Filed by Bowne Pure Compliance





EXHIBIT 10.5




Execution Version




DynCorp International LLC

DIV Capital Corporation




9.500% Senior Subordinated Notes due 2013




unconditionally guaranteed as to the

payment of principal, premium,

if any, and interest by the Guarantors named on Schedule I hereto




Exchange and Registration Rights Agreement




July 28, 2008




Wachovia Capital Markets, LLC

Goldman, Sachs & Co.,




As representatives of the several Purchasers

named in Schedule I to the Purchase Agreement



c/o Wachovia Capital Markets, LLC

One Wachovia Center

301 South College Street

Charlotte, NC 28288-0604




Ladies and Gentlemen:



DynCorp International LLC, a Delaware limited liability company (the “Company”), and DIV
Capital Corporation, a wholly-owned subsidiary of the Company with nominal assets that conducts no
operations (“DIV Capital,” and together with the Company, the “Issuers”) propose to issue and sell
to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as
defined herein) its 9.500% Senior Subordinated Notes due 2013, which are unconditionally guaranteed
by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers
thereunder, the Issuers agree with the Purchasers for the benefit of holders (as defined herein)
from time to time of the Registrable Securities (as defined herein) as follows:



1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the
following terms shall have the following respective meanings:



“Base Interest” shall mean the interest that would otherwise accrue on the Securities under
the terms thereof and the Indenture, without giving effect to the provisions of this Exchange and
Registration Rights Agreement.



“Blackout Period” has the meaning assigned thereto in Section 2(f) hereof.


 












 





The term “broker-dealer” shall mean any broker or dealer registered with the Commission under
the Exchange Act.




“Closing Date” shall mean the date on which the Securities are initially issued.



“Commission” shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities Act, whichever is the
relevant statute for the particular purpose.




“Conduct Rules” shall have the meaning assigned thereto in Section 3(d)(xix) hereof.



“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as
of which the Commission declares the Exchange Registration Statement effective or as of which the
Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall
mean the time and date as of which the Commission declares the Shelf Registration Statement
effective or as of which the Shelf Registration Statement otherwise becomes effective.



“Electing Holder” shall mean any holder of Registrable Securities that has returned a
completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(d)(ii) or
3(d)(iii) hereof.



“Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as
the same shall be amended from time to time.




“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.




“Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof.



“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a)
hereof.




“Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.




“FINRA” has the meaning assigned thereto in Section 3(d)(xix) hereof.



“Guarantee” shall have the meaning assigned thereto in the definition of “Securities” in this
Section 1.




“Guarantor” shall have the meaning assigned thereto in the Indenture.



The term “holder” shall mean each of the Purchasers and other persons who acquire Registrable
Securities from time to time (including any successors or assigns), in each case for so long as
such person owns any Registrable Securities.



“Indenture” shall mean the Indenture, dated as of February 11, 2005, among the Issuers, the
Guarantors and The Bank of New York, as Trustee, as the same shall be amended from time to time.


 


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“Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Exhibit A hereto.



“Outstanding Securities” means the Issuers’ outstanding 9.500% Senior Subordinated Notes due
2013 issued on February 11, 2005, which, along with the Securities, form a single class of debt
securities under the Indenture.



The term “person” shall mean a corporation, association, limited liability company,
partnership, organization, business, individual, government or political subdivision thereof or
governmental agency.



“Purchase Agreement” shall mean the Purchase Agreement, dated as of July 14, 2008, among the
Purchasers, the Guarantors and the Issuers relating to the Securities.




“Purchasers” shall mean the Purchasers named in Schedule I to the Purchase Agreement.



“Registrable Securities” shall mean the Securities; provided, however, that a Security shall
cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a)
hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as
contemplated in Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last
two sentences of Section 2(a) hereof, is included in a prospectus for use in connection with
resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5,
6 and 9 until resale of such Registrable Security has been effected within the 180-day period
referred to in Section 2(a) hereof); (ii) in the circumstances contemplated by Section 2(b) hereof,
a Shelf Registration Statement registering such Security under the Securities Act has been declared
or becomes effective and such Security has been sold or otherwise transferred by the holder thereof
pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such
Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such
Security relating to restrictions on transferability thereof, under the Securities Act or
otherwise, is removed by the Issuers or pursuant to the Indenture; (iv) such Security is eligible
to be sold by a person who has not been our affiliate during the preceding 90 days without any
volume or manner of sale restrictions under the Securities Act, we have provided a certificate to
the Trustee instructing the Trustee that the restricted legend on such Security no longer applies,
and such Security shall have been assigned an unrestricted CUSIP number; or (v) such Security shall
cease to be outstanding.




“Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof.




“Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.




“Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.



“Restricted Holder” shall mean (i) a holder that is an affiliate of either of the Issuers
within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary
course of such holder’s business, (iii) a holder who has arrangements or understandings with any
person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and
(iv) a holder that is a broker-dealer, but only with respect to Exchange Securities
received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from either of the Issuers.


 


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“Rule 144,” “Rule 405,” “Rule 415” and “Rule 433” shall mean, in each case, such rule
promulgated under the Securities Act (or any successor provision), as the same shall be amended
from time to time.



“Securities” shall mean, collectively, the 9.500% Senior Subordinated Notes, due 2013, of the
Issuers to be issued and sold to the Purchasers pursuant to the Purchase Agreement, and securities
issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is entitled
to the benefit of the guarantee provided for in the Indenture (the “Guarantee”) and, unless the
context otherwise requires, any reference herein to a “Security,” an “Exchange Security” or a
“Registrable Security” shall include a reference to the related Guarantee.



“Securities Act” shall mean the Securities Act of 1933, or any successor thereto, as the same
shall be amended from time to time.




“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.




“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.




“Special Interest” shall have the meaning assigned thereto in Section 2(c) hereof.



“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor thereto,
and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from
time to time.



Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers
to a Section or clause, as the case may be, of this Exchange and Registration Rights Agreement, and
the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this
Exchange and Registration Rights Agreement as a whole and not to any particular Section or other
subdivision.




2. Registration Under the Securities Act.



(a) Except as set forth in Section 2(b) below, the Issuers agree to file under the Securities
Act, as soon as practicable, but no later than 180 days after the Closing Date, or if the 180th day
is not a business day the first business day thereafter, a registration statement relating to an
offer to exchange (such registration statement, the “Exchange Registration Statement,” and such
offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of
debt securities issued by the Issuers and guaranteed by the Guarantors, which debt securities and
guarantee are substantially identical to the Securities and the related Guarantee, respectively
(and are entitled to the benefits of a trust indenture which is substantially identical to the
Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except
that they have been registered pursuant to an effective registration statement under the Securities
Act and do not contain provisions for the additional interest contemplated in Section 2(c) below
(such new debt securities hereinafter called “Exchange Securities”). The Issuers
agree to use all commercially reasonable efforts to cause the Exchange Registration Statement
to become effective under the Securities Act as soon as reasonably practicable, but no later than
270 days after the Closing Date, or if the 270th day is not a business day,


 


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  the first business day
thereafter. The Exchange Offer will be registered under the Securities Act on the appropriate form
and will comply with all applicable tender offer rules and regulations under the Exchange Act. The
Issuers further agree to use all commercially reasonable efforts to commence and complete the
Exchange Offer promptly, but no later than 45 business days after such registration statement has
become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange
Securities for all Registrable Securities that have been properly tendered and not withdrawn on or
prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been
“completed” only if the debt securities and related guarantee received by holders other than
Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable
by each such holder without restriction under the Securities Act and the Exchange Act (except for
the requirement to deliver a prospectus included in the Exchange Registration Statement applicable
to resales by any broker-dealer pursuant to an Exchange Offer in exchange for Registrable
Securities other than those acquired by the broker-dealer directly from the Issuers) and without
material restrictions under the blue sky or securities laws of a substantial majority of the States
of the United States of America. The Exchange Offer shall be deemed to have been completed upon the
earlier to occur of (i) the Issuers having exchanged the Exchange Securities for all outstanding
Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged,
pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been
properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on
a date that is at least 30 days following the commencement of the Exchange Offer. The Issuers and
the Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in
any resales by any holder of Exchange Securities that is a broker-dealer and any other person to
which the requirement to deliver a prospectus included in the Exchange Registration Statement is
applicable and (y) to keep such Exchange Registration Statement effective for a period (the “Resale
Period”) of 180 days (or such shorter period during which such broker-dealers are required by law
to deliver a prospectus). With respect to such Exchange Registration Statement, such holders shall
have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c),
(d) and (e) hereof.



