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- S-4/A Registration of securities issued in business combination transactions
- 1.1 Purchase Agreement, Dated As of December 12, 2004
- 1.2 First Amendment to Purchase Agreement, Dated As of Feburary 11, 2005
- 3.1 Certificate of Formation of Dyncorp International LLC
- 3.2 Amended and Restated Operating Agreement of Dyncorp International LLC
- 3.3 Certificate of Incorporation of Div Capital Corporation
- 3.4 Bylaws of Div Capital Corporation
- 3.5 Certificate of Formation of Di Finance Sub LLC
- 3.6 Limited Liability Complany Agreement of Di Finance Sub LLC
- 3.7 Certification of Formation of Vcdi Holding LLC
- 3.8 Limited Liability Company Operating Agreement of Vcdi Holding LLC
- 3.9 Certificate of Formation of Div Holding LLC
- 3.10 Amended and Restated Limited Liability Company Operating Agreement
- 3.11 Certificate of Formation of DTS Aviation Services LLC
- 3.12 Limited Liability Company Operating Agreement of DTS Aviation Services LLC
- 3.13 Certificate of Formation of Dyncorp Aerospace Operations LLC
- 3.14 Limited Liability Company Agreement of Dyncorp Aerospace Operations LLC
- 3.15 Certificate of Formation of Dyncorp International of Nigeria LLC
- 3.16 Limited Liability Company Agreement of Dyncorp International of Nigeria LLC
- 3.17 Articles of Organization of Dyncorp International Services LLC
- 3.18 Limited Liability Company Agreement of Dyncorp International Services LLC
- 3.19 Articles of Organization-conversion of Dyn Marine Services LLC
- 3.20 Limited Liabiity Company Agreement of Dyn Marine Services LLC
- 3.21 Articles of Organization of Dyn Marine Services of Virginia LLC
- 3.22 Limited Liability Company Agreement of Dyn Marine Services of Virginia
- 3.23 Certificate of Formation of Services International Limited
- 3.24 Limited Liability Company Agreement of Services International Limited
- 3.25 Certificate of Formation of Worldwide Humanitarian Services LLC
- 3.26 Amended and Restated Limited Liability Company Agreement
- 4.1 Indenture Dated Feburary 11, 2005
- 4.2 Supplemental Indenture Dated May 6, 2005
- 4.4 Exchange and Registration Rights Agreement, Dated Feburary 11, 2005
- 5.1 Opinion of Schulte Roth & Zabel LLP
- 10.1 Securities Purchase Agreement, Dated As of Feburary 1, 2005
- 10.2 Credit and Guaranty Agreement , Dated As of Feburary 11, 2005
- 10.3 Pledge and Security Agreement , Dated As of Feburary 11, 2005
- 10.4 Revolving Loan Note , Issued by Dyncorp International LLC
- 12.1 Statement Re: Computation of Ratios
- 21.1 List of Subsidiaries of Dyncorp International
- 23.1 Consent of Deloitte & Touche LLP
- 25.1 Statement of Eligibility and Qualification on Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- CORRESP Corresp
- COVER Cover
Exhibit 3.3
CERTIFICATE OF INCORPORATION
of
DIV CAPITAL CORPORATION
(Pursuant to Section 102 of the General
Corporation Law of the State of Delaware)
THE UNDERSIGNED, desiring to form a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware (the “GCL”), hereby certifies as follows:
FIRST: The name of the corporation is: DIV CAPITAL CORPORATION. (the “Corporation”).
SECOND: The address of the registered office of the Corporation in the State of Delaware is 615 South Dupont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent of the Corporation at such address is National Corporate Research, Ltd.
THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation are to engage in, promote, and carry on any lawful act or activity for which corporations may be organized under the GCL.
FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is 1,000 shares of Common Stock. The par value of said shares shall be $0.01 per share.
FIFTH: The name and mailing address of the sole incorporator of the Corporation is Christian H. Mittweg, Esq., c/o Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022.
SIXTH: The board of directors of the Corporation shall have the power to adopt, amend or repeal the Bylaws of the Corporation at any meeting at which a quorum is present by the affirmative vote of a majority of the whole board of directors. Election of directors need not be by written ballot. Any director may be removed at any time with or without cause, and the vacancy resulting from such removal shall be filled, by vote of a majority of the stockholders of the Corporation at a meeting called for that purpose or by unanimous consent in writing of the stockholders.
SEVENTH: To the fullest extent permitted by law, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
THE UNDERSIGNED has executed this Certificate of Incorporation this 10th day of January, 2004.
/s/ Christian H. Mittweg |
Christian H. Mittweg |
Sole Incorporator |