			(4,235		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(254,016	)	$	(254,016	)	$	(204,834	)	$	4,972		$	453,878		$	(254,016	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Income

For the year ended December 31, 2012

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(8,937	)	$	(8,937	)	$	(16,604	)	$	9,695		$	21,491		$	(3,292	)
Other comprehensive income:
Currency translation adjustment	225			225			123			102			(450		)	225
Other comprehensive income, before tax	225			225			123			102			(450		)	225
Income tax expense related to items of other comprehensive income	(83		)	(83		)	(45		)	(38		)	166			(83		)
Other comprehensive income	142			142			78			64			(284		)	142
Comprehensive (loss) income	(8,795		)	(8,795		)	(16,526		)	9,759			21,207			(3,150		)
Noncontrolling interest	—			—			—			(5,645		)	—			(5,645		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(8,795	)	$	(8,795	)	$	(16,526	)	$	4,114		$	21,207		$	(8,795	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Balance Sheet Information

December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors		SubsidiaryNon-Guarantors		Eliminations			Consolidated
	ASSETS
Current assets:
Cash and cash equivalents	$	—		$	—		$	87,300	$	6,704	$	—		$	94,004
Restricted cash	—			—			707		—		—			707
Accounts receivable, net	—			—			452,938		719		(5,161		)	448,496
Intercompany receivables	—			—			234,109		28,231		(262,340		)	—
Prepaid expenses and other current assets	—			—			73,456		1,217		(473		)	74,200
Deferred taxes	—			—			—		—		—			—
Total current assets	—			—			848,510		36,871		(267,974		)	617,407
Long-term restricted cash	—			—			952		—		—			952
Property and equipment, net	—			—			23,615		171		—			23,786
Goodwill	—			—			96,489		32,399		—			128,888
Tradenames, net	—			—			28,762		—		—			28,762
Other intangibles, net	—			—			148,825		655		—			149,480
Investment in subsidiaries	—			805,417			55,087		—		(860,504		)	—
Long-term deferred taxes	—			—			5,696		—		—			5,696
Other assets, net	558			11,775			15,183		—		—			27,516
Total assets	$	558		$	817,192		$	1,223,119	$	70,096	$	(1,128,478	)	$	982,487
	LIABILITIES & EQUITY
Current liabilities:
Accounts payable	$	—		$	—		$	146,016	$	1,253	$	(723	)	$	146,546
Accrued payroll and employee costs	—			—			84,725		13,296		(4,314		)	93,707
Intercompany payables	45,643			188,466			28,231		—		(262,340		)	—
Deferred income taxes	—			—			31,453		24		—			31,477
Other accrued liabilities	37,681			24,135			105,404		436		(37,630		)	130,026
Income taxes payable	—			—			5,072		—		(648		)	4,424
Total current liabilities	83,324			212,601			400,901		15,009		(305,655		)	406,180
Long-term debt, less current portion	—			642,272			—		—		—			642,272
Long-term deferred taxes	—			—			—		—		—			—
Other long-term liabilities	—			—			11,312		—		—			11,312
Noncontrolling interests	—			—			5,489		—		—			5,489
(Deficit) equity	(82,766		)	(37,681		)	805,417		55,087		(822,823		)	(82,766		)
Total liabilities and equity	$	558		$	817,192		$	1,223,119	$	70,096	$	(1,128,478	)	$	982,487

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Balance Sheet Information

December 31, 2013

(Amounts in thousands)	Parent		Subsidiary Issuer		SubsidiaryGuarantors		SubsidiaryNon-Guarantors		Eliminations			Consolidated
	ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—	$	144,025	$	26,820	$	—		$	170,845
Restricted cash	—		—		1,659		—		—			1,659
Accounts receivable, net	—		—		596,901		1,990		(21,755		)	577,136
Intercompany receivables	—		—		173,987		7,857		(181,844		)	—
Prepaid expenses and other current assets	—		—		123,761		456		293			124,510
Total current assets	—		—		1,040,333		37,123		(203,306		)	874,150
Property and equipment, net	—		—		23,797		323		—			24,120
Goodwill	—		—		261,367		32,400		—			293,767
Tradenames, net	—		—		43,464		—		—			43,464
Other intangibles, net	—		—		224,152		1,087		—			225,239
Investment in subsidiaries	228,870		1,095,853		45,383		—		(1,370,106		)	—
Other assets, net	891		17,525		20,765		—		—			39,181
Total assets	$	229,761	$	1,113,378	$	1,659,261	$	70,933	$	(1,573,412	)	$	1,499,921
	LIABILITIES & EQUITY
Current liabilities:
Accounts payable	$	—	$	—	$	192,456	$	2,243	$	(1,553	)	$	193,146
Accrued payroll and employee costs	—		—		111,547		22,770		(19,983		)	114,334
Intercompany payables	45,976		128,011		7,857		—		(181,844		)	—
Deferred income taxes	—		—		30,960		5		—			30,965
Other accrued liabilities	—		24,225		175,796		438		74			200,533
Income taxes payable	—		—		13,926		94		—			14,020
Total current liabilities	45,976		152,236		532,542		25,550		(203,306		)	552,998
Long-term debt, less current portion	—		732,272		—		—		—			732,272
Long-term deferred taxes	—		—		17,359		—		—			17,359
Other long-term liabilities	—		—		7,632		—		—			7,632
Noncontrolling interests	—		—		5,875		—		—			5,875
Equity	183,785		228,870		1,095,853		45,383		(1,370,106		)	183,785
Total liabilities and equity	$	229,761	$	1,113,378	$	1,659,261	$	70,933	$	(1,573,412	)	$	1,499,921

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	333		$	29,545		$	(6,454	)	$	3,650		$	(1,697	)	25,377
Cash flows from investing activities:
Purchase of property and equipment, net	—			—			(8,712		)	—			—			(8,712		)
Proceeds from sale of property and equipment	—			—			44			—			—			44
Purchase of software	—			—			(1,631		)	—			—			(1,631		)
Return of capital from equity method investees	—			—			5,625			—			—			5,625
Contributions to equity method investees	—			—			—			—			—			—
Net Transfer (to) from affiliates	—			—			(60,122		)	(20,372		)	80,494			—
Net cash used in investing activities	—			—			(64,796		)	(20,372		)	80,494			(4,674		)
Cash flows from financing activities:
Borrowings on long-term debt	—			118,000			—			—			—			118,000
Payments on long-term debt	—			(208,000		)	—			—			—			(208,000		)
Payments of deferred financing cost	—			—			(1,740		)	—			—			(1,740		)
Borrowings related to financed insurance	—			—			20,214			—			—			20,214
Payments related to financed insurance	—			—			(24,321		)	—			—			(24,321		)
Payments of dividends to Parent	—			—			—			(3,394		)	1,697			(1,697		)
Transfers (to) from affiliates	(333		)	60,455			20,372			—			(80,494		)	—
Net cash (used in) provided by financing activities	(333		)	(29,545		)	14,525			(3,394		)	(78,797		)	(97,544		)
Net increase in cash and cash equivalents	—			—			(56,725		)	(20,116		)	—			(76,841		)
Cash and cash equivalents, beginning of period	—			—			144,025			26,820			—			170,845
Cash and cash equivalents, end of period	$	—		$	—		$	87,300		$	6,704		$	—		$	94,004

