As filed with the Securities and Exchange Commission on January 8, 2009
Registration No. 333-156317
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DYNCORP INTERNATIONAL LLC
(Exact name of registrant as specified in Its Charter)
| | | | | |
Delaware | | 7389 | | 52-2287126 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Bankruptcy Code Number) | | (I.R.S. Employer
Identification Number) |
| | | |
Co-Registrants
See Next Page
c/o DynCorp
International LLC
3190 Fairview Park Drive
Suite 700
Falls Church, Virginia 22042
(571) 722-0210
(Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices) | | Curtis L. Schehr
General Counsel
3190 Fairview Park Drive
Suite 700
Falls Church, Virginia 22042
(571) 722-0210
(Name, Address, Including Zip Code,
and Telephone Number, Including
Area Code, of Agent For Service) |
Copies to:
Michael R. Littenberg, Esq.
Benjamin M. Polk, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
Ph:(212) 756-2000
Fax:(212) 593-5955
Approximate Date of Commencement of Proposed Offer to the Public: As soon as practicable after this registration statement becomes effective.
If the securities being registered are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering: o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act. (Check one):
| | | | | | | |
Large accelerated filer o | | Accelerated filer þ | | Non-accelerated filer o
(Do not check if a smaller reporting company) | | Smaller reporting company o |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Co-Registrants
| | | | | | | |
| | | State or Other
| | Primary Standard
| | I.R.S.
|
| | | Jurisdiction of
| | Industrial
| | Employer
|
| | | Incorporation or
| | Classification Code
| | Identification
|
Exact Name of Co-Registrant as Specified in Its Charter | | Organization | | Number | | Number |
| |
| DIV Capital Corporation (Co-Issuer) | | Delaware | | 6719 | | 72-1591534 |
| DTS Aviation Services LLC (Guarantor) | | Nevada | | 4581 | | 43-2053132 |
| DynCorp Aerospace Operations LLC (Guarantor) | | Delaware | | 4581 | | 54-1696542 |
| DynCorp International Services LLC (Guarantor) | | Virginia | | 7389 | | 54-1108455 |
| Dyn Marine Services LLC (Guarantor) | | California | | 8744 | | 62-1221029 |
| Dyn Marine Services of Virginia LLC (Guarantor) | | Virginia | | 8744 | | 54-1741786 |
| Global Linguist Solutions LLC (Guarantor) | | Delaware | | 7389 | | 20-5268575 |
| Services International LLC (Guarantor) | | Delaware | | 7389 | | 41-2030325 |
| Worldwide Humanitarian Services LLC (Guarantor) | | Delaware | | 7389 | | 52-2314506 |
| Worldwide Recruiting and Staffing Services LLC (Guarantor) | | Delaware | | 8741 | | 68-0606520 |
EXPLANATORY NOTE
This Amendment No. 1 is filed solely to provide a revised Exhibit 5.1 and Exhibit 99.1 to the Registration Statement. No other changes have been made.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| |
| Item 21. | Exhibits and Financial Statement Schedules. |
| | | | | | | |
Exhibit
| | | | |
Number | | Description | | |
| |
| | 3 | .1 | | Certificate of Formation of DynCorp International LLC | | (A) |
| | 3 | .2 | | Amended and Restated Operating Agreement of DynCorp International LLC | | (A) |
| | 3 | .3 | | Certificate of Incorporation of DIV Capital Corporation | | (A) |
| | 3 | .4 | | Bylaws of DIV Capital Corporation | | (A) |
| | 3 | .5 | | Certificate of Formation of DTS Aviation Services LLC | | (A) |
| | 3 | .6 | | Limited Liability Company Operating Agreement of DTS Aviation Services LLC | | (A) |
| | 3 | .7 | | Certificate of Formation of DynCorp Aerospace Operations LLC | | (A) |
| | 3 | .8 | | Limited Liability Company Agreement of DynCorp Aerospace Operations LLC | | (A) |
| | 3 | .9 | | Articles of Organization of DynCorp International Services LLC | | (A) |
| | 3 | .10 | | Limited Liability Company Agreement of DynCorp International Services LLC | | (A) |
| | 3 | .11 | | Articles of Organization — Conversion of Dyn Marine Services LLC | | (A) |
| | 3 | .12 | | Limited Liability Company Agreement of Dyn Marine Services LLC | | (A) |
| | 3 | .13 | | Articles of Organization Dyn Marine Services of Virginia LLC | | (A) |
