COLLATERAL AGREEMENT

EXHIBIT 10.2

Execution Version

COLLATERAL AGREEMENT

dated as of July 28, 2008

by and among

DYNCORP INTERNATIONAL INC. ,
as Holdings,

DYNCORP INTERNATIONAL LLC ,
as Borrower,

and certain of their respective Subsidiaries,
as Grantors,

in favor of

WACHOVIA BANK, NATIONAL ASSOCIATION ,
as Administrative Agent

Table of Contents

COLLATERAL AGREEMENT (this “ Agreement ”), dated as of July 28, 2008, by and among DYNCORP INTERNATIONAL INC., a Delaware corporation (“ Holdings ”), DYNCORP INTERNATIONAL LLC, a Delaware limited liability company (the “ Borrower ”), certain of Holdings’ Subsidiaries as identified on the signature pages hereto and any Additional Grantor (as defined below) who may become party to this Agreement (such Subsidiaries and Additional Grantors, collectively, with Holdings and the Borrower, the “ Grantors ”), in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “ Administrative Agent ”) for the ratable benefit of the Secured Parties.

STATEMENT OF PURPOSE

Pursuant to the Credit Agreement of even date herewith by and among Holdings, the Borrower, the Lenders from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), the Lenders have agreed to make Extensions of Credit to the Borrower upon the terms and subject to the conditions set forth therein.

Pursuant to the terms of the Guaranty Agreements, Holdings and certain Subsidiaries of Holdings who are parties hereto have guaranteed the payment and performance of the Obligations.

It is a condition precedent to the obligation of the Lenders to make their respective Extensions of Credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent, for the ratable benefit of the Secured Parties.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective Extensions of Credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows:

ARTICLE I

DEFINED TERMS

SECTION 1.1 Terms Defined in the Uniform Commercial Code .

(a) The following terms when used in this Agreement shall have the meanings assigned to them in the UCC (as defined in the Credit Agreement) as in effect from time to time: “ Accession ”, “ Account ”, “ Account Debtor ”, “ Authenticate ”, “ Certificated Security ”, “ Chattel Paper ”; “ Commercial Tort Claim ”, “ Deposit Account ”, “ Documents ”, “ Electronic Chattel Paper ”, “ Equipment ”, “ Farm Products ” “ Fixture ”, “ General Intangible ”, “ Goods ”, “ Instrument ”, “ Inventory ”, “ Investment Company Security ”, “ Investment Property ”, “ Letter of Credit Rights ”, “ Proceeds ”, “ Record ”, “ Registered Organization ”, “ Securities Account ”, “ Securities Entitlement ”, “ Securities Intermediary ”, “ Security ”, “ Supporting Obligation ”, “ Tangible Chattel Paper ” and “ Uncertificated Security ”.

(b) Terms defined in the UCC and not otherwise defined herein or in the Credit Agreement shall have the meaning assigned in the UCC as in effect from time to time.

SECTION 1.2 Definitions . The following terms when used in this Agreement shall have the meanings assigned to them below:

“ Additional Grantor ” means each Subsidiary of Holdings which hereafter becomes a Grantor pursuant to Section 7.16 (as required pursuant to Section 9.11 of the Credit Agreement).

“ Administrative Agent ” has the meaning set forth in the Preamble to this Agreement.

“ Agreement ” means this Collateral Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“ Applicable Insolvency Laws ” means all Applicable Laws governing bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, 11 U.S.C. Sections 547, 548 and 550 and other “avoidance” provisions of Title 11 of the United States Code, as amended or supplemented).

“ Assignment of Claims Act ” means the Assignment of Claims Act of 1940 (41 U.S.C. Section 15, 31 U.S.C. Section 3737, and 31 U.S.C. Section 3727), including all amendments thereto and regulations promulgated thereunder.

