Filed by Bowne Pure Compliance






	 	 	 	 	 



EXHIBIT 10.1


EXECUTION COPY




SUPPLEMENTAL INDENTURE





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”).



W I T N E S S E T H




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;”



 


 









 





(c) Section 4.09(b)(5) is hereby deleted in its entirety and replaced with the following:



“(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund,
refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness)
that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses (2),
(3), (4), (5), (12) or (14) of this Section 4.09(b);”



(d) Section 10.03(a) is hereby amended by replacing the penultimate paragraph thereof in its
entirety with the following:



“No nonpayment default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Payment Blockage
Notice unless such default has been cured or waived for a period of not less than 90 days.”



3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.



4. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



5. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.



6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Guarantors and the
Issuers.




7. Effect. Except as amended hereby, the Indenture and the Notes are in all
respects ratified and confirmed and all their terms shall remain in full force and effect. From
and after the effectiveness of this Supplemental Indenture, any reference to the Indenture shall
mean the Indenture as so amended by this Supplemental Indenture.



8. Successors. All agreements of the Issuers, the Guarantors and the
Trustee in this Supplemental Indenture shall bind their respective successors and permitted
assigns. This Supplemental Indenture shall be binding upon each Holder of Notes and their
respective successors and assigns.



9. Severability. In case any provision of this Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.



10. Reaffirmation of Section 7.07. The Company and the Guarantors hereby
reaffirm their indemnification obligations to the Trustee pursuant to Section 7.07 of the Indenture
in connection with the Trustee’s execution of this Supplemental Indenture.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



	 	 	 	 	 
	 	WORLDWIDE RECRUITING AND STAFFING

SERVICES LLC

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Senior Vice President &
Chief Financial Officer 	 
	 
	 	GLOBAL LINGUIST SOLUTIONS LLC

 	 
	 	By:  	/s/ Robert B. Rosenkranz
 	 
	 	 	Name:  	Robert B. Rosenkranz 	 
	 	 	Title:  	Manager 	 
	 
	 	DYNCORP INTERNATIONAL LLC

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Senior Vice President &
Chief Financial Officer 	 
	 
	 	DIV CAPITAL CORPORATION

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Senior Vice President &
Chief Financial Officer 	 
	 
	 	DYN MARINE SERVICES LLC

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Senior Vice President &
Chief Financial Officer 	 



 


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	 	DYN MARINE SERVICES OF VIRGINIA LLC

 	 
	 	By:  	/s/ Robert A. Krause
 	 
	 	 	Name:  	Robert A. Krause 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 	DYNCORP AEROSPACE OPERATIONS LLC

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Senior Vice President &
Chief Financial Officer 	 
	 
	 	DYNCORP INTERNATIONAL SERVICES LLC

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Senior Vice President &
Chief Financial Officer 	 
	 
	 	SERVICES INTERNATIONAL LLC

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Senior Vice President &
Chief Financial Officer 	 
	 
	 	WORLDWIDE HUMANITARIAN SERVICES LLC

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Senior Vice President &
Chief Financial Officer 	 
	 
	 	DTS AVIATION SERVICES LLC

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Senior Vice President &
Chief Financial Officer 	 



 


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	 	THE BANK OF NEW YORK MELLON,

as Trustee

 	 
	 	By:  	/s/ Beata Hryniewicka
 	 
	 	 	Name:  	Beata Hryniewicka 	 
	 	 	Title:  	Assistant Vice President. 	 
	 




 


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