Exhibit 10.2





Exhibit 10.2




EXECUTION COPY




[ACOF LETTERHEAD]




March 2, 2011


Sentinel Acquisition Holdings Inc.

c/o Ares Corporate Opportunities Fund III, L.P.

2000 Avenue of the Stars

12th Floor

Los Angeles, CA 90067




Global Defense Technology & Systems, Inc.

1501 Farm Credit Drive

Suite 2300

McLean, VA 22102




Re:   Acquisition of Global Defense Technology & Systems, Inc.





Ladies and Gentlemen:



Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the
“Merger Agreement”), by and among Sentinel Acquisition Holdings Inc., a Delaware corporation
(“Parent”), Sentinel Acquisition Corporation, a Delaware corporation (“Merger Sub”) and Global
Defense Technology & Systems, Inc., a Delaware corporation (the “Company”), pursuant to which
Merger Sub, or its permitted assignees, will make a tender offer to purchase all of the outstanding
shares of the Company Common Stock at the Offer Price and, thereafter, will be merged with and into
the Company (the “Merger”). This letter is being delivered to Parent (with a copy to the Company)
to induce the Company to enter into the Merger Agreement. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Merger Agreement.



1. Commitment. Ares Corporate Opportunities Fund III, L.P. (“Sponsor”), of which
Parent is a direct, wholly owned subsidiary, hereby commits, subject to the terms and conditions
set forth herein, that it shall purchase, or shall cause the purchase of, equity interests of
Parent and shall repay, or shall cause the repayment of, the indebtedness of the Company that comes
due in connection with the consummation of the Offer, the Merger and the other Transactions for an
aggregate amount not to exceed $320 million (the “Commitment”) solely for the purpose of funding
(and in the amount necessary to fund) the aggregate Offer Price, the aggregate Merger Consideration
and the repayment of such indebtedness of the Company, pursuant to and in accordance with the
Merger Agreement, together with related expenses.


 


 









 





Notwithstanding any other provision of this letter, Sponsor shall not, under any
circumstances, be obligated to contribute to, purchase equity or debt of, or otherwise provide
funds to Parent or Merger Sub in any amount in excess of the Commitment. Sponsor may effect the
purchase of the equity interests of Parent directly or indirectly through one or more affiliated
entities. The amount drawn under the Commitment will be the amount necessary to fund the
consummation of the Offer, the Merger and the Transactions (the “Funded Amount”).



2. Use of Proceeds. The proceeds of the Commitment financing (the “Financing”) will
be contributed by Parent to Merger Sub and used by Merger Sub solely as contemplated hereby.



3. Conditions. The funding of the Commitment shall be subject solely to (a) the
execution and delivery of the Merger Agreement by all of the parties thereto and (b) (i) with
respect to the aggregate Offer Price and related expenses, the satisfaction or waiver (at the sole
discretion of Parent or Merger Sub, as applicable) of each of the conditions to Parent’s and Merger
Sub’s obligations to accept the shares tendered in the Offer as set forth in Exhibit C of
the Merger Agreement (as such Exhibit may be amended in accordance with the terms of the Merger
Agreement) and (ii) with respect to the aggregate Merger Consideration and related expenses, the
satisfaction or waiver (at the sole discretion of Parent or Merger Sub, as applicable) of each of
the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger as set forth in
Article VII the Merger Agreement.



4. Enforcement. Parent shall take (or cause to be taken) all actions, and do (or
cause to be done) all things, necessary, proper or advisable to obtain the Financing, including
enforcing the Sponsor’s obligations (and the rights of Parent) hereunder; provided, that no
action or failure to act by Parent hereunder shall diminish or otherwise affect Sponsor’s
obligations hereunder.



5. Termination. The obligation of Sponsor to fund the Commitment will terminate
automatically and immediately to the extent described below upon the earliest to occur of (a) the
valid termination of the Merger Agreement in accordance with its terms; provided that, to
the extent that the termination of the Merger Agreement is contested, this letter shall not be
terminated unless and until the Arbitrator determines that the Merger Agreement has been validly
terminated, (b) the Effective Time; provided that Sponsor shall prior thereto have fully
funded and paid to Parent the Funded Amount, (c) the Arbitrator has awarded monetary damages to the
Company and such monetary damages have been paid in full pursuant to the terms of the Guaranty,
subject to the Cap (as defined therein) and (d) a Termination Event. As used herein, “Termination
Event” means any time when the Company or any of its controlled affiliates asserts in any
litigation or other proceeding a claim against any Parent Non-Recourse Party other than a claim
under the Confidentiality Agreement. As used herein, “Parent Non-Recourse
Party” means the former, current or future equity holders, controlling persons, directors,
officers, employees, agents, affiliates, members, managers, general or limited partners, or
assignees of Sponsor, Parent or Merger Sub or any former, current or future equity holder,
controlling person, director, officer, employee, agent, affiliate, member, manager, general or
limited partner, or assignee of any of the foregoing; provided that “Parent Non-Recourse
Party” shall not include Sponsor, Parent or Merger Sub.