“ Assignment Documents ” means, collectively, the assignments and notices of assignment executed by each Grantor pursuant to the Assignment of Claims Act and Federal Acquisition Regulation Subpart 32.8 with respect to any Government Contract to which such Grantor is a party, each of which shall be in form and substance satisfactory to the Administrative Agent; provided, that the applicable contracting government officer (or the equivalent responsible person, as applicable) shall not be required to execute any Assignment Document until such Assignment Document is required to be filed with the applicable Government Authority in accordance with Section 5.2(a)(vi) .

“ Bank of America Securities Account ” means that certain Securities Account (Account Number 24901078) of the Borrower with Banc of America Securities LLC, which account holds only amounts necessary to cash collateralize the Bank of America Letters of Credit, and all Investment Property held in such Securities Account.

“ Borrower ” has the meaning set forth in the Preamble to this Agreement.

“ Collateral ” has the meaning assigned thereto in Section 2.1 .

“ Collateral Account ” has the meaning assigned thereto in Section 5.2 .

“ Control ” means the manner in which “control” is achieved under the UCC, with respect to any Collateral for which the UCC specifies a method of achieving “control”.

“ Controlled Depository ” has the meaning assigned thereto in Section 4.5 .

“ Controlled Intermediary ” has the meaning assigned thereto in Section 4.5 .

“ Copyrights ” means, collectively, all of the following of any Grantor: (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations and copyright applications anywhere in the world, including, without limitation, those listed on Schedule 3.8 hereto, (b) all renewals of any of the foregoing, (c) all income, royalties, damages and payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past, present or future infringements of any of the foregoing, (d) the right to sue for past, present or future infringements of any of the foregoing and (e) all rights corresponding to any of the foregoing throughout the world.

“ Copyright Licenses ” means any written agreement now or hereafter in existence naming any Grantor as licensor or licensee, including, without limitation, those listed in Schedule 3.8 , expressly granting any right under any Copyright (excluding agreements concerning off-the-shelf computer software), including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“ Effective Endorsement and Assignment ” means, with respect to any specific type of Collateral, all such endorsements, assignments and other instruments of transfer reasonably requested by the Administrative Agent with respect to the Security Interest granted in such Collateral, and in each case, in form and substance satisfactory to the Administrative Agent.

“ Excluded Deposit Account ” means, collectively, (a) Deposit Accounts established solely for the purpose of funding payroll, payroll taxes and other compensation and benefits to employees and (b) so long as no Event of Default has occurred and is continuing, Deposit Accounts with amounts on deposit that, when aggregated with the amounts on deposit in all other Deposit Accounts for which control agreements have not been obtained (other than those specified in clause (a)), do not exceed $10,000,000 at any time.

“ Government Contract ” means a contract between any Grantor and an agency, department or instrumentality of the United States or any state, municipal or local Governmental Authority located in the United States or all obligations of any such Governmental Authority arising under any Account now or hereafter owing by any such Governmental Authority, as account debtor, to any Grantor.

“ Grantors ” has the meaning set forth in the Preamble of this Agreement.

“ Holdings ” has the meaning set forth in the preamble to this Agreement.

“ Intellectual Property ” means, collectively, all of the following of any Grantor: (a) all systems software and applications software, all documentation for such software, including, without limitation, user manuals, flowcharts, functional specifications, operations manuals, and all formulas, processes, and know-how embodied in any of the foregoing, (b) discoveries, improvements, know-how, technology, reports, design information, trade secrets, practices, specifications, test procedures, maintenance manuals, research and development, (c) Patents and Patent Licenses, Copyrights and Copyright Licenses, Trademarks and Trademark Licenses, and (d) other licenses to use any of the items described in the foregoing clauses (a), (b), and (c).

“ Issuer ” means any issuer of any Investment Property or Partnership/LLC Interests (including, without limitation, any Issuer as defined in the UCC).

“ Obligations ” means with respect to the Borrower, the meaning assigned thereto in the Credit Agreement, and with respect to each Guarantor, the obligations of such Guarantor under the Guaranty Agreement executed by such Guarantor and with respect to all Grantors, all liabilities and obligations of the Grantors hereunder.