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	461		$	30,040		$	101,590		$	9,793		$	(4,382	)	$	137,502
Cash flows from investing activities:
Purchase of property and equipment, net	—			—			(7,604		)	(24		)	—			(7,628		)
Proceeds from sale of property and equipment	—			—			182			—			—			182
Purchase of software	—			—			(2,718		)	—			—			(2,718		)
Return of capital from equity method investees	—			—			2,223			—			—			2,223
Contributions to equity method investees	—			—			(30		)	—			—			(30		)
Net Transfer (to) from affiliates	—			—			(9,939		)	(7,857		)	17,796			—
Net cash used in investing activities	—			—			(17,886		)	(7,881		)	17,796			(7,971		)
Cash flows from financing activities:
Borrowings on long-term debt	—			745,900			—			—			—			745,900
Payments on long-term debt	—			(796,537		)	—			—			—			(796,537		)
Payments of deferred financing cost	—			—			(2,139		)	—			—			(2,139		)
Borrowings related to financed insurance	—			—			9,431			—			—			9,431
Payments related to financed insurance	—			—			(29,734		)	—			—			(29,734		)
Payments of dividends to Parent	—			—			—			(8,764		)	4,382			(4,382		)
Transfers (to) from affiliates	(461		)	20,597			7,856			(10,196		)	(17,796		)	—
Net cash (used in) provided by financing activities	(461		)	(30,040		)	(14,586		)	(18,960		)	(13,414		)	(77,461		)
Net increase in cash and cash equivalents	—			—			69,118			(17,048		)	—			52,070
Cash and cash equivalents, beginning of period	—			—			74,907			43,868			—			118,775
Cash and cash equivalents, end of period	$	—		$	—		$	144,025		$	26,820		$	—		$	170,845

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2012

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	664		$	103,223		$	29,660		$	13,309		$	(2,666	)	$	144,190
Cash flows from investing activities:
Purchase of property and equipment, net	—			—			(5,467		)	(61		)	—			(5,528		)
Proceeds from sale of property and equipment	—			—			25			—			—			25
Cash paid for acquisition, net of cash acquired	—			—			(11,746		)	—			—			(11,746		)
Purchase of software	—			—			(2,590		)	—			—			(2,590		)
Return of capital from equity method investees	—			—			9,154			—			—			9,154
Contributions to equity method investees	—			—			(1,478		)	—			—			(1,478		)
Net Transfer from (to) affiliates	—			—			12,159			9,196			(21,355		)	—
Net cash used in investing activities	—			—			57			9,135			(21,355		)	(12,163		)
Cash flows from financing activities:
Borrowings on long-term debt	—			325,000			—			—			—			325,000
Payments on long-term debt	—			(415,000		)	—			—			—			(415,000		)
Borrowings related to financed insurance	—			—			62,580			—			—			62,580
Payments related to financed insurance	—			—			(53,918		)	—			—			(53,918		)
Payments of dividends to Parent	—			—			—			(4,785		)	2,666			(2,119		)
Transfers (to) from affiliates	(664		)	(13,223		)	(9,196		)	1,728			21,355			—
Net cash (used in) provided by financing activities	(664		)	(103,223		)	(534		)	(3,057		)	24,021			(83,457		)
Net increase in cash and cash equivalents	—			—			29,183			19,387			—			48,570
Cash and cash equivalents, beginning of period	—			—			45,724			24,481			—			70,205
Cash and cash equivalents, end of period	$	—		$	—		$	74,907		$	43,868		$	—		$	118,775

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Significant Accounting Policies and Accounting Developments (Tables)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Variable Interest Entity ownership percentages

Economic rights in active joint ventures that are operationally integral are indicated by the ownership percentages in the table listed below.

Partnership for Temporary Housing LLC ("PaTH")	30	%
Contingency Response Services LLC ("CRS")	45	%
Global Response Services LLC ("GRS")	51	%
Global Linguist Solutions LLC ("GLS")	51	%

Equity Method Investment ownership percentages

Economic rights in an active joint venture that the Company does not consider operationally integral are indicated by the ownership percentage in the table listed below.

Babcock DynCorp Limited ("Babcock") 44 %

Aggregate gross favorable and unfavorable adjustments to income (loss) before income taxes

The following table presents the aggregate gross favorable and unfavorable adjustments to income before taxes resulting from changes in contract estimates, including the exercise of additional option years, for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

	For the years ended
	December 31, 2014			December 31, 2013			December 31, 2012
(Amounts in millions)
Gross favorable adjustments	$	7.4		$	45.8		$	29.3
Gross unfavorable adjustments	(53.9		)	(20.7		)	(9.7		)
Net adjustments	$	(46.5	)	$	25.1		$	19.6

Summary of standard depreciation and amortization policies

Our standard depreciation and amortization policies are as follows:

Computer and related equipment	3 to 5 years
Equipment and Other	2 to 10 years
Leasehold improvements	Shorter of lease term or useful life

