Exhibit 10.1





Exhibit 10.1




EXECUTION COPY



GUARANTY




This limited guaranty, dated as of March 2, 2011 (this “Guaranty”), by Ares Corporate
Opportunities Fund III, L.P. (the “Guarantor”), is in favor of Global Defense Technology &
Systems, Inc., a Delaware corporation (the “Company”). Reference is hereby made to the
Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, among
the Company, Sentinel Acquisition Holdings Inc., a Delaware corporation and a direct wholly owned
subsidiary of the Guarantor (“Parent”) and Sentinel Acquisition Corporation, a Delaware
corporation and a direct and wholly owned subsidiary of Parent (“Merger Sub”). Capitalized
terms used herein but not otherwise defined shall have the respective meanings ascribed to them in
the Merger Agreement.



1. Guaranty. To induce the Company to enter into the Merger Agreement, the Guarantor,
intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the
Company the payment of the obligations of Parent and Merger Sub under the Merger Agreement as and
when due (the “Guaranteed Obligations”); provided, however, that in no
event shall the aggregate liability of the Guarantor under this Guaranty exceed $100 million (the
“Cap”), it being understood and agreed that this Guaranty may not be enforced against the
Guarantor without first giving effect to the Cap and Section 4, Section 6, and Section 11(g) herein
(the Cap and the provisions of Sections 4, 6 and 11(g) are referred to as the
“Limitations”). Each term of this Guaranty is subject to the Limitations. The fact that
some provisions of this Guaranty expressly refer to the Limitations does not mean that any other
provision is not subject to the Limitations.




2. Terms of Guaranty.



(a) This Guaranty is one of payment, not collection, and the Guarantor acknowledges that a
separate action or actions may be brought and prosecuted against the Guarantor for the full amount
of the Guaranteed Obligations (subject to the Limitations) to enforce this Guaranty, irrespective
of whether any action is brought against Parent or Merger Sub or any other person or whether Parent
or Merger Sub or any other person are joined in any such action or actions (in each case subject to
the Limitations).



(b) If Parent or Merger Sub fails to discharge any of the Guaranteed Obligations when due,
then all of the Guarantor’s liabilities to the Company hereunder in respect of such Guaranteed
Obligations shall, subject to the Limitations, at the Company’s option, become immediately due and
payable and the Company may, at any time and from time to time, at the Company’s option and subject
to the Limitations, and so long as Parent and Merger Sub have failed to perform any of their
Guaranteed Obligations, take any and all actions available hereunder or under applicable Law to
collect any of the Guarantor’s liabilities hereunder in respect of such Guaranteed Obligations not
discharged when due.



(c) All payments hereunder shall be made in lawful money of the United States, in immediately
available funds.


 


 









 





(d) Subject to the Limitations, the liability of the Guarantor under this Guaranty shall, to
the fullest extent permitted by law, be absolute, irrevocable and unconditional irrespective of:




(i) the failure of the Company to assert any claim or demand or to enforce any right or
remedy against any or both of Parent or Merger Sub;




(ii) the value, genuineness, validity, regularity, illegality or enforceability of the
Merger Agreement or any other agreement or instrument referred to herein, other than by
reason of fraud by the Company;




(iii) any release, waiver, forbearance or discharge, in whole or in part, of any
obligation of Parent or Merger Sub contained in the Merger Agreement (other than with
respect to any of the Guaranteed Obligations);




(iv) any change in the corporate existence, structure or ownership of Parent or Merger
Sub, or any other person now or hereafter liable with respect to the Guaranteed Obligations
or otherwise interested in the transactions contemplated by the Merger Agreement;




(v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting
Parent or Merger Sub, or any other person now or hereafter liable with respect to the
Guaranteed Obligations or otherwise interested in the transactions contemplated by the
Merger Agreement, or any of their assets;




(vi) the adequacy of any other means the Company may have of obtaining repayment of any
of the Guaranteed Obligations;




(vii) any amendment, modification or waiver of or any consent to departure from the
Merger Agreement, or change in the manner, place or terms of payment or performance, or any
change or extension of the time of payment or performance of, renewal or alteration of, any
Guaranteed Obligations, any escrow arrangement or other security therefor, any liability
incurred directly or indirectly in respect thereof, or any amendment or waiver of or any
consent to any departure from the terms of the Merger Agreement or the documents entered
into in connection therewith; or




(viii) the existence of any claim, set-off or other right that the Guarantor may have
at any time against Parent, Merger Sub or the Company, other than in connection with any
Guaranteed Obligations.