“ Material Government Contract ” has the meaning assigned thereto in Section 3.12 .

“ Non-Assignable Contract ” means any Material Contract or any Material Government Contract to which any Grantor is a party that by its terms purports to restrict or prevent the assignment or granting of a security interest therein (either by its terms or by any federal or state statutory prohibition or otherwise irrespective of whether such prohibition or restriction is enforceable under Section 9-406 through 409 of the UCC).

“ Partnership/LLC Interests ” means, with respect to any Grantor, the entire partnership, membership interest or limited liability company interest, as applicable, of such Grantor in each partnership, limited partnership or limited liability company owned thereby, including, without limitation, such Grantor’s capital account, its interest as a partner or member, as applicable, in the net cash flow, net profit and net loss, and items of income, gain, loss, deduction and credit of any such partnership, limited partnership or limited liability company, as applicable, such Grantor’s interest in all distributions made or to be made by any such partnership, limited partnership or limited liability company, as applicable, to such Grantor and all of the other economic rights, titles and interests of such Grantor as a partner or member, as applicable, of any such partnership, limited partnership or limited liability company, as applicable, whether set forth in the partnership agreement or membership agreement, as applicable, of such partnership, limited partnership or limited liability company, as applicable, by separate agreement or otherwise.

“ Patents ” means collectively, all of the following of any Grantor: (a) all patents, rights and interests in patents, all inventions and patent applications anywhere in the world, including, without limitation, those listed on Schedule 3.8 , (b) all reissues, extensions, continuations (in whole or in part) and renewals of any of the foregoing, (c) all income, royalties, damages or payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past, present or future infringements of any of the foregoing, (d) the right to sue for past, present or future infringements of any of the foregoing and (e) all rights corresponding to any of the foregoing throughout the world.

“ Patent License ” means all written agreements now or hereafter in existence providing for the express grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 3.8 .

“ Restricted Securities Collateral ” has the meaning assigned thereto in Section 5.3 .

“ Securities Act ” means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.

“ Security Interests ” means the security interests granted pursuant to Article II , as well as all other security interests created or assigned as additional security for the Obligations pursuant to the provisions of any Loan Document.

“ Trademarks ” means, collectively, all of the following of any Grantor: (a) all trademarks, rights and interests in trademarks, trade names, corporate names, company names, business names, fictitious business names, internet domain names, trade styles, service marks, logos, other business identifiers, whether registered or unregistered, all registrations and recordings thereof, and all applications in connection therewith (other than each application to register any trademark or service mark prior to the filing under Applicable Law of a verified statement of use for such trademark or service mark) anywhere in the world, including, without limitation, those listed on Schedule 3.8 , (b) all renewals of any of the foregoing, (c) all income, royalties, damages and payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past, present or future infringements of any of the foregoing, (d) the right to sue for past, present or future infringements of any of the foregoing and (e) all rights corresponding to any of the foregoing (including the goodwill) throughout the world.

“ Trademark License ” means any written agreement now or hereafter in existence providing for the express grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 3.8 .

“ Vehicles ” means all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title under the laws of any state, all tires and all other appurtenances to any of the foregoing.

SECTION 1.3 Other Definitional Provisions . Terms defined in the Credit Agreement and not otherwise defined herein shall have the meaning assigned thereto in the Credit Agreement. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document, as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (f) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (g) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (h) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (i) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (j) 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, (k) 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”, (l) 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 and (m) where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

ARTICLE II

SECURITY INTEREST

SECTION 2.1 Grant of Security Interest . Each Grantor hereby grants and pledges to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in the following property, now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, and wherever located or deemed located (collectively, the “ Collateral ”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

(a) all Accounts;

(b) all cash and currency;

(c) all Chattel Paper;

(d) all Commercial Tort Claims identified on Schedule 3.6 ;

(e) all Deposit Accounts;

(f) all Documents;