| | 3 | .14 | | Limited Liability Company Agreement of Dyn Marine Services of Virginia LLC | | (A) |
| | 3 | .15 | | Certificate of Formation of Services International LLC | | (A) |
| | 3 | .16 | | Limited Liability Company Agreement of Services International LLC | | (A) |
| | 3 | .17 | | Certificate of Formation of Worldwide Humanitarian Services LLC | | (A) |
| | 3 | .18 | | Amended and Restated Limited Liability Company Agreement of Worldwide Humanitarian Services LLC | | (A) |
| | 3 | .19 | | Certificate of Formation of Worldwide Recruiting and Staffing Services LLC | | (F) |
| | 3 | .20 | | Second Amended and Restated Limited Liability Company Agreement of Worldwide Recruiting and Staffing Services LLC | | (F) |
| | 3 | .21 | | Certificate of Formation of Global Linguist Solutions LLC | | (N) |
| | 3 | .22 | | Amended and Restated Operating Agreement for Global Linguist Solutions LLC | | (N) |
| | 4 | .1 | | Indenture dated February 11, 2005 by and among DynCorp International Inc., DIV Capital Corporation, the Guarantors and The Bank of New York, as trustee | | (A) |
| | 4 | .2 | | Supplemental Indenture dated May 6, 2005 among DynCorp International of Nigeria LLC, DynCorp International LLC, DIV Capital Corporation, the Guarantors and The Bank of New York, as Trustee | | (A) |
| | 4 | .3 | | Supplemental Indenture dated July 14, 2008 among DynCorp International LLC, DIV Capital Corporation, the Guarantors and The Bank of New York Mellon, as trustee | | (M) |
| | 4 | .4 | | Guarantee (included in Exhibit 4.1) | | |
| | 4 | .5 | | Form of 9.500% Senior Subordinated Notes due 2013 (included in Exhibit 4.1) | | (A) |
| | 5 | .1* | | Opinion of Schulte Roth & Zabel LLP | | |
| | 10 | .1 | | Purchase Agreement, dated as of December 12, 2004, by and among Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition | | (A) |
| | 10 | .2 | | First Amendment to Purchase Agreement, dated as of February 11, 2005, by and between Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition | | (A) |
II-1
| | | | | | | |
Exhibit
| | | | |
Number | | Description | | |
| |
| | 10 | .3 | | Settlement and Amendment Agreement, dated October 27, 2005, by and among Computer Sciences Corporation, DynCorp, CSC Applied Technology, LLC, The Veritas Capital Fund II, L.P., DynCorp International Inc., and DynCorp International LLC | | (B) |
| | 10 | .4+ | | Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Michael J. Thorne | | (C) |
| | 10 | .5+ | | Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Natale S. DiGesualdo | | (C) |
| | 10 | .6+ | | Employment Agreement effective as of May 19, 2008 between DynCorp International LLC and William L. Ballhaus | | (G) |
| | 10 | .7+ | | Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Robert B. Rosenkranz | | (F) |
| | 10 | .8+ | | Employment Agreement effective as of July 17, 2006 between DynCorp International LLC and Herbert J. Lanese | | (D) |
| | 10 | .9 | | Consulting Agreement effective as of September 1, 2006 between DynCorp International LLC and General Anthony C. Zinni | | (H) |
| | 10 | .10+ | | The DynCorp International LLC Executive Incentive Plan | | (E) |
| | 10 | .11+ | | Employment Agreement effective as of October 24, 2006, between DynCorp International LLC and Curtis L. Schehr | | (I) |
| | 10 | .12+ | | Employment Agreement effective as of June 23, 2008 between DynCorp International LLC and Anthony C. Zinni | | (N) |
| | 10 | .13 | | DynCorp International Inc. 2007 Omnibus Incentive Plan | | (J) |
| | 10 | .14 | | Credit Agreement, dated July 28, 2008 by and among DynCorp International Inc. and DynCorp International LLC, as borrower, the lenders referred to therein, and Wachovia Bank National Association | | (L) |
| | 10 | .15 | | Collateral Agreement dated as of July 28, 2008 by and among DynCorp International Inc. and DynCorp International LLC, as borrower, and certain of their respective subsidiaries as guarantors in favor of Wachovia Bank, National Association, as administrative agent | | (L) |
| | 10 | .16 | | Guarantee Agreement dated as of July 28, 2008 by DynCorp International Inc, as guarantor, in favor of Wachovia Bank, National Association, as administrative agent | | (L) |