 


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(e) The Guarantor hereby waives any and all notice of the creation, renewal, extension or
accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Company upon
this Guaranty or acceptance of this Guaranty. The Guaranteed Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty,
and all dealings between Parent, Merger Sub or the Guarantor, on the one hand, and the Company, on
the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance
upon this Guaranty. Subject to the Limitations, (i) when pursuing its rights and remedies
hereunder against the Guarantor, the Company shall be
under no obligation to pursue such rights and remedies it may have against Parent or Merger
Sub or any other person for the Guaranteed Obligations or any right of offset with respect thereto,
and (ii) any failure by the Company to pursue such other rights or remedies or to collect any
payments from Parent or Merger Sub or any such other person or to realize upon or to exercise any
such right of offset, and any release by the Company of Parent or Merger Sub or any such other
person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and
shall not impair or affect the rights and remedies, whether express, implied or available as a
matter of applicable Law, of the Company.



(f) Subject to the Limitations, the Company shall not be obligated to file any claim relating
to any Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a
bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall
not affect the Guarantor’s obligations hereunder. In the event that any payment to the Company in
respect of any Guaranteed Obligations is rescinded or must otherwise be returned for any reason
whatsoever, the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligations
as if such payment had not been made.



(g) To the extent Parent or Merger Sub is relieved of any of its obligations under the Merger
Agreement (other than by virtue of the bankruptcy of Parent or Merger Sub), the Guarantors shall be
similarly relieved of their corresponding obligations under this Guaranty.



3. Waiver of Acceptance, Presentment; Etc. Subject to the Limitations, the Guarantor,
to the fullest extent permitted by law, irrevocably waives notice of acceptance hereof, diligence,
grace, protest, presentment, demand for payment, notice of non-performance, default, dishonor,
notice of non-payment or any notice not provided for herein, all defenses which may be available by
virtue of any valuation, stay, moratorium or other similar law now or hereafter in effect, any
right to require the marshalling of assets of one or both of Parent or Merger Sub, or any other
person liable with respect to any of the Guaranteed Obligations, and all suretyship defenses
generally (other than fraud by the Company or any of its affiliates, defenses to the payment of the
Guaranteed Obligations that are available to Parent or Merger Sub under the Merger Agreement or a
breach by the Company of this Guaranty). Subject to the Limitations, each party hereto hereby
unconditionally and irrevocably agrees that (a) it shall not institute, and shall cause its
affiliates not to institute, any proceeding asserting that this Guaranty is illegal, invalid or
unenforceable in accordance with its terms, (b) it shall maintain in full force and effect all
consents of any Governmental Entity or other authority that are required to be obtained by it with
respect to this Guaranty and will obtain any such consents that may become necessary in the future,
and (c) will comply in all respects with all applicable Laws and orders to which it may be subject
if failure to so comply would impair its ability to perform its obligations under this Guaranty.
The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the
transactions contemplated by the Merger Agreement and that the waivers set forth in this Guaranty
are knowingly made in contemplation of such benefits and after the advice of counsel.


 


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4. Sole Remedy. Other than pursuant to the Company’s rights (a) as a third-party
beneficiary under Section 7 of the Commitment Letter (b) under the Confidentiality Agreement and
(c) against Parent or Merger Sub under the Merger Agreement, recourse against the Guarantor under
this Guaranty shall be the sole and exclusive remedy of the Company and all
of its affiliates and security holders, and anyone purporting to claim by or through any of
them, against the Guarantor or the Parent Non-Recourse Parties (as defined in the Commitment
Letter) for claims by any of them directly or indirectly relating to the Guaranteed Obligations or
the Transactions. The Company agrees that it shall not institute, and shall cause its respective
controlled affiliates not to institute, any proceeding or claim directly or indirectly relating to
the Guaranteed Obligations or the Transactions against the Guarantor or any Parent Non-Recourse
Party except for (i) proceedings or claims against the Guarantor under this Guaranty, (ii) as a
third-party beneficiary under Section 7 of the Commitment Letter, (iii) claims against Parent or
Merger Sub under the Merger Agreement and (iv) proceedings or claims under the Confidentiality
Agreement. Nothing set forth in this Guaranty shall affect or be construed to affect any liability
of Parent or Merger Sub to the Company or shall confer or give or shall be construed to confer or
give to any person or entity any rights or remedies against any person other than the rights and
remedies of the Company against the Guarantor as expressly set forth herein. The Guarantor hereby
covenants and agrees that it shall not institute, and shall cause its respective affiliates not to
institute, any proceeding asserting that this Guaranty is illegal, invalid or unenforceable in
accordance with its terms.