(g) all Equipment;

(h) all Fixtures;

(i) all General Intangibles;

(j) all Instruments;

(k) all Intellectual Property;

(l) all Inventory;

(m) all Investment Property;

(n) all Letter of Credit Rights;

(o) all Vehicles;

(p) all other personal property and Goods not otherwise described above;

(q) all books and records pertaining to the Collateral; and

(r) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, all Accessions to any of the foregoing and all collateral security and Supporting Obligations (as now or hereafter defined in the UCC) given by any Person with respect to any of the foregoing;

provided , that (i) any Security Interest on any Capital Stock or other ownership interests issued by any Foreign Subsidiary shall be limited to 65% of all issued and outstanding shares of all classes of voting Capital Stock of each first-tier Foreign Subsidiary and 100% of all issued and outstanding shares of all classes of non-voting Capital Stock of such first-tier Foreign Subsidiary, (ii) the Security Interests granted herein shall not extend to, and the term “Collateral” shall not include, (A) any obligation or property of any kind due from, owed by or belonging to any Sanctioned Person, other than any Sanctioned Person with whom such Credit Party has a License described in Section 7.1(y) of the Credit Agreement, (B) any ownership interest in a joint venture that is not a Subsidiary to the extent that the granting of a security interest therein would, under the express terms of any contract or agreement governing such joint venture, be prohibited without the consent of any applicable third party (unless such prohibition is not enforceable or is otherwise ineffective under Applicable Law) and such consent shall not have been obtained by such Grantor, (C) applications filed in the United States Patent and Trademark Office to register trademarks or service marks on the basis of any Grantor’s “intent to use” such trademarks or service marks unless and until the filing of a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted, whereupon such applications shall automatically be subject to the Lien granted herein and deemed included in the Collateral as and to the extent provided herein, (D) the Bank of America Securities Account or (E) any rights under any lease, instrument, contract or agreement (including, without limitation, domain name registration agreements) of any Grantor to the extent that the granting of a security interest therein would, under the express terms of such lease, instrument, contract or agreement, (1) be prohibited or restricted or (2) result in a breach of the terms of, constitute a default under or result in a termination of any such lease, instrument, contract or agreement governing such right, unless (x) such prohibition or restriction is not enforceable or is otherwise ineffective under Applicable Law or (y) consent to

such security interest has been obtained from any applicable third party. Notwithstanding any of the foregoing, (1) the foregoing proviso shall not affect, limit, restrict or impair the grant by any Grantor of a security interest in any Account or any money or other amounts due and payable to any Grantor or to become due and payable to any Grantor under any such lease, instrument, contract or agreement unless such security interest in such Account, money or other amount due and payable is also specifically prohibited or restricted by the terms of such lease, instrument, contract or other agreement or such security interest in such Account, money or other amount due and payable would expressly constitute a default under or would expressly grant a party a termination right under any such lease, instrument, contract or agreement governing such right unless, in each case, (x) such prohibition or restriction is not enforceable or is otherwise ineffective under Applicable Law or (y) consent to such security interest has been obtained from any applicable third party; and (2) the Security Interests granted herein shall immediately and automatically attach to and the term “Collateral” shall immediately and automatically include the rights under any such lease, instrument, contract or agreement and in such Account, money, or other amounts due and payable to any Grantor at such time as such prohibition, restriction, event of default or termination right shall terminate or shall be waived or consent to such Security Interest has been obtained from any applicable third party.

Notwithstanding any of the foregoing, the payment and performance of the Obligations shall not be secured by any Hedge Agreement between any Grantor and any Secured Party.

SECTION 2.2 Intentionally Omitted .

SECTION 2.3 Grantors Remain Liable . Anything herein to the contrary notwithstanding: (a) each Grantor shall remain liable to perform all of its duties and obligations under the contracts and agreements included in the Collateral to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent or any Secured Party of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, (c) neither the Administrative Agent nor any Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall the Administrative Agent nor any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder and (d) neither the Administrative Agent nor any Secured Party shall have any liability in contract or tort for any Grantor’s acts or omissions.