| | 10 | .17 | | Subsidiary Guaranty Agreement dated as of July 28, 2008 by and among certain domestic subsidiaries of DynCorp International Inc., as subsidiary guarantors, in favor of Wachovia Bank, National Association, as administrative agent | | (L) |
| | 10 | .18 | | Purchase Agreement, dated July 14, 2008, among DynCorp International LLC, DIV Capital Corporation, the guarantors named therein and Wachovia Capital Markets, LLC and Goldman & Sachs & Co., as representative of the several purchasers named therein | | (K) |
| | 12 | .1 | | Statement re: computation of ratios | | (N) |
| | 21 | .1 | | List of subsidiaries of DynCorp International LLC | | (N) |
| | 23 | .1 | | Consent of Deloitte & Touche LLP | | (N) |
| | 23 | .2* | | Consent of Schulte Roth & Zabel LLP (incorporated by reference in Exhibit 5.1) | | |
| | 23 | .3 | | Consent of Value Incorporated | | (N) |
| | 24 | .1 | | Power of Attorney (included on Signature Page of initial filing) | | |
| | 25 | .1 | | Statement of Eligibility and Qualification onForm T-1 of The Bank of New York Mellon, as Trustee | | (N) |
| | 99 | .1* | | Form of Letter of Transmittal | | |
| | 99 | .2 | | Form of Notice of Guaranteed Delivery for Outstanding 9.500% Senior Subordinated Notes due 2013, Series A, in exchange for 9.500% Senior Subordinated Notes due 2013, Series B | | (N) |
II-2
| | | | | |
| * | | | | Filed herewith. |
| + | | | | Management contracts or compensatory plans or arrangements. |
| (A) | | — | | Previously filed as an exhibit to Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005. |
| (B) | | — | | Previously filed as an exhibit to Amendment No. 2 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on October 28, 2005. |
| (C) | | — | | Previously filed as an exhibit to Form 8-K filed with the SEC on April 17, 2006. |
| (D) | | — | | Previously filed as an exhibit to DynCorp International Inc.’s Form 8-K filed with the SEC on July 19, 2006. |
| (E) | | — | | Previously filed as an exhibit to DynCorp International Inc.’s Form 8-K filed with the SEC on February 27, 2007. |
| (F) | | — | | Previously filed as an exhibit to DynCorp International Inc.’s Form 10-K filed with the SEC on June 20, 2007. |
| (G) | | — | | Previously filed as an exhibit to DynCorp International Inc.’s Form 8-K filed with the SEC on May 13, 2008. |
| (H) | | — | | Previously filed as an exhibit to DynCorp International Inc.’s Form 8-K filed with the SEC on September 18, 2006. |
| (I) | | — | | Previously filed as an exhibit to Form 10-K filed with the SEC on June 10, 2008. |
| (J) | | — | | Previously filed as an exhibit to DynCorp International Inc.’s Form 10-K filed with the SEC on June 10, 2008. |
| (K) | | — | | Previously filed as an exhibit to Form 8-K filed with the SEC on July 17, 2008. |
| (L) | | — | | Previously filed as an exhibit to Form 8-K filed with the SEC on August 1, 2008. |
| (M) | | — | | Previously filed as an exhibit toForm 10-Q filed with the SEC on August 12, 2008. |
| (N) | | — | | Previously filed as an exhibit to the Registration Statement onForm S-4 (Reg.No. 333-156317) filed with the SEC on December 19, 2008. |
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, DynCorp International LLC has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on the 8th day of January, 2009.
Dyncorp InternationalLLC
| | |
| | | By: /s/ William L. Ballhaus |
Name: William L. Ballhaus
Title: Chief Executive Officer
(principal executive officer)
Date: January 8, 2009
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.
| | | | | | | |
Signature | | Title | | Date |
| |
| | | | | |
/s/ William L. Ballhaus
William L. Ballhaus | | Chief Executive Officer (principal executive officer) | | January 8, 2009 |
| | | | | |
/s/ Michael J. Thorne
Michael J. Thorne | | Senior Vice President and Chief Financial Officer (principal financial and accounting officer) | | January 8, 2009 |
| | | | | |
*
Robert B. McKeon | | Sole Manager | | January 8, 2009 |
| | | | | | | |
| *By: | | /s/ Curtis L. Schehr
Curtis L. Schehr
Attorney-in-fact | | | | |
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, DIV Capital Corporation has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on the 8th day of January, 2009.