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Composition of Certain Financial Statement Captions (Details Textual) (USD $)	12 Months Ended
	Dec. 31, 2014 Helicopter	Dec. 31, 2013 Helicopter	Dec. 31, 2012
Composition of Certain Financial Statement Captions (Textual) [Abstract]
Maximum percentage of prepaid expense on current assets	5.00%
Number of helicopters		7
Value of helicopters	$ 2,000,000	$ 5,600,000
Helicopters deployed	2
Helicopters sold previously held in inventory	1
Helicopters disassembled into parts	4
Number of helicopters classified as held-for-sale		6
Helicopters sold	6
Proceeds from sale of helicopters	2,000,000
Impairment of goodwill, intangible and long lived assets	1,000,000
Aircraft parts inventory held on consignment	2,278,000	2,404,000
Accrual for property additions	800,000	3,800,000
Depreciation expense	5,700,000	5,900,000	5,700,000
Deferred financing cost	6,100,000	6,800,000	7,700,000
Investment in affiliates	5,600,000	2,200,000
Other liabilities	11,300,000	7,600,000
Long-term postemployment benefit obligation	3,900,000
Postemployment benefit expense	15,500,000	7,300,000
Other Accrued Liabilities [Member]
Composition of Certain Financial Statement Captions (Textual) [Abstract]
Lease vacancy obligations, net of estimated sublease rental assumptions	1,700,000	7,800,000
Employee Relocation [Member]
Composition of Certain Financial Statement Captions (Textual) [Abstract]
Relocation expense	600,000	3,900,000
Employee Severance [Member] | Selling, General and Administrative Expenses [Member]
Composition of Certain Financial Statement Captions (Textual) [Abstract]
Restructuring reserve	10,600,000	900,000
Tysons Corner [Member]
Composition of Certain Financial Statement Captions (Textual) [Abstract]
Long-term lease obligation	4,300,000	4,700,000
Term Loan Facility [Member]
Composition of Certain Financial Statement Captions (Textual) [Abstract]
Reduction in deferred financing cost	1,400,000	700,000
Loss from Catastrophes [Member]
Composition of Certain Financial Statement Captions (Textual) [Abstract]
Loss contingency accrual		$ 9,800,000

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Significant Accounting Policies and Accounting Developments (Details 2) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Aggregate gross favorable and unfavorable adjustments to income (loss) before income taxes
Gross favorable adjustments	$ 7.4	$ 45.8	$ 29.3
Gross unfavorable adjustments	(53.9)	(20.7)	(9.7)
Net adjustments	$ (46.5)	$ 25.1	$ 19.6

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Accounts receivable, allowances	$ 4,736	$ 1,621
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,000	1,000
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100

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Consolidating Financial Statements of Subsidiary Guarantors (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Mar. 15, 2012
Consolidating Financial Statements of Subsidiary Guarantors (Textual) [Abstract]
Percentage of ownership		100.00%	50.00%
Guarantor Subsidiaries [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Intercompany Transfers of Previously Reported Financing Activities That Are Currently Reported as Investing Activities	$ 38.9

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Goodwill, Other Intangible Assets, and Long-Lived Assets

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill, Other Intangible Assets and Long-Lived Assets

Goodwill, Other Intangible Assets and Long-Lived Assets

During the second quarter of 2014, we amended our organizational structure within the DynLogistics segment to improve efficiencies within existing businesses, resulting in the combination of two reporting units within our DynLogistics segment. Our DynLogistics segment now includes three reporting units.

During the third quarter of 2014, we amended our operating structure by realigning our existing DynGlobal segment as a pure business development organization focused on achieving our global growth objectives. DynGlobal will continue as a brand and an initiative to pursue international and commercial business. As a result, we eliminated the DynGlobal segment. DynGlobal resources were redeployed into the remaining two operating and reporting segments DynAviation and DynLogistics. The reporting units within DynAviation, which has two reporting units and DynLogistics which has three reporting units, remain unchanged. The amendment in our organizational structure did not result in any reallocation of goodwill.

We assess goodwill and other intangible assets with indefinite lives for impairment annually in October and when an event occurs or circumstances change that would suggest a triggering event. If a triggering event is identified, a step one assessment is performed to identify any possible impairment in the period in which the event is identified.

We estimate the fair value of our reporting units using a combination of the income approach and the market approach. Under the income approach, we utilize a discounted cash flow model based on several factors including balance sheet carrying values, historical results, our most recent forecasts, and other relevant quantitative and qualitative information. We discount the related cash flow forecasts using the weighted-average cost of capital at the date of evaluation. Under the market approach, we utilize comparative market multiples in the valuation estimate. While the income approach has the advantage of utilizing more company specific information, the market approach has the advantage of capturing market based transaction pricing. The estimates and assumptions used in assessing the fair value of our reporting units and the valuation of the underlying assets and liabilities are inherently subject to significant uncertainties.

Determining the fair value of a reporting unit or an indefinite-lived intangible asset involves judgment and the use of significant estimates and assumptions, particularly related to future operating results and cash flows. These estimates and assumptions include, but are not limited to, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and identification of appropriate market comparable data. Preparation of forecasts and the selection of the discount rate involve significant judgments that we base primarily on existing firm orders, expected future orders, and general market conditions. Significant changes in these forecasts, the discount rate selected, or the weighting of the income and market approach could affect the estimated fair value of one or more of our reporting units or indefinite-lived intangible assets and could result in an impairment charge in a future period. In addition, the identification of reporting units and the allocation of assets and liabilities to the reporting units or asset groups when determining the carrying value of each reporting unit or indefinite-lived intangible assets also requires judgment. All of these factors are subject to change with a change in the defense industry or larger macroeconomic environment.

Our revenue is predominantly from contracts and subcontracts with the U.S. government and its agencies. The 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 ("DoD") and the Department of State ("DoS"). Funding for our programs is dependent upon the annual budget and the appropriation decisions assessed by Congress, which are beyond our control. Estimates and judgments made by management, as it relates to the fair value of our reporting units or indefinite-lived intangible assets, could be impacted by the continued uncertainty over the defense industry.

During the second quarter of 2014, we performed a re-assessment of our projections due to continued challenges in our industry and declines in our business through the first half of the year. As a result of the re-assessment, we noted significant declines in future projections and assumptions with respect to new business opportunities within the Logistics Sustainment Services (“LSS”) reporting unit within the DynLogistics segment, which represented a carrying value of $120.6 million in goodwill as of December 31, 2013. We concluded that the change in circumstances represented a triggering event and an interim step one assessment was performed to identify any possible goodwill impairment. The first step of the impairment test indicated the carrying value of the LSS reporting unit was greater than the fair value. We performed step two of the impairment test and determined that the goodwill at the LSS reporting unit was partially impaired. As a result, a non-cash impairment charge of approximately $90.7 million was recorded during the three months ended June 27, 2014 to impair the carrying value of the LSS reporting unit goodwill. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations. Any further declines in performance within this reporting unit in the future could result in a new triggering event and an additional goodwill impairment.

Further, in light of the re-assessment of our future projections performed during the three months ended June 27, 2014, we also determined that it was appropriate for us to perform a step one interim goodwill impairment test on the Aviation reporting unit within the DynAviation segment. The step one results indicated that the fair value of the reporting unit exceeded its carrying value by approximately 15%.