SECTION 2.4 Authorization to File Financing Statements . Pursuant to Section 9-509 of the UCC and any other Applicable Law, each Grantor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest in the Collateral granted herein, including, without limitation, describing such property as “all assets” or “all personal property.” Further, a photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. Each Grantor hereby authorizes, ratifies and confirms all financing statements and other filing or recording documents or instruments filed by the Administrative Agent prior to the date of this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective Extensions of Credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each Secured Party that:

SECTION 3.1 Perfected First Priority Liens .

(a) The Security Interests granted pursuant to this Agreement constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations.

(b) When (i) UCC financing statements containing an adequate description of the Collateral shall have been filed in the offices specified in Schedule 3.3 and (ii) certificates evidencing the Capital Stock pledged pursuant to the Security Documents (together with an undated power for each such certificate duly executed in blank by the registered owner thereof), are delivered to the Administrative Agent, the Security Interests will constitute first priority perfected security interests in all right, title and interest of such Grantor in the Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC or delivery of certificates, prior to all other Liens and rights of others therein except for Permitted Liens.

(c) When each Copyright security agreement has been filed with the United States Copyright Office, the Security Interests will constitute first priority perfected security interests in all right, title and interest of such Grantor in the Intellectual Property therein described, prior to all other Liens and rights of others therein except for Permitted Liens.

(d) When each control agreement has been executed and delivered to the Administrative Agent (or to the extent the Administrative Agent is a depositary bank with respect to the Deposit Accounts), the Security Interests will constitute first priority perfected security interests in all right, title and interest of such Grantor in such Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims except for Permitted Liens.

SECTION 3.2 Title; No Other Liens . Each Grantor owns each item of the Collateral free and clear of any and all Liens or claims other than Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens.

SECTION 3.3 State of Organization; Location of Inventory, Equipment and Fixtures; other Information .

(a) The exact legal name of each Grantor is set forth on Schedule 3.3 .

(b) Each Grantor is a Registered Organization organized under the laws of the state identified on Schedule 3.3 under such Grantor’s name. The taxpayer identification number and, to the extent applicable, Registered Organization number of each Grantor is set forth on Schedule 3.3 under such Grantor’s name.

(c) As of the date hereof, (i) the mailing address, chief place of business, chief executive office and office where each Grantor keeps its books and records relating to the Accounts, Documents, General Intangibles, Instruments and Investment Property in which it has any interest is located at the locations specified on Schedule 3.3 under such Grantor’s name and (ii) no Grantor has any other places of business except those separately set forth on Schedule 3.3 under such Grantor’s name.

SECTION 3.4 Accounts . To the knowledge of the Grantors, no Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Collateral or otherwise except defenses, setoffs, claims or counterclaims that are not, in the aggregate, material to the value of the Accounts, taken as a whole. None of the Accounts is, nor will any hereafter arising Account be, evidenced by a promissory note or other Instrument (other than a check) with a value of more than $100,000 that has not been pledged to the Administrative Agent in accordance with the terms hereof.

SECTION 3.5 Chattel Paper . As of the date hereof, no Grantor holds any material Chattel Paper in the ordinary course of its business.

SECTION 3.6 Commercial Tort Claims . As of the date hereof, each Commercial Tort Claim involving a claim in excess of $200,000 individually or $1,000,000 in the aggregate owned by any Grantor is listed on Schedule 3.6 .

SECTION 3.7 Deposit Accounts and Securities Accounts . As of the date hereof, all Deposit Accounts of any Grantor (including, without limitation, cash management accounts that are Deposit Accounts and all Excluded Deposit Accounts), Securities Accounts of any Grantor (including, without limitation, cash management accounts that are Securities Accounts) and lockboxes of any Grantor are listed on Schedule 3.7 and Schedule 3.7 includes the following with respect to each such Deposit Account, Securities Account or lockbox: (a) the owner of such account, (b) the name and address of the financial institution or securities broker where such account is located, (c) account numbers and (d) the purpose or use of such account.