DIVCapital Corporation
| | |
| | | By: /s/ William L. Ballhaus |
Name: William L. Ballhaus
| | |
| | Title: | President and Chief Executive Officer |
(principal executive officer)
Date: January 8, 2009
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.
| | | | | | | |
Signature | | Title | | Date |
| |
| | | | | |
/s/ William L. Ballhaus
William L. Ballhaus | | President and Chief Executive Officer (principal executive officer) | | January 8, 2009 |
| | | | | |
/s/ Michael J. Thorne
Michael J. Thorne | | Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) | | January 8, 2009 |
| | | | | |
*
Robert B. McKeon | | Sole Director | | January 8, 2009 |
| | | | | | | |
| *By: | | /s/ Curtis L. Schehr
Curtis L. Schehr
Attorney-in-fact | | | | |
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Worth, State of Texas, on the 8th day of January, 2009.
DTSAviation ServicesLLC
DynCorp AeroSpace Operations LLC
| | |
| | | By: /s/ Natale S. DiGesualdo |
Name: Natale S. DiGesualdo
(principal executive officer)
Date: January 8, 2009
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.
| | | | | | | |
Signature | | Title | | Date |
| |
| | | | | |
/s/ Natale S. DiGesualdo
Natale S. DiGesualdo | | President (principal executive officer) | | January 8, 2009 |
| | | | | |
/s/ Michael J. Thorne
Michael J. Thorne | | Senior Vice President, and Chief Financial Officer (principal financial and accounting officer) | | January 8, 2009 |
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on the 8th day of January, 2009.
DynCorp International Services LLC
Dyn Marine Services LLC
Dyn Marine Services of Virginia LLC
Services International LLC
Worldwide Humanitarian Services LLC
| | |
| | By: | /s/ Robert B. Rosenkranz |
Name: Robert B. Rosenkranz
(principal executive officer)
Date: January 8, 2009
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.
| | | | | | | |
Signature | | Title | | Date |
| |
| | | | | |
/s/ Robert B. Rosenkranz
Robert B. Rosenkranz | | President (principal executive officer) | | January 8, 2009 |
| | | | | |
/s/ Robert A. Krause
Robert A. Krause | | Vice President and Treasurer (principal financial and accounting officer) | | January 8, 2009 |
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on the 8th day of January, 2009.
Worldwide Recruiting and Staffing Services LLC
| | |
| | By: | /s/ William L. Ballhaus |
Name: William L. Ballhaus
(principal executive officer)
Date: January 8, 2009
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.
| | | | | | | |
Signature | | Title | | Date |
| |
| | | | | |
/s/ William L. Ballhaus
William L. Ballhaus | | President (principal executive officer) | | January 8, 2009 |
| | | | | |
/s/ Michael J. Thorne
Michael J. Thorne | | Senior Vice President, and Chief Financial Officer (principal financial and accounting officer) | | January 8, 2009 |
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on the 8th day of January, 2009.
Global Linguist Solutions LLC
Name: James A. Marks
(principal executive officer)
Date: January 8, 2009
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.
| | | | | | | |
Signature | | Title | | Date |
| |
| | | | | |
/s/ James A. Marks
James A. Marks | | President (principal executive officer) | | January 8, 2009 |
| | | | | |
/s/ Michael J. Thorne
Michael J. Thorne | | Treasurer (principal financial and accounting officer) | | January 8, 2009 |
| | | | | |
*
Barry R. McCaffrey | | Manager | | January 8, 2009 |
| | | | | |
*
Robert B. Rosenkranz | | Manager | | January 8, 2009 |
| | | | | |
*
Peter J. Schoomaker | | Manager | | January 8, 2009 |
| | | | | |
*
Anthony C. Zinni | | Manager | | January 8, 2009 |
| | | | | | | |
| *By: | | /s/ Curtis L. Schehr
Curtis L. Schehr
Attorney-in-fact | | | | |
II-9
EXHIBIT INDEX
| | | | | | | |
Exhibit
| | | | |
Number | | Description | | |
| |
| | 3 | .1 | | Certificate of Formation of DynCorp International LLC | | (A) |
| | 3 | .2 | | Amended and Restated Operating Agreement of DynCorp International LLC | | (A) |
| | 3 | .3 | | Certificate of Incorporation of DIV Capital Corporation | | (A) |
| | 3 | .4 | | Bylaws of DIV Capital Corporation | | (A) |