5. Subrogation. The Guarantor hereby unconditionally waives any rights that it may
now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment,
performance, or enforcement of the Guarantor’s obligations under or in respect of this Guaranty or
any other agreement in connection therewith, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy against Parent or Merger Sub (including any right that would
result in the Guarantor being deemed a creditor of Parent or Merger Sub pursuant to this Guaranty
under the United States Bankruptcy Code), whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, including, without limitation, the right to take
or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim, remedy or right, and
the Guarantor shall not exercise any such rights unless and until all amounts payable by the
Guarantor under this Guaranty shall have been indefeasibly paid in full in immediately available
funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding
sentence at any time prior to the payment in full in immediately available funds of all amounts
payable under this Guaranty, such amount shall be received and held in trust for the benefit of the
Company, shall be segregated from other property and funds of the Guarantor and shall forthwith be
promptly paid or delivered to the Company in the same form as so received (with any necessary
endorsement or assignment) to be credited and applied to all amounts payable by the Guarantor under
this Guaranty.


 


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6. Termination. Except to the extent terminated pursuant to the provisions of this
Section 6, this Guaranty is a continuing one, may not be revoked or terminated and shall remain in
full force and effect until the complete, irrevocable and indefeasible payment and satisfaction in
full of the Guaranteed Obligations (subject to the Limitations), and shall be binding upon the
Guarantor, its successors and permitted assigns, and shall inure to the benefit of, and be
enforceable by, the Company and its successors, permitted transferees and assigns and the
Non-Recourse Parties. This Guaranty shall terminate and the Guarantor shall have no further
obligations under or in connection with this Guaranty as of the earliest of: (a) the Effective
Time provided Sponsor (as defined in the Commitment Letter) shall have fully funded its obligations
under the Commitment Letter; (b) the valid termination of the Merger Agreement in accordance
with its terms, provided, that, to the extent 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; (c) the final resolution of any and all claims
brought hereunder prior to the termination hereof; 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 (i) that the Limitations are illegal, invalid or unenforceable
in whole or in part, or asserts that the Guarantor is liable hereunder in excess of the
Limitations, or (ii) any claim against any Parent Non-Recourse Party directly or indirectly
relating to the Guaranteed Obligations or the Transactions other than a claim (x) under the
Confidentiality Agreement, (y) against the Guarantor for payment under this Guaranty or (z)
pursuant to Section 7 of the Equity Commitment Letter. Upon a Termination Event: (i) the
obligations of the Guarantor under this Guaranty shall terminate, and (ii) if the Guarantor shall
have previously made any payments under this Guaranty, it shall be entitled to recover and retain
any and all such payments.



7. Entire Agreement. This Guaranty, together with the Merger Agreement and Commitment
Letter, constitutes the entire agreement with respect to the subject matter hereof and supersedes
any and all prior agreements and understandings, whether written or oral, among Parent, Merger Sub
and the Guarantor or any of their respective affiliates on the one hand, and the Company or any of
its affiliates on the other hand.



8. Amendments and Waivers. No amendment or waiver of any provision of this Guaranty
will be valid and binding unless it is in writing and signed, in the case of an amendment, by the
Guarantor and the Company, or in the case of waiver, by the party against whom the waiver is to be
effective. No waiver by any party of any breach or violation of, or default under, this Guaranty,
whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation
or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent
such occurrence. No delay or omission on the part of any party in exercising any right, power or
remedy under this Guaranty will operate as a waiver thereof. Subject to the Limitations, the
Company shall not have any obligation to proceed at any time or in any manner against, or exhaust
any or all of its rights against, Parent or Merger Sub or any other person now or hereafter liable
for any Guaranteed Obligations or interested in the transactions contemplated by the Merger
Agreement prior to proceeding against the Guarantor hereunder.



9. Counterparts. This Guaranty may be executed in any number of counterparts, and by
the different parties hereto in separate counterparts, each of which when executed will be deemed
to be an original, but all of which taken together will constitute one and the same instrument.
This Guaranty will become effective when duly executed by each party hereto.


 


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10. Notices. All notices, requests, claims, demands and other communications under
this Guaranty shall be in writing and shall be delivered by hand or sent by facsimile or sent,
postage prepaid, by registered, certified or express mail or reputable overnight courier service
and shall be deemed given when so delivered by hand or sent by facsimile, or if mailed, three (3)
days after mailing (one (1) Business Day in the case of express mail or overnight
courier service), as follows (or at such other address for a party as shall be specified by
like notice):




If to the Guarantor, to it at:




2000 Avenue of the Stars

12th Floor

Los Angeles, CA 90067

Facsimile: (310) 201-4170

Attention: Matthew Cwiertnia, Senior Partner

                 Daniel Lukas, Partner

                 Michael Weiner, General Counsel and Chief Legal Officer




with a copy to:




Proskauer Rose LLP

2049 Century Park East, 32nd Floor

Los Angeles, CA 90067

Facsimile: (310) 557-2193

Attention: Michael A. Woronoff, Esq.




If to the Company, to it at:




1501 Farm Credit Drive

Suite 2300

McLean, VA 22102

Facsimile No.: (703) 883-4037

Attention: John Hillen, Chief Executive Officer




with a copies to:




Morrison & Foerster LLP

1650 Tysons Boulevard

Suite 400

McLean, Virginia 22102

Facsimile: (703) 760-7777

Attention: Lawrence T. Yanowitch, Esq.




                 Lawrence R. Bard, Esq.




and:




Pillsbury Winthrop Shaw Pittman LLP

2300 N. Street, NW

Washington, DC 20037

Facsimile: (202) 663-8007

Attention: Jeffrey Grill, Esq.


 


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11. Governing Law and Arbitration.



(a) The parties agree that any and all disputes arising under or related in any way to this
Guaranty 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 Guaranty 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 11 be interpreted as broadly as possible, and in favor of prompt and binding arbitration



(b) This Guaranty 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 Guaranty 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 11(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 11(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.


 


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(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 11 shall be deemed
commercial.



(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 11 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 11, 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 11, and nothing in this Section 11 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 11, 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 11, 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 Guaranty 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.



12. Representations and Warranties. The Guarantor hereby represents and warrants to
the Company, solely as to itself, that (a) it is duly organized and validly existing under the laws
of its jurisdiction of organization (b) it has all power and authority to execute, deliver and
perform this Guaranty; (c) the execution, delivery and performance of this Guaranty by it has been
duly and validly authorized and approved by all necessary partnership action, and no other
proceedings or actions on the part of it are necessary therefor; (d) this Guaranty has been duly
and validly executed and delivered by it and constitutes a valid and legally binding obligation of
it, enforceable against it 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 Guaranty 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 the Guarantor is a party, other than such violations or defaults that, individually or in the
aggregate, would not reasonably be expected to prevent or delay Sponsor from performing its
obligations under this Guaranty; and (f) it has the financial capacity to pay and perform its
obligations under this Guaranty, and all funds necessary for it to fulfill its Guaranteed
Obligations under this Guaranty shall be available to it for so long as this Guaranty shall remain
in effect in accordance with Section 6 hereof.



13. No Assignment. Neither the Guarantor nor the Company may assign its rights,
interests or obligations hereunder to any other person or entity (except by operation of Law)
without the prior written consent of the Company (in the case of an assignment by the Guarantor) or
the Guarantor (in the case of an assignment by the Company); provided that any such
assignment will not (x) relieve the Guarantor of its obligations hereunder as the primary obligor
and not merely as a surety and (y) require the Company to seek payment of the obligations hereunder
from any other party prior to enforcing its rights hereunder against the Guarantor.


 


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14. Severability. If any provision of this Guaranty is held invalid or unenforceable
by any court of competent jurisdiction, the other provisions of this Guaranty will remain in full
force and effect. Any provision of this Guaranty held invalid or unenforceable only in part of
degree will remain in full force and effect to the extent not held invalid or unenforceable. The
parties to this Guaranty further agree to use their reasonable best efforts to replace any such
invalid or unenforceable provision with a valid and enforceable provision that will achieve, to the
fullest extent possible, the purposes and effect of such invalid or unenforceable provision.
Notwithstanding the foregoing provisions of this Section 14 or otherwise, this Guaranty may not be
enforced without giving effect to the provisions of Section 1, Section 4 and Section 6 hereof.



15. Headings. The headings contained in this Guaranty are for convenience purposes
only and will not in any way affect the meaning or interpretation hereof.



16. Relationship of the Parties. Each party hereto acknowledges and agrees that (a)
this Guaranty is not intended to, and does not, create any agency, partnership, fiduciary or joint
venture relationship between or among any of the parties hereto and neither this Guaranty nor any
other document or agreement entered into by any party hereto relating to the subject matter hereof
shall be construed to suggest otherwise and (b) the obligations of the Guarantor under this
Guaranty are solely contractual in nature.



[Signature pages follow.]




 


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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and delivered as of
the date first written above.



	 	 	 	 	 
	 	Sincerely,



ARES CORPORATE OPPORTUNITIES FUND III, L.P.

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



[signature lines continue]




 


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IN WITNESS WHEREOF, the Company has caused this Guaranty to be executed and delivered as of
the date first written above.



	 	 	 	 	 
	 	GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC.

 	 
	 	By:  	/s/ John Hillen
 	 
	 	 	Name:  	John Hillen 	 
	 	 	Title:  	President & Chief Executive Officer