During the third quarter of 2014, we recorded a significant loss on a U.S. Air Force contract as we continued to see delays in resolving the ongoing dispute on the contract and saw a reduction in our overall Aviation reporting unit forecast. We concluded that the decline in performance represented a triggering event within the Aviation reporting unit in DynAviation and a step one assessment was performed to identify any potential goodwill impairment. The results of the step one test indicated the carrying value of the Aviation reporting unit was greater than the fair value. We performed step two of the impairment test and determined that the goodwill at the Aviation reporting unit was partially impaired. As a result, a non-cash impairment charge of approximately $50.8 million was recorded during the three months ended September 26, 2014. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations. We continue to monitor the performance of this reporting unit and any further declines in performance within this reporting unit in the future could result in a new triggering event and an additional goodwill impairment.

During our annual goodwill impairment test as of October of 2014, and as a result of continued declines in performance we noted further changes to our assumptions and projections for the Aviation reporting unit. This reporting unit failed the step one of our annual goodwill impairment test. We performed a step two impairment test and determined the implied fair value of the reporting unit was lower than the carrying value, resulting in a non-cash impairment charge of $11.4 million. The impairment charge has been presented within the Impairment of goodwill, intangibles and other long lived assets in the consolidated statement of operations. We continue to monitor the performance of this reporting unit and any further declines in performance within this reporting unit in the future could result in a new triggering event and an additional goodwill impairment.

In January 2015, the DoS issued a letter notifying us that our proposal on the recompete related to the INL contract within the Air Wing reporting unit was outside of the competitive range and would not be considered further for award. We requested and received a pre-award debriefing of the DoS' evaluation. We filed a protest with the U.S. Government Accountability Office ("GAO") to challenge the decision by the DoS. In response to our protest, the DoS notified the GAO that it will take corrective action which will include a reconsideration of its proposal evaluations, and a determination of whether discussions are necessary and, if so, it will make a new competitive range decision. The evaluation process is still underway and DoS has yet to award any part of the contract recompete. Pre-award protests occur within our industry frequently and during this process we are committed to continue to support and serve the DoS through our current contract which we believe will be extended during this procurement process. As a result of events described above, our annual goodwill impairment test for the Air Wing reporting unit failed step one of the impairment test indicating the carrying value of the reporting unit was more than the fair value. We performed step two of the impairment test (including an assessment of our customer related intangibles further discussed below) and determined that the goodwill at the reporting unit was impaired. As a result, a non-cash impairment charge of $12.0 million was recorded during the fourth quarter of 2014 to fully impair the carrying value of the Air Wing reporting unit goodwill. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations.

Our annual goodwill impairment test concluded that the estimated fair values of each of our remaining reporting units substantially exceeded their respective carrying values. The projections for these reporting units include significant estimates related to new business opportunities which are the basis for the discount rate assumptions currently applied and we have assessed this risk as one of the variables in establishing the discount rate. If we are unsuccessful in obtaining these opportunities in 2015, a triggering event could be identified and a step one assessment would be performed to identify any possible goodwill impairment in the period in which the event is identified.

The fair value of the reporting units and the assets and liabilities identified in the impairment test were determined using the combination of the income approach and the market approach, which are Level 3 and Level 2 inputs, respectively. See Note 10 for further discussion of fair value. In calculating the fair value of the NSS, LSS, Air Wing and Aviation reporting units, we used unobservable inputs and management judgment which are Level 3 fair value measurements. We used the following estimates and assumptions in the discounted cash flow analysis:

• terminal value growth rates based on real rates of growth and inflationary growth;

• terminal earnings before interest, taxes, depreciation and amortization ("EBITDA") margins, as a percentage of revenue reflecting forecasted EBITDA margins;

• discount rates based on weighted-average cost of capital; and

• assumptions regarding future capital expenditures.

The market approach analysis utilized observable level 2 inputs as it considered the inputs of other comparable companies.

The carrying amount of goodwill, by segment, was as follows:

(Amounts in thousands)	DynAviation			DynLogistics			Total
Balance as of December 31, 2012	$	442,393		$	161,659		$	604,052
Impairment of goodwill	(281,461		)	(28,824		)	(310,285		)
Balance as of December 31, 2013	160,932			132,835			293,767
Impairment of goodwill	(74,137		)	(90,742		)	(164,879		)
Balance as of December 31, 2014	$	86,795		$	42,093		$	128,888

As a result of the triggering event identified within the DoS contract subsequent to year end, we also identified a triggering event with respect to the DoS customer-relationship intangibles (“CRI”). We performed an impairment test at the individual asset level and noted that the carrying amount of the CRI exceeded the anticipated undiscounted cash flows associated with the use and/or disposition of the asset. As a result, we recorded a non-cash impairment charge of $33.4 million during the fourth quarter of 2014 to partially impair the carrying value of the DoS CRI. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations. The CRI impairment amount was factored into the step two goodwill impairment tests discussed above. The new cost basis of the CRI will be amortized over the remaining useful life of the asset.

Further, as a part of our annual impairment test of indefinite-lived intangible assets, we noted that the estimated fair value of the indefinite-lived tradename was less than the carrying value. As a result, a $14.5 million non-cash impairment charge was recorded during the fourth quarter of 2014 to partially impair the carrying value of the indefinite-lived tradename. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations. Fair values are calculated for trademarks using a "relief from royalty" method, which estimates the fair value of a trademark by determining the present value of estimated royalty payments that are avoided as a result of owning the trademark. This method includes judgmental assumptions about revenue growth, an appropriate royalty rate, and discount rates that have a significant impact on the fair value and are substantially consistent with the assumptions used to determine the fair value of our reporting units discussed above.

The following tables provide information about changes relating to certain intangible assets:

	December 31, 2014
(Amounts in thousands, except years)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Impairment			Net
Other intangible assets:
Customer-related intangible assets	4.6	$	350,912	$	(178,126	)	$	(33,388	)	$	139,398
Other
Finite-lived	4.8	15,418		(10,395		)	—			5,023
Indefinite-lived		5,059		—			—			5,059
Total other intangibles		$	371,389	$	(188,521	)	$	(33,388	)	$	149,480
Tradenames:
Finite-lived	0.4	$	869	$	(807	)	$	—		$	62
Indefinite-lived		43,222		—			(14,522		)	28,700
Total tradenames		$	44,091	$	(807	)	$	(14,522	)	$	28,762

	December 31, 2013
(Amounts in thousands, except years)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Impairment		Net
Other intangible assets:
Customer-related intangible assets	5.6	$	350,912	$	(138,623	)	$	—	$	212,289
Other
Finite-lived	6.3	22,042		(14,151		)	—		7,891
Indefinite-lived		5,059		—			—		5,059
Total other intangibles		$	378,013	$	(152,774	)	$	—	$	225,239
Tradenames:
Finite-lived	1.4	$	869	$	(627	)	$	—	$	242
Indefinite-lived		43,222		—			—		43,222
Total tradenames		$	44,091	$	(627	)	$	—	$	43,464

Amortization expense for customer-related and other intangibles was $44.0 million, $44.3 million and $46.1 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Other intangibles is primarily representative of our capitalized software which had a net carrying value of $5.0 million and $7.9 million as of December 31, 2014 and December 31, 2013, respectively.