 


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6. No Modification; Entire Agreement. Neither this letter nor any provision hereof
may be amended, modified, supplemented, terminated or waived except by an agreement in writing
signed by Parent, Sponsor and the Company. This letter, together with the Merger Agreement and the
Guaranty, constitutes the sole and entire agreement of Sponsor or any of its affiliates, on the one
hand, and Parent or any of its affiliates, on the other, with respect to the subject matter
contained herein, and supersedes all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to such subject matter.




7. Parties in Interest; Third Party Beneficiaries.



(a) Except as set forth in Section 7(b) hereof, (i) this letter is for the sole benefit of,
shall be binding upon, and may be enforced solely by Parent and Sponsor, (ii) nothing in this
letter, express or implied, is intended to or shall confer upon any person (other than Parent and
Sponsor) any legal or equitable right, benefit or remedy of any nature whatsoever, and (iii)
Parent’s creditors shall have no right to enforce, or to cause Parent to enforce, this letter.



(b) Notwithstanding anything to the contrary herein, each of Sponsor and Parent acknowledges
that this letter has been delivered to induce the Company to enter into the Merger Agreement and
that the Company has relied on this letter in entering into the Merger Agreement, and further
acknowledges and agrees that the Company is a third party beneficiary of this letter. As a third
party beneficiary hereof the Company is entitled to enforce such provisions in accordance with
their terms and is entitled to specifically enforce the obligations of Sponsor directly against
Sponsor to the full extent hereof and, in connection therewith, the Company has the right to obtain
an injunction, or other appropriate form of specific performance or equitable relief, to cause
Parent and Merger Sub to cause, or to directly cause, Sponsor to fund, directly or indirectly, the
Funded Amount and to take any and all actions as may be necessary or appropriate to cause the
Funded Amount to be funded. Notwithstanding any other provision of this letter, the Funded Amount
shall be used solely to fund the aggregate Offer Price, the aggregate Merger Consideration and the
repayment of the indebtedness of the Company that comes due in connection with the consummation of
the Merger, the
Offer and the other Transactions, pursuant to and in accordance with the Merger Agreement,
together with related expenses.


 


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8. Representations and Warranties. Sponsor hereby represents and warrants, with
respect to itself to Parent and the Company that (a) it is duly organized and validly existing
under the laws of the State of Delaware; (b) it has all limited partnership power and authority to
execute, deliver and perform this letter; (c) the execution, delivery and performance of this
letter by the undersigned has been duly and validly authorized and approved by all necessary
limited partnership action, and no other proceedings or actions on the part of the undersigned are
necessary therefore; (d) this letter has been duly and validly executed and delivered by it and
constitutes a valid and legally binding obligation of it, enforceable against the undersigned in
accordance with its terms, except that such enforceability may be (i) limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general
application relating to or affecting creditors’ rights generally and (ii) subject to general
equitable principles (whether considered in a proceeding in equity or at law) and any implied
covenant of good faith and fair dealing; (e) the execution, delivery and performance by it of this
letter do not and will not (i) violate its organizational and governing documents, (ii) violate any
law or judgment or (iii) result in any violation of, or default (with or without notice or lapse of
time, or both) under, or give rise to a right of termination, cancellation or acceleration of any
obligation or to the loss of any benefit under, any contract to which it is a party, other than
such items that, individually or in the aggregate, would not reasonably be expected to prevent or
delay Sponsor from performing its obligations under this letter; and (f) it has the financial
capacity to pay and perform its obligations under this letter, and all funds necessary for it to
fulfill its obligations hereunder shall be available to it for so long as this letter shall remain
in effect in accordance with Section 5 hereof. Sponsor acknowledges that the Company has
specifically relied on the accuracy of the representations and warranties contained in this Section
8.