| | 3 | .5 | | Certificate of Formation of DTS Aviation Services LLC | | (A) |
| | 3 | .6 | | Limited Liability Company Operating Agreement of DTS Aviation Services LLC | | (A) |
| | 3 | .7 | | Certificate of Formation of DynCorp Aerospace Operations LLC | | (A) |
| | 3 | .8 | | Limited Liability Company Agreement of DynCorp Aerospace Operations LLC | | (A) |
| | 3 | .9 | | Articles of Organization of DynCorp International Services LLC | | (A) |
| | 3 | .10 | | Limited Liability Company Agreement of DynCorp International Services LLC | | (A) |
| | 3 | .11 | | Articles of Organization — Conversion of Dyn Marine Services LLC | | (A) |
| | 3 | .12 | | Limited Liability Company Agreement of Dyn Marine Services LLC | | (A) |
| | 3 | .13 | | Articles of Organization Dyn Marine Services of Virginia LLC | | (A) |
| | 3 | .14 | | Limited Liability Company Agreement of Dyn Marine Services of Virginia LLC | | (A) |
| | 3 | .15 | | Certificate of Formation of Services International LLC | | (A) |
| | 3 | .16 | | Limited Liability Company Agreement of Services International LLC | | (A) |
| | 3 | .17 | | Certificate of Formation of Worldwide Humanitarian Services LLC | | (A) |
| | 3 | .18 | | Amended and Restated Limited Liability Company Agreement of Worldwide Humanitarian Services LLC | | (A) |
| | 3 | .19 | | Certificate of Formation of Worldwide Recruiting and Staffing Services LLC | | (F) |
| | 3 | .20 | | Second Amended and Restated Limited Liability Company Agreement of Worldwide Recruiting and Staffing Services LLC | | (F) |
| | 3 | .21 | | Certificate of Formation of Global Linguist Solutions LLC | | (N) |
| | 3 | .22 | | Amended and Restated Operating Agreement for Global Linguist Solutions LLC | | (N) |
| | 4 | .1 | | Indenture dated February 11, 2005 by and among DynCorp International Inc., DIV Capital Corporation, the Guarantors and The Bank of New York, as trustee | | (A) |
| | 4 | .2 | | Supplemental Indenture dated May 6, 2005 among DynCorp International of Nigeria LLC, DynCorp International LLC, DIV Capital Corporation, the Guarantors and The Bank of New York, as Trustee | | (A) |
| | 4 | .3 | | Supplemental Indenture dated July 14, 2008 among DynCorp International LLC, DIV Capital Corporation, the Guarantors and The Bank of New York Mellon, as trustee | | (M) |
| | 4 | .4 | | Guarantee (included in Exhibit 4.1) | | (A) |
| | 4 | .5 | | Form of 9.500% Senior Subordinated Notes due 2013 (included in Exhibit 4.1) | | (A) |
| | 5 | .1* | | Opinion of Schulte Roth & Zabel LLP | | |
| | 10 | .1 | | Purchase Agreement, dated as of December 12, 2004, by and among Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition | | (A) |
| | 10 | .2 | | First Amendment to Purchase Agreement, dated as of February 11, 2005, by and between Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition | | (A) |
| | 10 | .3 | | Settlement and Amendment Agreement, dated October 27, 2005, by and among Computer Sciences Corporation, DynCorp, CSC Applied Technology, LLC, The Veritas Capital Fund II, L.P., DynCorp International Inc., and DynCorp International LLC | | (B) |
| | 10 | .4+ | | Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Michael J. Thorne | | (C) |
| | 10 | .5+ | | Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Natale S. DiGesualdo | | (C) |
| | 10 | .6+ | | Employment Agreement effective as of May 19, 2008 between DynCorp International LLC and William L. Ballhaus | | (G) |
| | | | | | | |
Exhibit
| | | | |
Number | | Description | | |
| |
| | 10 | .7+ | | Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Robert B. Rosenkranz | | (F) |
| | 10 | .8+ | | Employment Agreement effective as of July 17, 2006 between DynCorp International LLC and Herbert J. Lanese | | (D) |
| | 10 | .9 | | Consulting Agreement effective as of September 1, 2006 between DynCorp International LLC and General Anthony C. Zinni | | (H) |
| | 10 | .10+ | | The DynCorp International LLC Executive Incentive Plan | | (E) |
| | 10 | .11+ | | Employment Agreement effective as of October 24, 2006, between DynCorp International LLC and Curtis L. Schehr | | (I) |