(b) If (i) the Issuers and the Guarantors are not permitted to consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission policy; (ii) the
Exchange Offer has not been completed within 310 days following the Closing Date or (iii) any
Restricted Holder notifies the Issuers prior to the 15th business day following consummation of the
Exchange Offer that (a) it is prohibited by law or Commission policy from participating in the
Exchange Offer, (b) it may not resell the Exchange Securities acquired by it in the Exchange Offer
to the public without delivering a prospectus and the prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales or (c) it is a
broker-dealer and owns Securities acquired directly from the Issuers or an affiliate of either
Issuer, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii), in
addition to) conducting the Exchange Offer contemplated by Section 2(a), file under the Securities
Act as soon as reasonably practicable, but no later than 45 business days after the time such
obligation to file arises, a “shelf” registration statement providing for the registration of, and
the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities,
pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing,
the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”).



 


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The
Issuers agree to use all commercially reasonable efforts (x) to cause the Shelf Registration
Statement to become or be declared effective no later than 150 days after such Shelf Registration
Statement is filed and to keep such Shelf Registration Statement continuously effective (other than
during any Blackout Period) for a period ending on the earlier of the anniversary of the Effective
Time or such time as there are no longer any Registrable Securities outstanding, provided, however,
that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration
Statement or to use the prospectus forming a part thereof for resales of Registrable Securities
unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf
Registration Statement, promptly upon the request of any holder of Registrable Securities that is
not then an Electing Holder, to take any action reasonably necessary to enable such holder to use
the prospectus forming a part thereof for resales of Registrable Securities, including, without
limitation, any action necessary to identify such holder as a selling securityholder in the Shelf
Registration Statement, provided, however, that nothing in this Clause (y) shall relieve any such
holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers
in accordance with Section 3(d)(iii) hereof. The Issuers further agree to supplement or make
amendments to the Shelf Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Issuers for such Shelf Registration
Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and
the Issuers agree to furnish to each Electing Holder copies of any such supplement or amendment
prior to its being used or promptly following its filing with the Commission.



(c) In the event that (i) the Issuers have not filed the Exchange Registration Statement or
Shelf Registration Statement on or before the date on which such registration statement is required
to be filed pursuant to Section 2(a) or 2(b) hereof, respectively, or (ii) such Exchange
Registration Statement or Shelf Registration Statement has not become effective or been declared
effective by the Commission on or before the date on which such registration statement is required
to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the
Exchange Offer has not been completed within 45 business days after the initial effective date of
the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then
required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement
required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter either
be withdrawn by the Issuers or shall become subject to an effective stop order issued pursuant to
Section 8(d) of the Securities Act suspending the effectiveness of such registration statement
(except as specifically permitted herein, including any Blackout Period permitted herein) without
being succeeded immediately by an additional registration statement filed and declared effective
(each such event referred to in clauses (i) through (iv), a “Registration Default” and each period
during which a Registration Default(s) has occurred and is continuing, a “Registration Default
Period”), then, as liquidated damages for such Registration Default(s), subject to the provisions
of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall
accrue on the outstanding principal amount of the Registrable Securities at a per annum rate of
0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for
the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third
90 days of the Registration Default Period and
at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default
Period.


 


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(d) The Issuers shall take, and shall cause the Guarantors to take, all actions necessary or
advisable to be taken by them to ensure that the transactions contemplated herein are effected as
so contemplated, including all actions necessary or desirable to register the Guarantee under the
registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable.



(e) Any reference herein to a registration statement as of any time shall be deemed to include
any document incorporated, or deemed to be incorporated, therein by reference as of such time and
any reference herein to any post-effective amendment to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be incorporated, therein by
reference as of such time.



(f) Notwithstanding anything herein to the contrary, the Issuers, upon advising the Purchasers
in writing, may, pursuant to the advice of outside counsel to the Issuers, delay the filing or
effectiveness of any Exchange Registration Statement or Shelf Registration Statement (if not filed
or effective, as applicable) or suspend, or otherwise fail to maintain, the effectiveness thereof
or cease to permit the use of the prospectus included therein for a period (the “Blackout Period”)
not to exceed an aggregate of 60 days in any twelve consecutive month period in the event that (i)
the Board of Directors or Board of Managers, as the case may be, of an Issuer reasonably and in
good faith determines that the premature disclosure of a material event at such time could
reasonably be expected to have a material adverse effect on the Issuers’ business, operations or
prospects or (ii) the disclosure otherwise relates to a material business transaction which has not
been publicly disclosed and the Board of Directors or Board of Managers, as the case may be, of an
Issuer reasonably and in good faith determines that any such disclosure could reasonably be
expected to jeopardize the success of such transaction; provided, that, upon the termination of
such Blackout Period, the Issuers promptly shall advise the Purchasers that such Blackout Period
has been terminated.




3. Registration Procedures.



If the Issuers file a registration statement pursuant to Section 2(a) or Section 2(b) hereof,
the following provisions shall apply:



(a) At or before the Effective Time of the Exchange Offer or the Shelf Registration, as the
case may be, the Issuers shall qualify the Indenture under the Trust Indenture Act.



(b) In the event that such qualification would require the appointment of a new trustee under
the Indenture, the Issuers shall appoint a new trustee thereunder pursuant to the applicable
provisions of the Indenture.