The following table outlines an estimate of future amortization based upon the finite-lived intangible assets owned at December 31, 2014:

	Amortization Expense (1)
Estimate for calendar year 2015	32,264
Estimate for calendar year 2016	29,465
Estimate for calendar year 2017	26,880
Estimate for calendar year 2018	23,908
Estimate for calendar year 2019	21,463
Thereafter	10,503

(1)The future amortization is inclusive of the finite lived intangible-assets and finite-lived tradename.

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Income Taxes (Details 4)	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Income Tax Disclosure [Abstract]
Statutory rate	35.00%		35.00%		35.00%
State income tax, less effect of federal deduction	0.00%		0.10%		4.90%
Noncontrolling interests	0.30%		0.50%		(16.10%)
Goodwill impairment	(11.20%)	[1]	(22.60%)	[1]	70.60%	[1]
Uncertain tax positions	0.10%		(0.10%)		13.70%
Nondeductible expenses	(0.80%)		(0.40%)		9.00%
Penalties	0.00%		0.00%		5.80%
Valuation allowance	(16.20%)		0.00%		0.00%
Other	(0.10%)		0.60%		3.80%
Effective tax rate	7.10%		13.10%		126.70%

[1] Includes non-cash impairment charges to goodwill associated with our DynAviation and DynLogistics segments for years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. See Note 3 for further discussion.

XML

Related Parties, Joint Ventures and Variable Interest Entities (Details Textual) (USD $)	12 Months Ended			1 Months Ended			0 Months Ended
	Dec. 31, 2014 executive	Dec. 31, 2013	Dec. 31, 2012	Mar. 31, 2006 partner	Aug. 31, 2010 partner	Feb. 28, 2014	Jan. 18, 2013 partner	Feb. 28, 2012	Oct. 31, 2011
Related Parties, Joint Ventures and Variable Interest Entities (Textual) [Abstract]
Cerberus Consulting fees	$ 4,900,000	$ 4,600,000	$ 3,300,000
Number of Executives on Advisory Board	3
Administrative fees expense	1,300,000
Receivables due from related parties	1,500,000	2,300,000
Receivables from unconsolidated joint ventures totaled	3,900,000	8,600,000	4,200,000
Earnings from equity method investees	10,077,000	4,570,000	825,000
Revenue	2,252,309,000	3,287,184,000	4,044,275,000
Operating income	(219,946,000)	(206,780,000)	95,883,000
Aggregate initial value of promissory note from Palm	9,200,000
Outstanding balance of loan	2,900,000	3,500,000
Investment in affiliates	8,191,000	13,477,000
Contingency Response LLC [Member]
Related Parties, Joint Ventures and Variable Interest Entities (Textual) [Abstract]
Number of partners				2
Global Response Services LLC [Member]
Related Parties, Joint Ventures and Variable Interest Entities (Textual) [Abstract]
Number of partners					1
Variable Interest Entity ownership percentage	51.00%
GLS [Member]
Related Parties, Joint Ventures and Variable Interest Entities (Textual) [Abstract]
Variable Interest Entity ownership percentage		51.00%
Earnings from equity method investees	9,600,000
Revenue	20,500,000	21,800,000	61,100,000
Operating income	(6,000,000)	(3,600,000)	3,300,000
Dividends paid to parent	18,800,000
Amount of Form 1 issued by DCAA									95,900,000
Amount of second Form 1 issued by DCAA								102,000,000
Loss contingency, outstanding invoices withheld, amount						300,000
Loss contingency, submitted invoices after settlement, amount						19,100,000
Partnership for Temporary Housing LLC [Member]
Related Parties, Joint Ventures and Variable Interest Entities (Textual) [Abstract]
Number of partners							2
Variable Interest Entity ownership percentage	30.00%						30.00%
Global Linguist Solutions LLC [Member]
Related Parties, Joint Ventures and Variable Interest Entities (Textual) [Abstract]
Variable Interest Entity ownership percentage	51.00%
DynCorp International FZ-LLC [Member]
Related Parties, Joint Ventures and Variable Interest Entities (Textual) [Abstract]
Vested ownership percentage		25.00%
Revenue	297,700,000	414,400,000	510,100,000
Includes operationally integral and non-integral income [Member]
Related Parties, Joint Ventures and Variable Interest Entities (Textual) [Abstract]
Earnings from equity method investees	$ 12,400,000	$ 3,700,000	$ 4,800,000

XML

Commitments and Contingencies (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Summary of Minimum fixed rentals non-cancelable under operating leases
2015	$ 30,515	[1]
2016	15,225
2017	12,474
2018	9,060
2019	4,225
Thereafter	13,911
Total	85,410
Real Estate [Member]
Summary of Minimum fixed rentals non-cancelable under operating leases
2015	24,698	[1]
2016	11,839
2017	10,041
2018	9,060
2019	4,225
Thereafter	13,911
Total	73,774
Equipment [Member]
Summary of Minimum fixed rentals non-cancelable under operating leases
2015	5,817	[1]
2016	3,386
2017	2,433
2018	0
2019	0
Thereafter	0
Total	$ 11,636

[1] The minimum lease table above excludes agreements of one year or less in duration. These leases are accounted for in our rent expense, however, because of the short tenure of the lease, these are not reflected in the table above.