| | 10 | .12+ | | Employment Agreement effective as of June 23, 2008 between DynCorp International LLC and Anthony C. Zinni | | (N) |
| | 10 | .13 | | DynCorp International Inc. 2007 Omnibus Incentive Plan | | (J) |
| | 10 | .14 | | Credit Agreement, dated July 28, 2008 by and among DynCorp International Inc. and DynCorp International LLC, as borrower, the lenders referred to therein, and Wachovia Bank National Association | | (L) |
| | | | | | | |
| | 10 | .15 | | Collateral Agreement dated as of July 28, 2008 by and among DynCorp International Inc. and DynCorp International LLC, as borrower, and certain of their respective subsidiaries as guarantors in favor of Wachovia Bank, National Association, as administrative agent. | | (L) |
| | 10 | .16 | | Guarantee Agreement dated as of July 28, 2008 by DynCorp International Inc, as guarantor, in favor of Wachovia Bank, National Association, as administrative agent. | | (L) |
| | 10 | .17 | | Subsidiary Guaranty Agreement dated as of July 28, 2008 by and among certain domestic subsidiaries of DynCorp International Inc., as subsidiary guarantors, in favor of Wachovia Bank, National Association, as administrative agent | | (L) |
| | 10 | .18 | | Purchase Agreement, dated July 14, 2008, among DynCorp International LLC, DIV Capital Corporation, the Guarantors named therein and Wachovia Capital Markets, LLC and Goldman & Sachs & Co., as representative of the several purchasers named therein | | (K) |
| | 12 | .1 | | Statement re: computation of ratios | | (N) |
| | 21 | .1 | | List of subsidiaries of DynCorp International LLC | | (N) |
| | 23 | .1 | | Consent of Deloitte & Touche LLP | | (N) |
| | 23 | .2* | | Consent of Schulte Roth & Zabel LLP (incorporated by reference in Exhibit 5.1) | | |
| | 23 | .3 | | Consent of Value Incorporated | | (N) |
| | 24 | .1 | | Power of Attorney (included on Signature Page of initial filing) | | |
| | 25 | .1 | | Statement of Eligibility and Qualification on Form T-1 of The Bank of New York Mellon, as Trustee | | (N) |
| | 99 | .1* | | Form of Letter of Transmittal | | |
| | 99 | .2 | | Form of Notice of Guaranteed Delivery for Outstanding 9.500% Senior Subordinated Notes due 2013, Series A, in exchange for 9.500% Senior Subordinated Notes due 2012, Series B | | (N) |
| | | | | |
| * | | | | Filed herewith. |
| + | | | | Management contracts or compensatory plans or arrangements. |
| (A) | | — | | Previously filed as an exhibit to Amendment No. 1 to Registration Statement onForm S-4/A (Reg.No. 333-127343) filed with the SEC on September 27, 2005. |
| (B) | | — | | Previously filed as an exhibit to Amendment No. 2 to Registration Statement onForm S-4/A (Reg.No. 333-127343) filed with the SEC on October 28, 2005. |
| (C) | | — | | Previously filed as an exhibit toForm 8-K filed with the SEC on April 17, 2006. |
| (D) | | — | | Previously filed as an exhibit to DynCorp International Inc.’sForm 8-K filed with the SEC on July 19, 2006. |
| (E) | | — | | Previously filed as an exhibit to DynCorp International Inc.’sForm 8-K filed with the SEC on February 27, 2007. |
| (F) | | — | | Previously filed as an exhibit to DynCorp International Inc.’sForm 10-K filed with the SEC on June 20, 2007. |
| (G) | | — | | Previously filed as an exhibit to DynCorp International Inc.’sForm 8-K filed with the SEC on May 13, 2008. |
| (H) | | — | | Previously filed as an exhibit to DynCorp International Inc.’sForm 8-K filed with the SEC on September 18, 2006. |
| (I) | | — | | Previously filed as an exhibit toForm 10-K filed with the SEC on June 10, 2008. |
| (J) | | — | | Previously filed as an exhibit to DynCorp International Inc.’sForm 10-K filed with the SEC on June 10, 2008. |
| (K) | | — | | Previously filed as an exhibit to Form 8-K filed with the SEC on July 17, 2008. |
| (L) | | — | | Previously filed as an exhibit to Form 8-K filed with the SEC on August 1, 2008. |
| (M) | | — | | Previously filed as an exhibit toForm 10-Q filed with the SEC on August 12, 2008. |
| (N) | | — | | Previously filed as an exhibit to the Registration Statement on FormS-4 (Reg.No. 333-156317) filed with the SEC on December 19, 2008. |