 


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(c) In connection with the Issuers’ obligations with respect to the registration of Exchange
Securities as contemplated by Section 2(a) hereof (the “Exchange Registration”), if applicable, the
Issuers shall, as soon as reasonably practicable (or as otherwise specified):



(i) prepare and file with the Commission, as soon as reasonably practicable but no
later than 180 days after the Closing Date, or if the 180th day is not a business day, the
first business day thereafter, an Exchange Registration Statement on any form which may be
utilized by the Issuers and which shall permit the Exchange Offer and resales of Exchange
Securities by broker-dealers during the Resale Period to be effected as contemplated by
Section 2(a) hereof, and use all commercially reasonable efforts to cause such Exchange
Registration Statement to become effective as soon as reasonably practicable thereafter, but
no later than 270 days after the Closing Date, or if the 270th day is not a business day,
the first business day thereafter;




(ii) as soon as reasonably practicable prepare and file with the Commission such
amendments and supplements to such Exchange Registration Statement and the prospectus
included therein as may be necessary to effect and maintain the effectiveness of such
Exchange Registration Statement for the periods and purposes contemplated in Section 2(a)
hereof and as may be required by the applicable rules and regulations of the Commission and
the instructions applicable to the form of such Exchange Registration Statement, and
promptly provide each broker-dealer holding Exchange Securities with such number of copies
of the prospectus included therein (as then amended or supplemented), in conformity in all
material respects with the requirements of the Securities Act and the Trust Indenture Act
and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably
may request prior to the expiration of the Resale Period, for use in connection with resales
of Exchange Securities;




(iii) promptly notify each broker-dealer that has requested or received copies of the
prospectus included in such registration statement, and confirm such advice in writing, (A)
when such Exchange Registration Statement or the prospectus included therein or any
prospectus amendment or supplement or post-effective amendment has been filed, and, with
respect to such Exchange Registration Statement or any post-effective amendment, when the
same has become effective, (B) of any comments by the Commission and by the blue sky or
securities commissioner or regulator of any state with respect thereto or any request by the
Commission for amendments or supplements to such Exchange Registration Statement or
prospectus or for additional information, (C) of the issuance by the Commission of any stop
order suspending the effectiveness of such Exchange Registration Statement or the initiation
or threatening of any proceedings for that purpose, (D) if at any time the representations
and warranties of the Issuers contemplated by Section 5 cease to be true and correct in all
material respects, (E) of the receipt by the Issuers of any notification with respect to the
suspension of the qualification of the Exchange Securities for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose, (F) the occurrence of any
event that causes either Issuer to become an “ineligible issuer” as defined in Rule 405 or
(G) at any time during the Resale Period when a prospectus is required to be delivered under
the Securities Act, that such Exchange Registration Statement, prospectus, prospectus
amendment or supplement or post-effective amendment does not conform in all material
respects to the applicable requirements of the Securities Act and the Trust Indenture Act
and the rules and regulations of the Commission thereunder or contains an untrue statement
of a material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing;


 


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(iv) in the event that the Issuers would be required, pursuant to Section 3(e)(iii)(F)
above, to notify any broker-dealers holding Exchange Securities, promptly prepare and
furnish to each such holder a reasonable number of copies of a prospectus supplemented or
amended so that, as thereafter delivered to purchasers of such Exchange Securities during
the Resale Period, such prospectus shall conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder and shall not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;




(v) use all commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Exchange Registration Statement or any post-effective
amendment thereto at the earliest practicable date;




(vi) use all commercially reasonable efforts to (A) register or qualify the Exchange
Securities under the securities laws or blue sky laws of such jurisdictions as are
contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep
such registrations or qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions until the expiration
of the Resale Period and (C) take any and all other actions as may be reasonably necessary
or advisable to enable each broker-dealer holding Exchange Securities to consummate the
disposition thereof in such jurisdictions; provided, however, that neither the Issuers nor
the Guarantors shall be required for any such purpose to (1) qualify as a foreign
corporation in any jurisdiction wherein it would not otherwise be required to qualify but
for the requirements of this Section 3(c)(vi), (2) consent to general service of process in
any such jurisdiction or (3) make any changes to its certificate of formation, certificate
of incorporation, limited liability company agreement or by-laws, as applicable, or any
agreement between it and its stockholders;




(vii) use all commercially reasonable efforts to obtain the consent or approval of each
governmental agency or authority, whether federal, state or local, which may be required to
effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange
Securities by broker-dealers during the Resale Period;




(viii) provide a CUSIP number for all Exchange Securities, not later than the
applicable Effective Time, and use their best efforts to cause the CUSIP Service Bureau to
issue the same CUSIP number for such Exchange Securities as for the Outstanding Securities;
and




(ix) comply with all applicable rules and regulations of the Commission, and make
generally available to their securityholders as soon as reasonably practicable but no later
than 18 months after the effective date of such Exchange Registration Statement, an
earning statement of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act (including, at the option of the Issuers, Rule 158 thereunder).


 


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(d) In connection with the Issuers’ obligations with respect to the Shelf Registration, if
applicable, the Issuers shall, as soon as practicable (or as otherwise specified):




(i) prepare and file with the Commission, as soon as reasonably practicable but in any
case within the time periods specified in Section 2(b), a Shelf Registration Statement on
any form which may be utilized by the Issuers and which shall register all of the
Registrable Securities for resale by the holders thereof in accordance with such method or
methods of disposition as may be specified by such of the holders as, from time to time, may
be Electing Holders and use all commercially reasonable efforts to cause such Shelf
Registration Statement to become effective (other than during any Blackout Period, as
defined in Section 2(f) hereof) as soon as reasonably practicable but in any case within the
time periods specified in Section 2(b) hereof;




(ii) not less than 30 calendar days prior to the Effective Time of the Shelf
Registration Statement, mail the Notice and Questionnaire to the holders of Registrable
Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement as of the Effective Time, and no holder shall be entitled to use the
prospectus forming a part thereof for resales of Registrable Securities at any time, unless
such holder has returned a completed and signed Notice and Questionnaire to the Issuers by
the deadline for response set forth therein; provided, however, holders of Registrable
Securities shall have at least 28 calendar days from the date on which the Notice and
Questionnaire is first mailed to such holders to return a completed and signed Notice and
Questionnaire to the Issuers;




(iii) after the Effective Time of the Shelf Registration Statement, upon the request of
any holder of Registrable Securities that is not then an Electing Holder, promptly send a
Notice and Questionnaire to such holder; provided that the Issuers shall not be required to
take any action to name such holder as a selling securityholder in the Shelf Registration
Statement or to enable such holder to use the prospectus forming a part thereof for resales
of Registrable Securities until such holder has returned a completed and signed Notice and
Questionnaire to the Issuers;




(iv) as soon as reasonably practicable prepare and file with the Commission such
amendments and supplements to such Shelf Registration Statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of such Shelf
Registration Statement for the period specified in Section 2(b) hereof and as may be
required by the applicable rules and regulations of the Commission and the instructions
applicable to the form of such Shelf Registration Statement, and furnish to the Electing
Holders copies of any such supplement or amendment simultaneously with or prior to its being
used or filed with the Commission;




(v) comply with the provisions of the Securities Act with respect to the disposition of
all of the Registrable Securities covered by such Shelf Registration
Statement in accordance with the intended methods of disposition by the Electing
Holders provided for in such Shelf Registration Statement;


 


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(vi) provide (A) the Electing Holders, (B) the underwriters (which term, for purposes
of this Exchange and Registration Rights Agreement, shall include a person deemed to be an
underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof,
(C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and
(E) not more than one counsel for all the Electing Holders the opportunity to participate in
the preparation of such Shelf Registration Statement, each prospectus included therein or
filed with the Commission and each amendment or supplement thereto;