XML

Composition of Certain Financial Statement Captions (Tables)

12 Months Ended

Dec. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Prepaid expenses and other current assets

Prepaid expenses and other current assets were:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Prepaid expenses	$	30,821	$	29,611
Income tax refunds receivable	655		7,334
Inventories	25,198		27,008
Aircraft parts inventory held on consignment	2,278		2,404
Work-in-process inventory, net	5,772		28,444
Joint venture receivables	1,497		2,251
Assets held for sale	—		3,017
Other current assets	7,979		24,441
Total prepaid expenses and other current assets	$	74,200	$	124,510

Property and equipment, net

Property and equipment, net were:

	As of
	December 31, 2014			December 31, 2013
(Amounts in thousands)
Helicopters	$	7,108		$	4,007
Computers and other equipment	11,061			14,258
Leasehold improvements	19,055			17,585
Office furniture and fixtures	4,203			3,006
Gross property and equipment	41,427			38,856
Less accumulated depreciation	(17,641		)	(14,736		)
Total property and equipment, net	$	23,786		$	24,120

Other assets, net

Other assets, net were:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Deferred financing costs, net	$	11,775	$	17,526
Investment in affiliates	8,191		13,477
Palm promissory notes, long-term portion	2,853		2,731
Other	4,697		5,447
Total other assets, net	$	27,516	$	39,181

Accrued payroll and employee costs

Accrued payroll and employee costs were:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Wages, compensation and other benefits	$	74,416	$	93,007
Accrued vacation	18,889		20,383
Accrued contributions to employee benefit plans	402		944
Total accrued payroll and employee costs	$	93,707	$	114,334

Accrued liabilities

Accrued liabilities were:

	As of
	December 31, 2014		December 31, 2013
(Amounts in thousands)
Customer liability	$	22,635	$	61,856
Accrued insurance	20,551		40,120
Accrued interest	24,250		24,641
Unrecognized tax benefit	7,999		10,132
Contract losses	27,864		13,738
Legal reserves	8,657		14,147
Subcontractor retention	1,761		4,300
Financed insurance	2,055		6,162
Other	14,254		25,437
Total accrued liabilities	$	130,026	$	200,533

XML

Equity (Details 3)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Non-vested shares at beginning of period (in shares)	2,123	0
Shares granted (in shares)	4,339	3,144
Shares vested (in shares)	(3,646)	(1,021)
Shares forfeited (in shares)	(1,582)	0
Non-vested shares at end of period (in shares)	1,234	2,123

XML

Consolidating Financial Statements of Subsidiary Guarantors (Tables)

12 Months Ended

Dec. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed Consolidating Statement of Operations Information

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	2,268,349		$	315,551		$	(331,591	)	$	2,252,309
Cost of services	—			—			(2,092,339		)	(312,110		)	331,584			(2,072,865		)
Selling, general and administrative expenses	—			—			(146,623		)	(265		)	7			(146,881		)
Depreciation and amortization expense	—			—			(47,979		)	(603		)	—			(48,582		)
Earnings from equity method investees	—			—			489			9,588			—			10,077
Impairment of goodwill, intangibles and long lived assets	—			—			(214,004		)	—			—			(214,004		)
Operating income	—			—			(232,107		)	12,161			—			(219,946		)
Interest expense	—			(68,221		)	(2,562		)	—			—			(70,783		)
Loss on early extinguishment of debt	—			(1,362		)	—			—			—			(1,362		)
Interest income	—			—			198			23			—			221
Equity in (loss) income of consolidated subsidiaries	(269,780		)	(224,551		)	10,174			—			484,157			—
Other income, net	—			—			3,736			(56		)	—			3,680
(Loss) income before income taxes	(269,780		)	(294,134		)	(220,561		)	12,128			484,157			(288,190		)
Benefit (provision) for income taxes	—			24,354			(3,990		)	206			—			20,570
Net (loss) income	(269,780		)	(269,780		)	(224,551		)	12,334			484,157			(267,620		)
Noncontrolling interest	—			—			—			(2,160		)	—			(2,160		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	$	(269,780	)	$	(269,780	)	$	(224,551	)	$	10,174		$	484,157		$	(269,780	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	3,298,767		$	445,144		$	(456,727	)	$	3,287,184
Cost of services	—			—			(3,006,723		)	(437,375		)	456,845			(2,987,253		)
Selling, general and administrative expenses	—			—			(148,962		)	(845		)	(118		)	(149,925		)
Depreciation and amortization expense	—			—			(48,028		)	(600		)	—			(48,628		)
Earnings from equity method investees	—			—			1,510			3,060			—			4,570
Impairment of goodwill, intangibles and long lived assets	—			—			(312,728		)	—			—			(312,728		)
Operating (loss) income	—			—			(216,164		)	9,384			—			(206,780		)
Interest expense	—			(75,001		)	(3,825		)	—			—			(78,826		)
Loss on early extinguishment of debt	—			(703		)	—			—			—			(703		)
Interest income	—			—			130			27			—			157
Equity in (loss) income of consolidated subsidiaries	(253,736		)	(204,678		)	5,097			—			453,317			—
Other (loss) income, net	—			—			(998		)	188			—			(810		)
(Loss) income before income taxes	(253,736		)	(280,382		)	(215,760		)	9,599			453,317			(286,962		)
Benefit (provision) for income taxes	—			26,646			11,082			(267		)	—			37,461
Net (loss) income	(253,736		)	(253,736		)	(204,678		)	9,332			453,317			(249,501		)
Noncontrolling interest	—			—			—			(4,235		)	—			(4,235		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	$	(253,736	)	$	(253,736	)	$	(204,678	)	$	5,097		$	453,317		$	(253,736	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2012

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	4,077,449		$	538,118		$	(571,292	)	$	4,044,275
Cost of services	—			—			(3,743,400		)	(514,653		)	559,121			(3,698,932		)
Selling, general and administrative expenses	—			—			(149,236		)	(12,297		)	12,171			(149,362		)
Depreciation and amortization expense	—			—			(49,658		)	(602		)	—			(50,260		)
Earnings from equity method investees	—			—			825			—			—			825
Impairment of goodwill	—			—			(44,594		)	—			—			(44,594		)
Impairment of intangibles	—			—			(6,069		)	—			—			(6,069		)
Operating income	—			—			85,317			10,566			—			95,883
Interest expense	—			(80,078		)	(6,194		)	—			—			(86,272		)
Loss on early extinguishment of debt	—			(2,094		)	—			—			—			(2,094		)
Interest income	—			—			108			9			—			117
Equity in (loss) income of consolidated subsidiaries	(8,937		)	(16,604		)	4,050			—			21,491			—
Other income (loss), net	—			—			4,814			(142		)	—			4,672
(Loss) income before income taxes	(8,937		)	(98,776		)	88,095			10,433			21,491			12,306
Benefit (provision) for income taxes	—			89,839			(104,699		)	(738		)	—			(15,598		)
Net (loss) income	(8,937		)	(8,937		)	(16,604		)	9,695			21,491			(3,292		)
Noncontrolling interest	—			—			—			(5,645		)	—			(5,645		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	$	(8,937	)	$	(8,937	)	$	(16,604	)	$	4,050		$	21,491		$	(8,937	)