SECTION 3.8 Intellectual Property .

(a) As of the date hereof, all Copyright registrations, Copyright applications, issued Patents, Patent applications, Trademark registrations and Trademark applications owned by any Grantor in its own name are listed on Schedule 3.8 .

(b) Except as set forth in Schedule 3.8 on the date hereof, none of the Intellectual Property owned by any Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor, except as could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.9 Inventory . Except as could not reasonably be expected to have a Material Adverse Effect, Collateral consisting of Inventory is of good and merchantable quality, free from any material defects. To the knowledge of each Grantor, except as could not reasonably be expected to have a Material Adverse Effect, none of such Inventory is subject to any Intellectual Property rights of any Person that restricts any Grantor’s ability to manufacture and/or sell such Inventory. To the knowledge of each Grantor, the completion of the manufacturing process of such Inventory by a Person other than the applicable Grantor would be permitted under any contract to which such Grantor is a party or to which the Inventory is subject.

SECTION 3.10 Investment Property; Partnership/LLC Interests .

(a) As of the date hereof, all Investment Property (including, without limitation, Securities Accounts and cash management accounts that are Investment Property) and all Partnership/LLC Interests owned by any Grantor are listed on Schedule 3.10 .

(b) All Investment Property and all Partnership/LLC Interests issued by any Issuer to any Grantor (i) have been duly and validly issued and, if applicable, are fully paid and nonassessable, (ii) are beneficially owned as of record by such Grantor and (iii) constitute all the issued and outstanding shares of all classes of the Capital Stock or Partnership/LLC Interests of such Issuer issued to such Grantor.

(c) None of the Partnership/LLC Interests (i) are dealt in or traded on a Securities exchange or in Securities markets, (ii) are Investment Company Securities or (iii) are held in a Securities Account.

(d) Except as otherwise set forth on Schedule 3.10 , all of the Partnership/LLC Interests by their terms expressly provide that they are Securities governed by Article 8 of the UCC.

SECTION 3.11 Instruments . As of the date hereof, each Instrument in an aggregate principal amount in excess of $200,000 owned by any Grantor and all promissory notes or other evidence of indebtedness payable to any Grantor are listed on Schedule 3.11 .

SECTION 3.12 Material Government Contracts and Material Contracts .

(a)  Material Government Contracts . As of the date hereof, each Government Contract described in the Borrower’s Form 10-K for the Fiscal Year ended March 28, 2008 and each other Government Contract with remaining payments of at least $10,000,000 (collectively, the “ Material Government Contracts ”) are set forth on Schedule 3.12 . No Material Government Contract prohibits assignment or requires consent of or notice to any Person in connection with the grant of a security interest in such Material Government Contract or the assignment of such Material Government Contract, in each case, to the Administrative Agent hereunder, except as provided by Federal Acquisition Regulation Subpart 32.8 (or other applicable law or regulation), to the extent applicable, or as has been given or made or is currently sought pursuant to Section 4.11 .

(b)  Material Contracts . No Material Contract prohibits assignment or requires consent of or notice to any Person in connection with the grant of a security interest in such Material Contract or the assignment of such Material Contract, in each case, to the Administrative Agent hereunder, except as has been given or made or is currently sought pursuant to Section 4.11 .

ARTICLE IV

COVENANTS

Until the Obligations (other than (a) contingent indemnification obligations not yet due and (b) the Specified Obligations) shall have been paid in full and the Revolving Credit Commitments terminated, each Grantor covenants and agrees that:

SECTION 4.1 Maintenance of Perfected Security Interest; Further Information .

(a) Each Grantor shall maintain the Security Interest created by this Agreement as a first priority perfected Security Interest (subject only to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (other than the holders of Permitted Liens).

(b) Each Grantor will from time to time furnish to the Administrative Agent