(vii) for a reasonable period prior to the filing of such Shelf Registration Statement,
and throughout the period specified in Section 2(b) hereof, make available at reasonable
times at the Issuers’ principal places of business or such other reasonable place for
inspection by the persons referred to in Section 3(d)(vi) hereof who shall certify to the
Issuers that they have a current intention to sell the Registrable Securities pursuant to
the Shelf Registration such financial and other information and books and records of the
Issuers, and cause the officers, employees, counsel and independent certified public
accountants of the Issuers to respond to such inquiries, as shall be reasonably necessary,
in the judgment of the respective counsel referred to in Section 3(d)(vi) hereof, to conduct
a reasonable investigation within the meaning of Section 11 of the Securities Act; provided,
however, that each such party shall be required to maintain in confidence and not to
disclose to any other person any information or records reasonably designated by the Issuers
as being confidential, until such time as (A) such information becomes a matter of public
record (whether by virtue of its inclusion in such Shelf Registration Statement or
otherwise, but not because of disclosure by such person or its representatives that was
otherwise in breach of this provision), (B) such person shall be required so to disclose
such information pursuant to a subpoena or order of any court or other governmental agency
or body having jurisdiction over the matter (subject to the requirements of such order, and
only after such person shall have given the Issuers prompt prior written notice of such
requirement), or (C) such information is required to be set forth in such Shelf Registration
Statement or the prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such prospectus in order that such Shelf
Registration Statement, prospectus, amendment or supplement, as the case may be, complies
with applicable requirements of the federal securities laws and the rules and regulations of
the Commission and does not contain an untrue statement of a material fact or omit to state
therein a material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;




(viii) promptly notify each of the Electing Holders, any sales or placement agent
therefor and any underwriter thereof (which notification may be made through any managing
underwriter that is a representative of such underwriter for such purpose) and confirm such
advice in writing, (A) when such Shelf Registration Statement or the prospectus included
therein or any prospectus amendment or supplement or post-effective amendment has been
filed, and, with respect to such Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any comments by
the Commission and by the blue sky or securities commissioner or regulator of any state with
respect thereto or any request by the Commission for amendments or supplements to such Shelf
Registration Statement or prospectus or for additional



 


11









 






 information, (C) of the issuance by
the Commission of any stop order suspending the effectiveness of such Shelf Registration
Statement or the initiation or threatening of any proceedings for that purpose, (D) if at
any time the representations and warranties of the Issuers contemplated by Section
3(d)(xvii) or Section 5 hereof cease to be true and correct in all material respects, (E) of
the receipt by the Issuers of any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose, (F) the occurrence of any event that
causes either Issuer to become an “ineligible issuer” as defined in Rule 405 or (G) if at
any time when a prospectus is required to be delivered under the Securities Act, that such
Shelf Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder or contains an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;




(ix) use all commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Shelf Registration Statement or any post-effective
amendment thereto at the earliest practicable date;




(x) if requested by any managing underwriter or underwriters, any placement or sales
agent or any Electing Holder, promptly incorporate in a prospectus supplement or
post-effective amendment such information as is required by the applicable rules and
regulations of the Commission and as such managing underwriter or underwriters, such agent
or such Electing Holder reasonably specifies should be included therein relating to the
terms of the sale of such Registrable Securities, including information with respect to the
principal amount of Registrable Securities being sold by such Electing Holder or agent or to
any underwriters, the name and description of such Electing Holder, agent or underwriter,
the offering price of such Registrable Securities and any discount, commission or other
compensation payable in respect thereof, the purchase price being paid therefor by such
underwriters and with respect to any other material terms of the offering of the Registrable
Securities to be sold by such Electing Holder or agent or to such underwriters; and make all
required filings of such prospectus supplement or post-effective amendment promptly after
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment;




(xi) furnish to each Electing Holder, each placement or sales agent, if any, therefor,
each underwriter, if any, thereof and the respective counsel referred to in Section 3(d)(vi)
hereof an executed copy (or, in the case of an Electing Holder, a conformed copy) of such
Shelf Registration Statement, each such amendment and supplement thereto (in each case
including all exhibits thereto (in the case of an Electing Holder of Registrable Securities,
upon request) and documents incorporated by reference therein) and such number of copies of
such Shelf Registration Statement (excluding
exhibits thereto and documents incorporated by reference therein unless specifically so
requested by such Electing Holder, agent or



 


12









 






underwriter, as the case may be) and of the
prospectus included in such Shelf Registration Statement (including each preliminary
prospectus and any summary prospectus), in conformity in all material respects with the
applicable requirements of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder, and such other documents, as such Electing Holder,
agent, if any, and underwriter, if any, may reasonably request in order to facilitate the
offering and disposition of the Registrable Securities owned by such Electing Holder,
offered or sold by such agent or underwritten by such underwriter and to permit such
Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of
the Securities Act; and the Issuers hereby consent to the use of such prospectus (including
such preliminary and summary prospectus) and any amendment or supplement thereto by each
such Electing Holder and by any such agent and underwriter, in each case in the form most
recently provided to such person by the Issuers, in connection with the offering and sale of
the Registrable Securities covered by the prospectus (including such preliminary and summary
prospectus) or any supplement or amendment thereto;




(xii) use all commercially reasonable efforts to (A) register or qualify the
Registrable Securities to be included in such Shelf Registration Statement under such
securities laws or blue sky laws of such jurisdictions as any Electing Holder and each
placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably
request, (B) keep such registrations or qualifications in effect (other than during any
Blackout Period) and comply with such laws so as to permit the continuance of offers, sales
and dealings therein in such jurisdictions during the period the Shelf Registration
Statement is required to remain effective under Section 2(b) above and for so long as may be
necessary to enable any such Electing Holder, agent or underwriter to complete its
distribution (as long as such distribution is commenced during the period the Shelf
Registration Statement is required to remain effective under Section 2(b) above) of
Securities pursuant to such Shelf Registration Statement and (C) take any and all other
actions as may be reasonably necessary or advisable to enable each such Electing Holder,
agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions
of such Registrable Securities; provided, however, that neither the Issuers nor the
Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in
any jurisdiction wherein it would not otherwise be required to qualify but for the
requirements of this Section 3(d)(xii), (2) consent to general service of process in any
such jurisdiction or (3) make any changes to its certificate of formation, certificate of
incorporation, limited liability company agreement or by-laws, as applicable, or any
agreement between it and its stockholders;




(xiii) use all commercially reasonable efforts to obtain the consent or approval of
each governmental agency or authority, whether federal, state or local, which may be
required to effect the Shelf Registration or the offering or sale in connection therewith or
to enable the selling holder or holders to offer, or to consummate the disposition of, their
Registrable Securities;


 


13









 






(xiv) unless any Registrable Securities shall be in book-entry only form, cooperate
with the Electing Holders and the managing underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to be sold,
which certificates, if so required by any securities exchange upon which any Registrable
Securities are listed, shall be printed, penned, lithographed or engraved, or produced by
any combination of such methods, on steel engraved borders, and which certificates shall not
bear any restrictive legends; and, in the case of an underwritten offering, enable such
Registrable Securities to be in such denominations and registered in such names as the
managing underwriters may request at least two business days prior to any sale of the
Registrable Securities;




(xv) provide a CUSIP number for all Registrable Securities, not later than the
applicable Effective Time, and use their best efforts to cause the CUSIP Service Bureau to
issue the same CUSIP number for such Registrable Securities as for the Outstanding
Securities;




(xvi) enter into one or more underwriting agreements, engagement letters, agency
agreements, “commercially reasonable efforts” underwriting agreements or similar agreements,
as appropriate, including customary provisions relating to indemnification and contribution,
and take such other actions in connection therewith as any Electing Holders aggregating at
least 25% in aggregate principal amount of the Registrable Securities at the time
outstanding shall request in order to expedite or facilitate the disposition of such
Registrable Securities;