Schedule of Condensed Statement of Comprehensive Income

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Income

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(269,780	)	$	(269,780	)	$	(224,551	)	$	12,334		$	484,157		$	(267,620	)
Other comprehensive income:
Currency translation adjustment	(131		)	(131		)	—			(131		)	262			(131		)
Other comprehensive income, before tax	(131		)	(131		)	—			(131		)	262			(131		)
Income tax expense related to items of other comprehensive income	47			47			—			47			(94		)	47
Other comprehensive loss	(84		)	(84		)	—			(84		)	168			(84		)
Comprehensive (loss) income	(269,864		)	(269,864		)	(224,551		)	12,250			484,325			(267,704		)
Noncontrolling interest	—			—			—			(2,160		)	—			(2,160		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(269,864	)	$	(269,864	)	$	(224,551	)	$	10,090		$	484,325		$	(269,864	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Income

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(253,736	)	$	(253,736	)	$	(204,678	)	$	9,332		$	453,317		$	(249,501	)
Other comprehensive income:
Currency translation adjustment	(437		)	(437		)	(242		)	(195		)	874			(437		)
Other comprehensive income, before tax	(437		)	(437		)	(242		)	(195		)	874			(437		)
Income tax expense related to items of other comprehensive income	157			157			86			70			(313		)	157
Other comprehensive income	(280		)	(280		)	(156		)	(125		)	561			(280		)
Comprehensive (loss) income	(254,016		)	(254,016		)	(204,834		)	9,207			453,878			(249,781		)
Noncontrolling interest	—			—			—			(4,235		)	—			(4,235		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(254,016	)	$	(254,016	)	$	(204,834	)	$	4,972		$	453,878		$	(254,016	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Income

For the year ended December 31, 2012

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(8,937	)	$	(8,937	)	$	(16,604	)	$	9,695		$	21,491		$	(3,292	)
Other comprehensive income:
Currency translation adjustment	225			225			123			102			(450		)	225
Other comprehensive income, before tax	225			225			123			102			(450		)	225
Income tax expense related to items of other comprehensive income	(83		)	(83		)	(45		)	(38		)	166			(83		)
Other comprehensive income	142			142			78			64			(284		)	142
Comprehensive (loss) income	(8,795		)	(8,795		)	(16,526		)	9,759			21,207			(3,150		)
Noncontrolling interest	—			—			—			(5,645		)	—			(5,645		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(8,795	)	$	(8,795	)	$	(16,526	)	$	4,114		$	21,207		$	(8,795	)

Condensed Consolidating Balance Sheet Information

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Balance Sheet Information

December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors		SubsidiaryNon-Guarantors		Eliminations			Consolidated
	ASSETS
Current assets:
Cash and cash equivalents	$	—		$	—		$	87,300	$	6,704	$	—		$	94,004
Restricted cash	—			—			707		—		—			707
Accounts receivable, net	—			—			452,938		719		(5,161		)	448,496
Intercompany receivables	—			—			234,109		28,231		(262,340		)	—
Prepaid expenses and other current assets	—			—			73,456		1,217		(473		)	74,200
Deferred taxes	—			—			—		—		—			—
Total current assets	—			—			848,510		36,871		(267,974		)	617,407
Long-term restricted cash	—			—			952		—		—			952
Property and equipment, net	—			—			23,615		171		—			23,786
Goodwill	—			—			96,489		32,399		—			128,888
Tradenames, net	—			—			28,762		—		—			28,762
Other intangibles, net	—			—			148,825		655		—			149,480
Investment in subsidiaries	—			805,417			55,087		—		(860,504		)	—
Long-term deferred taxes	—			—			5,696		—		—			5,696
Other assets, net	558			11,775			15,183		—		—			27,516
Total assets	$	558		$	817,192		$	1,223,119	$	70,096	$	(1,128,478	)	$	982,487
	LIABILITIES & EQUITY
Current liabilities:
Accounts payable	$	—		$	—		$	146,016	$	1,253	$	(723	)	$	146,546
Accrued payroll and employee costs	—			—			84,725		13,296		(4,314		)	93,707
Intercompany payables	45,643			188,466			28,231		—		(262,340		)	—
Deferred income taxes	—			—			31,453		24		—			31,477
Other accrued liabilities	37,681			24,135			105,404		436		(37,630		)	130,026
Income taxes payable	—			—			5,072		—		(648		)	4,424
Total current liabilities	83,324			212,601			400,901		15,009		(305,655		)	406,180
Long-term debt, less current portion	—			642,272			—		—		—			642,272
Long-term deferred taxes	—			—			—		—		—			—
Other long-term liabilities	—			—			11,312		—		—			11,312
Noncontrolling interests	—			—			5,489		—		—			5,489
(Deficit) equity	(82,766		)	(37,681		)	805,417		55,087		(822,823		)	(82,766		)
Total liabilities and equity	$	558		$	817,192		$	1,223,119	$	70,096	$	(1,128,478	)	$	982,487

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Balance Sheet Information

December 31, 2013

(Amounts in thousands)	Parent		Subsidiary Issuer		SubsidiaryGuarantors		SubsidiaryNon-Guarantors		Eliminations			Consolidated
	ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—	$	144,025	$	26,820	$	—		$	170,845
Restricted cash	—		—		1,659		—		—			1,659
Accounts receivable, net	—		—		596,901		1,990		(21,755		)	577,136
Intercompany receivables	—		—		173,987		7,857		(181,844		)	—
Prepaid expenses and other current assets	—		—		123,761		456		293			124,510
Total current assets	—		—		1,040,333		37,123		(203,306		)	874,150
Property and equipment, net	—		—		23,797		323		—			24,120
Goodwill	—		—		261,367		32,400		—			293,767
Tradenames, net	—		—		43,464		—		—			43,464
Other intangibles, net	—		—		224,152		1,087		—			225,239
Investment in subsidiaries	228,870		1,095,853		45,383		—		(1,370,106		)	—
Other assets, net	891		17,525		20,765		—		—			39,181
Total assets	$	229,761	$	1,113,378	$	1,659,261	$	70,933	$	(1,573,412	)	$	1,499,921
	LIABILITIES & EQUITY
Current liabilities:
Accounts payable	$	—	$	—	$	192,456	$	2,243	$	(1,553	)	$	193,146
Accrued payroll and employee costs	—		—		111,547		22,770		(19,983		)	114,334
Intercompany payables	45,976		128,011		7,857		—		(181,844		)	—
Deferred income taxes	—		—		30,960		5		—			30,965
Other accrued liabilities	—		24,225		175,796		438		74			200,533
Income taxes payable	—		—		13,926		94		—			14,020
Total current liabilities	45,976		152,236		532,542		25,550		(203,306		)	552,998
Long-term debt, less current portion	—		732,272		—		—		—			732,272
Long-term deferred taxes	—		—		17,359		—		—			17,359
Other long-term liabilities	—		—		7,632		—		—			7,632
Noncontrolling interests	—		—		5,875		—		—			5,875
Equity	183,785		228,870		1,095,853		45,383		(1,370,106		)	183,785
Total liabilities and equity	$	229,761	$	1,113,378	$	1,659,261	$	70,933	$	(1,573,412	)	$	1,499,921