9. Governing Law; Arbitration.



(a) The parties agree that any and all disputes arising under or related in any way to this
letter or the transactions contemplated hereby shall be resolved solely in arbitration before the
Chancery Court of the State of Delaware (the “Delaware Court of Chancery”) as set forth below.
Accordingly, and for the sake of clarity, the parties agree that they are waiving and relinquishing
the right to bring any dispute arising under or related in any way to this letter or the
transactions contemplated hereby before a court of any state or the United States; that they are
waiving any right to have such dispute decided by a jury; and that they are also waiving any right
to argue that the forum for the arbitration is an inconvenient one. The parties intend that this
Section 9 be interpreted as broadly as possible, and in favor of prompt and binding arbitration.


 


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(b) This letter shall be governed by, and construed in accordance with, the Laws of the State
of Delaware, without regard to the principles of conflicts of laws thereof. The parties hereto
agree that any dispute or controversy arising out of or in connection with this letter or the
transactions contemplated hereby (a “Dispute”) shall be arbitrated in the Delaware Court of
Chancery pursuant to 10 Del. C. § 349 and the Rules of the Delaware Court of Chancery promulgated
thereunder (the “Chancery Rules”). The parties hereto agree to take all steps necessary or
advisable, including execution of documents to be filed with the Delaware Court of Chancery, in
order properly to submit such Dispute for Arbitration (as defined in the Chancery Rules) in
accordance with this Section 9(b), and each such party agrees that it shall raise no objection to
the submission of the Dispute to Arbitration in accordance with this Section 9(b) and further
irrevocably waives, to the fullest extent permitted by law, any objection that it may have or
hereafter have to the submission of such Dispute for Arbitration or any right to lay claim to
jurisdiction in any venue.



(c) The Arbitration shall be conducted in accordance with the Chancery Rules; provided
that the parties hereto may agree to amend, modify or alter such rules, and/or adopt new rules, in
each case with the consent of the Arbitrator. Any such amendments, modifications or alterations
shall be in writing and signed by an authorized representative of each such party. The Arbitration
shall take place in Delaware or such other location as the parties and the Arbitrator (as defined
below) may agree.



(d) The Arbitration shall be presided over by one arbitrator (the “Arbitrator”) who shall be a
chancellor or vice-chancellor of the Delaware Court of Chancery appointed as an arbitrator by the
Delaware Court of Chancery.



(e) Any issue concerning the extent to which any Dispute is subject to Arbitration shall be
decided by the Arbitrator.



(f) The arbitral award (the “Award”) shall (i) be written or oral, (ii) state the reasons for
the award, and (iii) be the sole and exclusive binding remedy with respect to the Dispute between
and among the parties. The parties hereto acknowledge that time is of the essence and the parties
agree that they shall not seek to vary the timing provisions of the Chancery Rules. Judgment on
the Award may be entered in any court having jurisdiction thereof. All Awards of the Arbitrator
shall be final, nonappealable and binding on the parties. The parties hereto waive any right to
refer any question of law and right of appeal on the law and/or merits to any court, including any
appeal contemplated by 10 Del. C. § 349(b). The Award shall be deemed an award of the
United States, the relationship between the parties shall be deemed commercial in nature, and
any Dispute arbitrated pursuant to this Section 9 shall be deemed commercial.


 


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(g) The Arbitrator shall have the authority to grant any equitable or legal remedies that
would be available in any judicial proceeding intended to resolve a Dispute, including entering
injunctive or other equitable relief pending the final decision of the Arbitrator or the rendering
of the Award. Notwithstanding the foregoing, the parties hereto agree that any petition for
arbitration submitted pursuant to this Section 9 shall seek specific performance and may also seek
monetary damages, but only in the event that a grant of an award of specific performance of the
transactions contemplated hereby is not awarded.



(h) The parties hereto agree that the Arbitration, and all matters relating thereto or arising
thereunder, including the existence of the Dispute, the proceeding and all of its elements
(including any pleadings, briefs or other documents submitted or exchanged, any testimony or other
oral submissions, and any decision of the Arbitrator or Award), shall be kept strictly
confidential, and each party hereby agrees that such information shall not be disclosed beyond (i)
the Arbitrator or such other persons as are contemplated by 10 Del C. § 349(b), (ii) such party’s
legal counsel, for any purpose related to the Dispute, (iii) the other party to the Dispute, (iv)
the other party’s legal counsel, for any purpose related to the Dispute, (v) any person necessary
to the conduct of the Arbitration, and (vi) solely in connection with a party’s enforcement of an
Award in a court having jurisdiction thereof in accordance with Section 9, such court;
provided, however, that each party hereto agrees that, prior to disclosing any
information to any party listed in subclauses (ii), (iv) or (v) above, such party shall use its
best efforts to cause the recipient of such information to agree to maintain the confidentiality of
such agreement in a manner consistent with the terms hereof.



(i) Each party hereto shall bear its own legal fees and costs in connection with the
Arbitration; provided, however, that each such party shall pay one-half of any
filing fees, fees and expenses of the Arbitrator or other similar costs incurred by the parties in
connection with the prosecution of the Arbitration.



(j) The parties acknowledge that the Arbitrator may impose rules different from, or in
addition to, those set forth in this Section 9, and nothing in this Section 9 shall be construed to
limit or restrict the Arbitrator from adopting any such rules. Notwithstanding the foregoing, each
party hereto shall use its best efforts to cause the Arbitration to be conducted in accordance with
the procedures set forth in the
foregoing provisions of this Section 9, and hereby further waives the right to object to the
conduct of the Arbitration in accordance therewith.


 


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(k) Notwithstanding the other provisions of this Section 9, each party hereto shall be
entitled to seek interim or provisional relief in the Delaware Court of Chancery or, if the
Delaware Court of Chancery lacks subject matter jurisdiction, any Federal court located in the
State of Delaware to (i) remedy or prevent breaches of this letter or (ii) maintain the status quo,
in each case until such time as the Arbitrator has been appointed. Each party hereto (i)
irrevocably submits itself to the personal jurisdiction of the Delaware Court of Chancery or any
Federal court located in the State of Delaware in any proceeding seeking such relief, and (ii)
agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court.



10. No Assignment. The Commitment evidenced by this letter may not be assigned by
Parent and the Company’s rights under Section 7(b) may not be assigned by the Company. Sponsor
shall not transfer or assign all or any of its rights or obligations hereunder without the prior
written consent of the Company. Any purported assignment of this commitment in contravention of
this Section shall be void.



11. Counterparts. This letter may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall be deemed to be one and the same agreement. A
signed copy of this letter delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this
letter.



12. Confidentiality. This letter shall be treated as confidential and is being
provided to Parent solely in connection with the Merger Agreement. This letter may not be used,
circulated, quoted or otherwise referred to in any document, except with the written consent of
Parent. The foregoing notwithstanding, this letter shall be provided to the Company and the Company
and the undersigned may (a) disclose this letter to its controlled affiliates and representatives
and (b) make any disclosure related to this letter required by law, the applicable rules of any
national securities exchange or in connection with any securities regulatory agency filings
relating to the Merger Agreement.


 


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13. No Recourse. Notwithstanding anything that may be expressed or implied in this
letter or any document or instrument delivered in connection herewith, and notwithstanding the fact
that Sponsor may be a partnership, no person other than Sponsor and Parent has any obligations
hereunder and no recourse shall be had hereunder or under any document or instrument delivered in
connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or
their creation, against, and no personal liability in connection with the foregoing shall attach
to, any Parent Non-Recourse Party
through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the
corporate veil, by or through a claim by or on behalf of Parent against any Parent Non-Recourse
Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of
any statute, regulation or applicable law, or otherwise. Recourse against Sponsor pursuant to this
letter shall be the sole and exclusive remedy of Parent and all of its affiliates (other than the
Company after the Acceptance Time with respect to the Merger Agreement, the Guaranty, the
Confidentiality Agreement and this letter) against Sponsor and the Parent Non-Recourse Parties in
respect of any liabilities or obligations arising under, or in connection with, the Merger
Agreement or the transactions contemplated thereby. Nothing in this Section 13 or otherwise in this
letter shall affect the Guaranty or the rights and obligations of the parties thereunder.



[SIGNATURE PAGE FOLLOWS]





 


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	 	Very truly yours,



ARES CORPORATE 

OPPORTUNITIES FUND III,

L.P.

 	 
	 	By:  	ACOF Operating
 	 
	 	 	Manager III, LLC, its 	 
	 	 	manager 	 
	 	 	 
	 	By:  	                                      /s/ Matt Cwiertnia
 	 
	 	 	Name:  	Matt Cwiertnia 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	Agreed to and accepted:



SENTINEL ACQUISITION 

HOLDINGS INC.

 	 
	 	By:  	/s/ Matt Cwiertnia
 	 
	 	 	Name:  	Matt Cwiertnia 	 
	 	 	Title:  	President 	 
	 
	 	GLOBAL DEFENSE TECHNOLOGY &

SYSTEMS, INC.

 	 
	 	By:  	/s/ John Hillen
 	 
	 	 	Name:  	John Hillen 	 
	 	 	Title:  	President and CEO