(xvii) whether or not an agreement of the type referred to in Section 3(d)(xvi) hereof
is entered into and whether or not any portion of the offering contemplated by the Shelf
Registration is an underwritten offering or is made through a placement or sales agent or
any other entity, (A) make such representations and warranties to the Electing Holders and
the placement or sales agent, if any, therefor and the underwriters, if any, thereof in
form, substance and scope as are customarily made in connection with an offering of debt
securities pursuant to any appropriate agreement or to a registration statement filed on the
form applicable to the Shelf Registration; (B) obtain an opinion of counsel (which may be
in-house counsel) to the Issuers in customary form and covering such matters, of the type
customarily covered by such an opinion, as the managing underwriters, if any, or as any
Electing Holders of at least 25% in aggregate principal amount of the Registrable Securities
at the time outstanding may reasonably request, addressed to such Electing Holder or
Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if
any, thereof and dated the effective date of such Shelf Registration Statement (and if such
Shelf Registration Statement contemplates an underwritten offering of a part or all of the
Registrable Securities, dated the date of the closing under the underwriting agreement
relating thereto) (it being agreed that the matters to be covered by such opinion shall
include the good standing of the Company and its subsidiaries; the qualification of the
Company and its subsidiaries to transact business as foreign entities in states where



 


14









 






they
transact business; the due authorization, execution and delivery of the relevant agreement
of the type referred to in Section 3(d)(xvi) hereof; the due authorization, execution,
authentication and issuance, and the validity and enforceability, of the Registrable
Securities, Securities or Exchange
Securities as applicable; the absence of material legal or governmental proceedings
involving the Issuers; the absence of a breach by the Company or any of its subsidiaries of,
or a default under, material agreements binding upon the Company or any subsidiary of the
Company; the absence of governmental approvals required to be obtained in connection with
the Shelf Registration, the offering and sale of the Registrable Securities, this Exchange
and Registration Rights Agreement or any agreement of the type referred to in Section
3(d)(xvi) hereof, except such approvals as may be required under state securities or blue
sky laws; the material compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein and of the Indenture with the requirements of
the Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder, respectively; and, as of the date of the opinion and of the Shelf
Registration Statement or most recent post-effective amendment thereto, as the case may be,
the absence from such Shelf Registration Statement and the prospectus included therein, as
then amended or supplemented, and from the documents incorporated by reference therein (in
each case other than the financial statements and other financial information contained
therein) of an untrue statement of a material fact or the omission to state therein a
material fact necessary to make the statements therein not misleading (in the case of such
documents, in the light of the circumstances existing at the time that such documents were
filed with the Commission under the Exchange Act)); (C) obtain a “cold comfort” letter or
letters from the independent certified public accountants of the Issuers addressed to the
selling Electing Holders, the placement or sales agent, if any, therefor or the
underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration
Statement and (ii) the effective date of any prospectus supplement to the prospectus
included in such Shelf Registration Statement or post-effective amendment to such Shelf
Registration Statement which includes unaudited or audited financial statements as of a date
or for a period subsequent to that of the latest such statements included in such prospectus
(and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to
any prospectus supplement to the prospectus included in such Shelf Registration Statement or
post-effective amendment to such Shelf Registration Statement which includes unaudited or
audited financial statements as of a date or for a period subsequent to that of the latest
such statements included in such prospectus, dated the date of the closing under the
underwriting agreement relating thereto), such letter or letters to be in customary form and
covering such matters of the type customarily covered by letters of such type; (D) deliver
such documents and certificates, including officers’ certificates, as may be reasonably
requested by any Electing Holders of at least 25% in aggregate principal amount of the
Registrable Securities at the time outstanding or the placement or sales agent, if any,
therefor and the managing underwriters, if any, thereof to evidence the accuracy of the
representations and warranties made pursuant to clause (A) above or those contained in
Section 5(a) hereof and the compliance with or satisfaction of any agreements or conditions
contained in the underwriting agreement or other agreement entered into by the Issuers or
the Guarantors; and (E) undertake such obligations relating to expense reimbursement,
indemnification and contribution as are provided in Section 6 hereof;


 


15









 






(xviii) notify in writing each holder of Registrable Securities of any proposal by the
Issuers to amend or waive any provision of this Exchange and Registration Rights Agreement
pursuant to Section 9(h) hereof and of any amendment or waiver effected
pursuant thereto, each of which notices shall contain the text of the amendment or
waiver proposed or effected, as the case may be;




(xix) in the event that any broker-dealer registered under the Exchange Act shall
underwrite any Registrable Securities or participate as a member of an underwriting
syndicate or selling group or “assist in the distribution” (within the meaning of the
Conduct Rules (the “Conduct Rules”) of the Financial Industry Regulatory Authority, Inc.
(“FINRA”) or any successor thereto, as amended from time to time) thereof, whether as a
holder of such Registrable Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying
with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so
require, engaging a “qualified independent underwriter” (as defined in such Conduct Rules)
to participate in the preparation of the Shelf Registration Statement relating to such
Registrable Securities, to exercise usual standards of due diligence in respect thereto and,
if any portion of the offering contemplated by such Shelf Registration Statement is an
underwritten offering or is made through a placement or sales agent, to recommend the yield
of such Registrable Securities, (B) indemnifying any such qualified independent underwriter
to the extent of the indemnification of underwriters provided in Section 6 hereof (or to
such other customary extent as may be requested by such underwriter), and (C) providing such
information to such broker-dealer as may be required in order for such broker-dealer to
comply with the requirements of the Conduct Rules; and




(xx) comply with all applicable rules and regulations of the Commission, and make
generally available to their securityholders as soon as reasonably practicable but in any
event not later than 18 months after the effective date of such Shelf Registration
Statement, an earning statement of the Company and its subsidiaries complying with Section
11(a) of the Securities Act (including, at the option of the Issuers, Rule 158 thereunder).



(e) In the event that the Issuers would be required, pursuant to Section 3(d)(viii)(F) above,
to notify the Electing Holders, the placement or sales agent, if any, therefor and the managing
underwriters, if any, thereof, the Issuers shall promptly prepare and furnish to each of the
Electing Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a
reasonable number of copies of a prospectus supplemented or amended so that, as thereafter
delivered to purchasers of Registrable Securities, such prospectus shall conform in all material
respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the
rules and regulations of the Commission thereunder and shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then existing. Each Electing
Holder agrees that upon receipt of any notice from the Issuers pursuant to Section 3(d)(viii)(F)
hereof, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities
pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such
Electing Holder shall have received copies of such amended or supplemented prospectus, and if so
directed by the Issuers, such Electing Holder shall deliver to the Issuers (at the Issuers’
expense) all copies, other than permanent file copies, then in such
Electing Holder’s possession of the prospectus covering such Registrable Securities at the
time of receipt of such notice.


 


16









 





(f) In the event of a Shelf Registration, in addition to the information required to be
provided by each Electing Holder in its Notice Questionnaire, the Issuers may require such Electing
Holder to furnish to the Issuers such additional information regarding such Electing Holder and
such Electing Holder’s intended method of distribution of Registrable Securities as may be required
or necessary in order to comply with the Securities Act. Each such Electing Holder agrees to notify
the Issuers as promptly as practicable of any inaccuracy or change in information previously
furnished by such Electing Holder to the Issuers or of the occurrence of any event in either case
as a result of which any prospectus relating to such Shelf Registration contains or would contain
an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s
intended method of disposition of such Registrable Securities or omits to state any material fact
regarding such Electing Holder or such Electing Holder’s intended method of disposition of such
Registrable Securities required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing, and promptly to furnish to the Issuers
any additional information required to correct and update any previously furnished information or
required so that such prospectus shall not contain, with respect to such Electing Holder or the
disposition of such Registrable Securities, an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing.