Condensed Consolidating Statement of Cash Flow Information

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	333		$	29,545		$	(6,454	)	$	3,650		$	(1,697	)	25,377
Cash flows from investing activities:
Purchase of property and equipment, net	—			—			(8,712		)	—			—			(8,712		)
Proceeds from sale of property and equipment	—			—			44			—			—			44
Purchase of software	—			—			(1,631		)	—			—			(1,631		)
Return of capital from equity method investees	—			—			5,625			—			—			5,625
Contributions to equity method investees	—			—			—			—			—			—
Net Transfer (to) from affiliates	—			—			(60,122		)	(20,372		)	80,494			—
Net cash used in investing activities	—			—			(64,796		)	(20,372		)	80,494			(4,674		)
Cash flows from financing activities:
Borrowings on long-term debt	—			118,000			—			—			—			118,000
Payments on long-term debt	—			(208,000		)	—			—			—			(208,000		)
Payments of deferred financing cost	—			—			(1,740		)	—			—			(1,740		)
Borrowings related to financed insurance	—			—			20,214			—			—			20,214
Payments related to financed insurance	—			—			(24,321		)	—			—			(24,321		)
Payments of dividends to Parent	—			—			—			(3,394		)	1,697			(1,697		)
Transfers (to) from affiliates	(333		)	60,455			20,372			—			(80,494		)	—
Net cash (used in) provided by financing activities	(333		)	(29,545		)	14,525			(3,394		)	(78,797		)	(97,544		)
Net increase in cash and cash equivalents	—			—			(56,725		)	(20,116		)	—			(76,841		)
Cash and cash equivalents, beginning of period	—			—			144,025			26,820			—			170,845
Cash and cash equivalents, end of period	$	—		$	—		$	87,300		$	6,704		$	—		$	94,004

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	461		$	30,040		$	101,590		$	9,793		$	(4,382	)	$	137,502
Cash flows from investing activities:
Purchase of property and equipment, net	—			—			(7,604		)	(24		)	—			(7,628		)
Proceeds from sale of property and equipment	—			—			182			—			—			182
Purchase of software	—			—			(2,718		)	—			—			(2,718		)
Return of capital from equity method investees	—			—			2,223			—			—			2,223
Contributions to equity method investees	—			—			(30		)	—			—			(30		)
Net Transfer (to) from affiliates	—			—			(9,939		)	(7,857		)	17,796			—
Net cash used in investing activities	—			—			(17,886		)	(7,881		)	17,796			(7,971		)
Cash flows from financing activities:
Borrowings on long-term debt	—			745,900			—			—			—			745,900
Payments on long-term debt	—			(796,537		)	—			—			—			(796,537		)
Payments of deferred financing cost	—			—			(2,139		)	—			—			(2,139		)
Borrowings related to financed insurance	—			—			9,431			—			—			9,431
Payments related to financed insurance	—			—			(29,734		)	—			—			(29,734		)
Payments of dividends to Parent	—			—			—			(8,764		)	4,382			(4,382		)
Transfers (to) from affiliates	(461		)	20,597			7,856			(10,196		)	(17,796		)	—
Net cash (used in) provided by financing activities	(461		)	(30,040		)	(14,586		)	(18,960		)	(13,414		)	(77,461		)
Net increase in cash and cash equivalents	—			—			69,118			(17,048		)	—			52,070
Cash and cash equivalents, beginning of period	—			—			74,907			43,868			—			118,775
Cash and cash equivalents, end of period	$	—		$	—		$	144,025		$	26,820		$	—		$	170,845

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2012

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	664		$	103,223		$	29,660		$	13,309		$	(2,666	)	$	144,190
Cash flows from investing activities:
Purchase of property and equipment, net	—			—			(5,467		)	(61		)	—			(5,528		)
Proceeds from sale of property and equipment	—			—			25			—			—			25
Cash paid for acquisition, net of cash acquired	—			—			(11,746		)	—			—			(11,746		)
Purchase of software	—			—			(2,590		)	—			—			(2,590		)
Return of capital from equity method investees	—			—			9,154			—			—			9,154
Contributions to equity method investees	—			—			(1,478		)	—			—			(1,478		)
Net Transfer from (to) affiliates	—			—			12,159			9,196			(21,355		)	—
Net cash used in investing activities	—			—			57			9,135			(21,355		)	(12,163		)
Cash flows from financing activities:
Borrowings on long-term debt	—			325,000			—			—			—			325,000
Payments on long-term debt	—			(415,000		)	—			—			—			(415,000		)
Borrowings related to financed insurance	—			—			62,580			—			—			62,580
Payments related to financed insurance	—			—			(53,918		)	—			—			(53,918		)
Payments of dividends to Parent	—			—			—			(4,785		)	2,666			(2,119		)
Transfers (to) from affiliates	(664		)	(13,223		)	(9,196		)	1,728			21,355			—
Net cash (used in) provided by financing activities	(664		)	(103,223		)	(534		)	(3,057		)	24,021			(83,457		)
Net increase in cash and cash equivalents	—			—			29,183			19,387			—			48,570
Cash and cash equivalents, beginning of period	—			—			45,724			24,481			—			70,205
Cash and cash equivalents, end of period	$	—		$	—		$	74,907		$	43,868		$	—		$	118,775

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Collaborative Arrangements

12 Months Ended

Dec. 31, 2014

Collaborative Arrangements [Abstract]

Collaborative Arrangements

Collaborative Arrangements

We participate in a collaborative arrangement with CH2M Hill on the Logistics Civil Augmentation Program IV ("LOGCAP IV") program. The arrangement sets forth the sharing of some of the risks and rewards associated with this U.S. government contract. Our current share of profits of the LOGCAP IV program is 70%.

We account for this collaborative arrangement under ASC 808 — Collaborative Arrangements and record revenue gross as the prime contractor. The cash inflows and outflows, as well as expenses incurred, are recorded in Cost of services in the period realized.

Revenue on LOGCAP IV was $561.9 million, $1,210.4 million, and $1,771.9 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Cost of services on LOGCAP IV was $526.9 million, $1,120.5 million, and $1,652.2 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Our share of the total LOGCAP IV profits was $2.1 million, $37.0 million, and $64.1 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively.