EXHIBIT 10.1
EXECUTION COPY
Supplemental
Indenture (this “
Supplemental Indenture ”), dated as of July 14,
2008, among DynCorp International LLC (the “ Company
”), DIV Capital Corporation (the “Co-issuer”, and
collectively with the Company, the “Issuers”), the
Guarantors (as defined in the Indenture referred to herein) and The
Bank of New York Mellon, formerly known as The Bank of New York, as
trustee under the Indenture referred to below (the “
Trustee ”).
WHEREAS, the Issuers have heretofore executed
and delivered to the Trustee an indenture (as amended or
supplemented from time to time, the “ Indenture
”), dated as of February 11, 2005, providing for the
issuance of 9.50% Senior Subordinated Notes due 2013 (the “
Notes ”);
WHEREAS, pursuant to Section 9.01 of the
Indenture, the Indenture provides that under certain circumstances
the Issuers, the Guarantors and the Trustee may amend the Indenture
without the consent of any Holder (as defined in the
Indenture);
WHEREAS, the Company has requested that the
Trustee join with the Company and the Guarantors in the execution
of an amendment of the Indenture permitted by the terms of
Section 9.01(6) of the Indenture; and
WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee is authorized to execute and deliver this
Supplemental Indenture.
NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Issuers, the
Guarantors and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as
follows:
1. Capitalized Terms . Capitalized
terms used herein without definition shall have the meanings
assigned to them in the Indenture.
2. Amendments to Indenture . The
Indenture is hereby amended as follows:
(a) Section 1.01 of the Indenture is
hereby amended by deleting clause (1) of the defined term
“Net Income” contained therein and replacing such
clause (1) in its entirety with the following:
“(1) any gain (or loss), together with any
related provision for taxes on such gain (or loss), realized in
connection with: (a) any Asset Sale (without giving effect to
the $1,000,000 threshold provided in the definition thereof); or
(b) the disposition of any securities by such Person or any of
its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted Subsidiaries;
and”
(b) Section 4.08(b)(7) is hereby
deleted in its entirety and replaced with the following:
“(7) any agreement for the sale or other
disposition of all or substantially all of the Capital Stock or
assets of a Restricted Subsidiary that restricts distributions by
that Restricted Subsidiary pending such sale or other
disposition;”