(g) Until the expiration of one year after the Closing Date, the Issuers will not, and will
not permit any of their “affiliates” (as defined in Rule 144) to, resell any of the Securities that
have been reacquired by any of them except pursuant to an effective registration statement under or
an exemption from the registration requirements of the Securities Act.




4. Registration Expenses.



The Issuers agree to bear and to pay or cause to be paid promptly all expenses incident to the
Issuers’ performance of or compliance with this Exchange and Registration Rights Agreement,
including (a) all Commission and any FINRA registration, filing and review fees and expenses
including with respect to a Shelf Registration Statement fees and disbursements of counsel for the
placement or sales agent or underwriters in connection with such registration, filing and review,
(b) all fees and expenses in connection with the qualification of the Securities for offering and
sale under the state securities and blue sky laws referred to in Section 3(d)(xii) hereof and
determination of their eligibility for investment under the laws of such jurisdictions as any
managing underwriters or the Electing Holders may designate, including with respect to a Shelf
Registration Statement any fees and disbursements of counsel for the Electing Holders or
underwriters in connection with such qualification and determination, (c) all expenses relating to
the preparation, printing, production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for distribution
pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal investment memoranda and



 


17









 






all other documents in connection with the offering, sale or delivery of Securities to be
disposed of (including certificates representing the Securities),
(d) messenger, telephone and
delivery expenses relating to the offering, sale or delivery of Securities and the preparation of
documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture,
any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian,
(f) internal expenses of the Issuers (including all salaries and expenses of the Issuers’ officers
and employees performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Issuers (including the expenses of any
opinions or “cold comfort” letters required by or incident to such performance and compliance), (h)
fees, disbursements and expenses of any “qualified independent underwriter” engaged pursuant to
Section 3(d)(xix) hereof, (i) fees, disbursements and expenses of one counsel for the Electing
Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at
least a majority in aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Issuers), (j) any fees charged by
securities rating services for rating the Securities, and (k) fees, expenses and disbursements of
any other persons, including special experts, retained by the Issuers in connection with such
registration (collectively, the “Registration Expenses”). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of Registrable Securities or any placement or
sales agent therefor or underwriter thereof, the Issuers shall reimburse such person for the full
amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts and commissions
attributable to the sale of such Registrable Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.




5. Representations and Warranties.



The Issuers represent and warrant to, and agree with, each Purchaser and each of the holders
from time to time of Registrable Securities that:



(a) Each registration statement covering Registrable Securities and each prospectus (including
any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(d) or
Section 3(c) hereof and any further amendments or supplements to any such registration statement or
prospectus, when it becomes effective or is filed with the Commission, as the case may be, and, in
the case of an underwritten offering of Registrable Securities, at the time of the closing under
the underwriting agreement relating thereto and at the time of sale (including a contract of sale),
will conform in all material respects to the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and at all times subsequent to the
Effective Time when a prospectus would be required to be delivered under the Securities Act, other
than (A) from (i) such time as a notice has been given to holders of Registrable Securities
pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the
Issuers furnish an amended or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv)
hereof or (B) during any Blackout Period, each such registration statement, and each prospectus
(including any summary prospectus) contained therein or furnished



 


18









 






  pursuant to Section 3(d) or
Section 3(c) hereof, as then amended or supplemented, will
conform in all material respects to the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the circumstances then
existing; provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information furnished in
writing to the Issuers by a holder of Registrable Securities expressly for use therein.



(b) Any documents incorporated by reference in any prospectus referred to in Section 5(a)
hereof, when they become or became effective or are or were filed with the Commission, as the case
may be, will conform or conformed in all material respects to the requirements of the Securities
Act or the Exchange Act, as applicable, and none of such documents will contain or contained an
untrue statement of a material fact or will omit or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Issuers by a holder of
Registrable Securities expressly for use therein.



(c) The compliance by the Issuers with all of the provisions of this Exchange and Registration
Rights Agreement and the consummation of the transactions herein contemplated will not conflict
with or result in a breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the
Company or any subsidiary of the Company is a party or by which the Company or any subsidiary of
the Company is bound or to which any of the property or assets of the Company or any subsidiary of
the Company is subject, nor will such action result in any violation of the provisions of the
certificate of incorporation, as amended, certificate of formation or limited liability company
agreement, as applicable, or the by-laws of the Issuers or the Guarantors or any statute or any
order, rule or regulation of any court or governmental agency or body having jurisdiction over the
Company or any subsidiary of the Company or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or with any such court or governmental
agency or body is required for the consummation by the Issuers and the Guarantors of the
transactions contemplated by this Exchange and Registration Rights Agreement, except the
registration under the Securities Act of the Securities, qualification of the Indenture under the
Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications
as may be required under state securities or blue sky laws in connection with the offering and
distribution of the Securities.



(d) This Exchange and Registration Rights Agreement has been duly authorized, executed and
delivered by the Issuers.


 


19









 






6. Indemnification.



(a) Indemnification by the Issuers and the Guarantors. The Issuers and the Guarantors, jointly
and severally, will indemnify and hold harmless each of the holders of Registrable Securities
included in an Exchange Registration Statement, each of the Electing Holders of Registrable
Securities included in a Shelf Registration Statement and each person who participates as a
placement or sales agent or as an underwriter in any offering or sale of such
Registrable Securities against any losses, claims, damages or liabilities, joint or several,
to which such holder, agent or underwriter may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement of a material fact
contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may
be, under which such Registrable Securities were registered under the Securities Act, or any
preliminary, final or summary prospectus (including, without limitation, any “issuer free writing
prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any such
holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, and will reimburse
such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such action or claim
as such expenses are incurred; provided, however, that neither the Issuers nor the Guarantors shall
be liable to any such person in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, or preliminary, final or summary
prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule
433), or amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Issuers by such person expressly for use therein.



(b) Indemnification by the Holders and any Agents and Underwriters. The Issuers may require,
as a condition to including any Registrable Securities in any registration statement filed pursuant
to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that
the Issuers shall have received an undertaking reasonably satisfactory to it from the Electing
Holder of such Registrable Securities and from each underwriter named in any such underwriting
agreement, severally and not jointly, to (i) indemnify and hold harmless the Issuers, the
Guarantors and all other holders of Registrable Securities, against any losses, claims, damages or
liabilities to which the Issuers, the Guarantors or such other holders of Registrable Securities
may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in such registration statement, or any
preliminary, final or summary prospectus (including, without limitation, any “issuer free writing
prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any such
Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written information furnished
to the Issuers by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse
the Issuers and the Guarantors for any legal or other expenses reasonably incurred by the Issuers
and the Guarantors in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that no such Electing Holder shall be required to
undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar
amount of the proceeds to be received by such Electing Holder from the sale of such Electing
Holder’s Registrable Securities pursuant to such registration.




 


20











 




(c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection
(a) or (b) above of written notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against an indemnifying party pursuant to the
indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in
writing of the commencement of such action; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified party otherwise than
under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any
such action shall be brought against any indemnified party and it shall notify an indemnifying
party of the commencement thereof, such indemnifying party shall be entitled to participate therein
and, to the extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, such indemnifying party shall not be liable to such
indemnified party for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability arising out of such
action or claim and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of any indemnified party. The indemnifying party shall not be
required to indemnify the indemnified party for any amount paid or payable by the indemnified party
in the settlement or compromise of, or entry into any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution may be sought
hereunder without the written consent of the indemnifying party, which consent shall not be
unreasonably withheld.



(d) Contribution. If for any reason the indemnification provisions contemplated by Section
6(a) or Section 6(b) hereof are unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as
any other relevant equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by such indemnifying party or by such indemnified party, and
the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The parties hereto agree that it would not be just and
equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation
(even if the holders or any agents or underwriters or all of them were treated as one entity for
such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 6(d).



 


21









 






The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such indemnified party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 6(d), no holder shall be
required to contribute any amount in excess of the amount by which the dollar amount of the
proceeds received by such holder from the sale of any Registrable Securities (after deducting any
fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such
holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable Securities underwritten by
it and distributed to the public were offered to the public exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The holders’ and any underwriters’
obligations in this Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be, by them and not
joint.



(e) The obligations of the Issuers and the Guarantors under this Section 6 shall be in
addition to any liability which the Issuers or the Guarantors may otherwise have and shall extend,
upon the same terms and conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or underwriter within the
meaning of the Securities Act; and the obligations of the holders and any agents or underwriters
contemplated by this Section 6 shall be in addition to any liability which the respective holder,
agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to
each officer and director of the Issuers or the Guarantors (including any person who, with his
consent, is named in any registration statement as about to become a director of the Issuers or the
Guarantors) and to each person, if any, who controls the Issuers within the meaning of the
Securities Act.




7. Underwritten Offerings.



(a) Selection of Underwriters. If any of the Registrable Securities covered by the Shelf
Registration are to be sold pursuant to an underwritten offering, the managing underwriter or
underwriters thereof shall be designated by Electing Holders holding at least a majority in
aggregate principal amount of the Registrable Securities to be included in such offering, provided
that such designated managing underwriter or underwriters is or are reasonably acceptable to the
Issuers.



(b) Participation by Holders. Each holder of Registrable Securities hereby agrees with each
other such holder that no such holder may participate in any underwritten offering hereunder unless
such holder (i) agrees to sell such holder’s Registrable Securities on the basis provided in any
underwriting arrangements approved by the persons entitled hereunder to approve such arrangements
and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably required under
the terms of such underwriting arrangements.


 


22









 






8. Rule 144.



The Issuers covenant to the holders of Registrable Securities that to the extent they shall be
required to do so under the Exchange Act, the Issuers shall timely file the reports required to be
filed by them under the Exchange Act or the Securities Act (including the reports under Section 13
and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by the Commission
thereunder, and shall take such further action as any holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Securities Act within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Registrable Securities in connection with that holder’s sale pursuant to
Rule 144, the Issuers shall deliver to such holder a written statement as to whether it has
complied with such requirements. The fact that holders of Registrable Securities may become
eligible to sell such Registrable Securities pursuant to Rule 144 shall not (1) cause such
Securities to cease to be Registrable Securities or (2) excuse the performance of the Issuers’ and
the Guarantors’ obligations under this Agreement, including without limitation the obligations in
respect of an Exchange Offer, Shelf Registration and Special Interest.




9. Miscellaneous.



(a) No Inconsistent Agreements. The Issuers represent, warrant, covenant and agree that they
have not granted, and shall not grant, registration rights with respect to Registrable Securities
or any other securities which would be inconsistent with the terms contained in this Exchange and
Registration Rights Agreement.



(b) Specific Performance. The parties hereto acknowledge that there would be no adequate
remedy at law if the Issuers fail to perform any of their obligations hereunder and that the
Purchasers and the holders from time to time of the Registrable Securities may be irreparably
harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition
to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel
specific performance of the obligations of the Issuers under this Exchange and Registration Rights
Agreement in accordance with the terms and conditions of this Exchange and Registration Rights
Agreement, in any court of the United States or any State thereof having jurisdiction.



(c) Notices. All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand,
if delivered personally or by courier, or five business days after being deposited in the mail
(registered or certified mail, postage prepaid, return receipt requested) as follows: If to the
Issuers, to them at DynCorp International LLC, 8445 Freeport Parkway, Suite 400, Irving, Texas
75063, Attention: Chief Financial Officer, with copies to Michael R. Littenberg, Esq., Schulte Roth
& Zabel LLP, 919 Third Avenue, New York, New York 10022,
and if to a holder, to the address of such holder set forth in the security register or other
records of the Issuers, or to such other address as the Issuers or any such holder may have
furnished to the other in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.


 


23









 





(d) Parties in Interest. All the terms and provisions of this Exchange and Registration Rights
Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the
parties hereto and the holders from time to time of the Registrable Securities and the respective
successors and assigns of the parties hereto and such holders. In the event that any transferee of
any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether
by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any
further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such
Registrable Securities shall be held subject to all of the terms of this Exchange and Registration
Rights Agreement, and by taking and holding such Registrable Securities such transferee shall be
entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all
of the applicable terms and provisions of this Exchange and Registration Rights Agreement. If the
Issuers shall so request, any such successor, assign or transferee shall agree in writing to
acquire and hold the Registrable Securities subject to all of the applicable terms hereof.



(e) Survival. The respective indemnities, agreements, representations, warranties and each
other provision set forth in this Exchange and Registration Rights Agreement or made pursuant
hereto shall remain in full force and effect regardless of any investigation (or statement as to
the results thereof) made by or on behalf of any holder of Registrable Securities, any director,
officer or partner of such holder, any agent or underwriter or any director, officer or partner
thereof, or any controlling person of any of the foregoing, and shall survive delivery of and
payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and
registration of Registrable Securities by such holder and the consummation of an Exchange Offer.



(f) Governing Law. This Exchange and Registration Rights Agreement shall be governed by and
construed in accordance with the laws of the State of New York.



(g) Headings. The descriptive headings of the several Sections and paragraphs of this Exchange
and Registration Rights Agreement are inserted for convenience only, do not constitute a part of
this Exchange and Registration Rights Agreement and shall not affect in any way the meaning or
interpretation of this Exchange and Registration Rights Agreement.



(h) Entire Agreement; Amendments. This Exchange and Registration Rights Agreement and the
other writings referred to herein (including the Indenture and the form of Securities) or delivered
pursuant hereto which form a part hereof contain the entire understanding of the parties with
respect to its subject matter. This Exchange and Registration Rights Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject matter. This Exchange
and Registration Rights Agreement may be amended and the observance of any term of this Exchange
and Registration Rights Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) only by a written instrument duly executed by the Issuers
and the holders of at least a majority in
aggregate principal amount of the Registrable Securities at the time outstanding. Each holder
of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment
or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking
indicating such amendment or waiver appears on such Registrable Securities or is delivered to such
holder.


 


24









 





(i) Inspection. For so long as this Exchange and Registration Rights Agreement shall be in
effect, this Exchange and Registration Rights Agreement and a complete list of the names and
addresses of all the holders of Registrable Securities shall be made available as soon as
reasonably practicable, but no later than after five days’ notice, for inspection and copying on
any business day by any holder of Registrable Securities for proper purposes only (which shall
include any purpose related to the rights of the holders of Registrable Securities under the
Securities, the Indenture and this Exchange and Registration Rights Agreement) at the offices of
the Issuers at the addresses thereof set forth in Section 9(c) above and at the office of the
Trustee under the Indenture.



(j) Counterparts. This Exchange and Registration Rights Agreement may be executed by the
parties in counterparts, each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.



If the foregoing is in accordance with your understanding, please sign and return to us one
for each of the Issuers, each of the Guarantors and each of the Representatives plus one for each
counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the
Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between
each of the Purchasers, the Guarantors and the Issuers. It is understood that your acceptance of
this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of
agreement among Purchasers, the form of which shall be submitted to the Issuers for examination
upon request, but without warranty on your part as to the authority of the signers thereof.



(Signature Page Follows)







 


25









 







	 	 	 	 	 
	 	Very truly yours,


DynCorp International LLC

 	 
	 	By:  	/s/ Robert A. Krause
 	 
	 	 	Name:  	Robert A. Krause 	 
	 	 	Title:  	VP & Treasurer 	 
	 
	 	DIV Capital Corporation

 	 
	 	By:  	/s/ Robert A. Krause
 	 
	 	 	Name:  	Robert A. Krause 	 
	 	 	Title:  	VP & Treasurer 	 
	 
	 	DTS Aviation Services LLC

 	 
	 	By:  	/s/ Robert A. Krause
 	 
	 	 	Name:  	Robert A. Krause 	 
	 	 	Title:  	VP & Treasurer 	 
	 
	 	DynCorp Aerospace Operations LLC

 	 
	 	By:  	/s/ Robert A. Krause
 	 
	 	 	Name:  	Robert A. Krause 	 
	 	 	Title:  	VP & Treasurer 	 
	 
	 	DynCorp International Services LLC

 	 
	 	By:  	/s/ Robert A. Krause
 	 
	 	 	Name:  	Robert A. Krause 	 
	 	 	Title:  	VP & Treasurer 	 
	 
	 	Dyn Marine Services LLC

 	 
	 	By:  	/s/ Robert A. Krause
 	 
	 	 	Name:  	Robert A. Krause 	 
	 	 	Title:  	VP & Treasurer 	 
	 



 


26









 





	 	 	 	 	 
	 	Dyn Marine Services of Virginia LLC

 	 
	 	By:  	/s/ Robert A. Krause
 	 
	 	 	Name:  	Robert A. Krause 	 
	 	 	Title:  	VP & Treasurer 	 
	 
	 	Global Linguist Solutions LLC

 	 
	 	By:  	/s/ Curtis L. Schehr
 	 
	 	 	Name:  	Curtis L. Schehr 	 
	 	 	Title:  	Secretary 	 
	 
	 	Services International LLC

 	 
	 	By:  	/s/ Robert A. Krause
 	 
	 	 	Name:  	Robert A. Krause 	 
	 	 	Title:  	VP & Treasurer 	 
	 
	 	Worldwide Humanitarian Services LLC

 	 
	 	By:  	/s/ Robert A. Krause
 	 
	 	 	Name:  	Robert A. Krause 	 
	 	 	Title:  	VP & Treasurer 	 
	 
	 	Worldwide Recruiting and Staffing Services LLC

 	 
	 	By:  	/s/ Robert A. Krause
 	 
	 	 	Name:  	Robert A. Krause 	 
	 	 	Title:  	VP & Treasurer 	 
	 



 


27









 





	 	 	 	 	 
	Accepted as of the date hereof:	 	 
	 
	 	 	 	 
	Wachovia Capital Markets, LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Wachovia Capital Markets, LLC
 

(Wachovia Capital Markets, LLC)
	 	 
	 
	 	 	 	 
	Goldman, Sachs & Co.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Goldman Sachs
 

(Goldman, Sachs & Co.)
	 	 
	 
	 	 	 	 
	As Representatives of the Purchasers

set forth on Schedule I to the Purchase Agreement	 	 





 


28









 





SCHEDULE I




Guarantors




DTS Aviation Services LLC

DynCorp Aerospace Operations LLC

DynCorp International Services LLC

Dyn Marine Services LLC

Dyn Marine Services of Virginia LLC

Global Linguist Solutions LLC

Services International LLC

Worldwide Humanitarian Services LLC

Worldwide Recruiting and Staffing Services LLC



 


A-1









 





Exhibit A




DynCorp International LLC

DIV Capital Corporation



INSTRUCTION TO DTC PARTICIPANTS




(Date of Mailing)




URGENT — IMMEDIATE ATTENTION REQUESTED




DEADLINE FOR RESPONSE: [DATE]*




The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in DynCorp International LLC (the “Company”), and DIV Capital Corporation
(“DIV Capital” and together with the Company, the “Issuers”) 9.500% Senior Subordinated Notes due
2013 (the “Securities”) are held.



The Issuers are in the process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. In order to have their Securities included in the
registration statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.



It is important that beneficial owners of the Securities receive a copy of the enclosed
materials as soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire by [Deadline For
Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds
interests in the Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact DynCorp International LLC, 8445
Freeport Parkway, Suite 400, Irving Texas 75063, (817) 302-1460.





	 	 	 
	*	 	Not less than 28 calendar days from date of mailing.




 


A-1









 









DynCorp International LLC

DIV Capital Corporation




Notice of Registration Statement

and

Selling Securityholder Questionnaire




(Date)




Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and
Registration Rights Agreement”) among DynCorp International LLC (the “Company”), and DIV Capital
Corporation (“DIV Capital” and together with the Company, the “Issuers”) and the Purchasers named
therein. Pursuant to the Exchange and Registration Rights Agreement, the Issuers have filed with
the United States Securities and Exchange Commission (the “Commission”) a registration statement on
Form [______] (the “Shelf Registration Statement”) for the registration and resale under
Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Issuers’ 9.500%
Senior Subordinated Notes due 2013 (the “Securities”). A copy of the Exchange and Registration
Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.



Each beneficial owner of Registrable Securities (as defined below) is entitled to have the
Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In
order to have Registrable Securities included in the Shelf Registration Statement, this Notice of
Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must
be completed, executed and delivered to the Issuers’ counsel at the address set forth herein for
receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do
not complete, execute and return this Notice and Questionnaire by such date (i) will not be named
as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus
forming a part thereof for resales of Registrable Securities.



Certain legal consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.



The term “Registrable Securities” is defined in the Exchange and Registration Rights
Agreement.


 


A-2









 





ELECTION




The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to
include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and
listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire,
agrees to be bound with respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without
limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned
Selling Securityholder were an original party thereto.



Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling
Securityholder will be required to deliver to the Issuers and Trustee the Notice of Transfer set
forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights
Agreement.


 


A-3









 





The Selling Securityholder hereby provides the following information to the Issuers and represents
and warrants that such information is accurate and complete:



QUESTIONNAIRE




	 	 	 	 	 	 	 	 	 
	(1)	 	(a)	 	Full Legal Name of Selling Securityholder:
	 
	 	 	 	 	 	 	 	 
	 	 	(b)	 	Full Legal Name of Registered Holder (if not the same as in (a) above) of
Registrable Securities Listed in Item (3) below:
	 
	 	 	 	 	 	 	 	 
	 	 	(c)	 	Full Legal Name of DTC Participant (if applicable and if not the same as (b)
above) Through Which Registrable Securities Listed in Item (3) below are Held:
	 
	 	 	 	 	 	 	 	 
	(2)	 	Address for Notices to Selling Securityholder:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telephone:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	Fax:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	Contact Person:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	(3)	 	Beneficial Ownership of Securities:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(a)	 	Principal amount of Registrable Securities beneficially owned:	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	CUSIP No(s). of such Registrable Securities:	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(b)	 	Principal amount of Securities other than Registrable Securities beneficially owned:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	CUSIP No(s). of such
other Securities:	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(c)	 	Principal amount of Registrable Securities which the undersigned wishes to be
included in the Shelf Registration Statement:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(4)	 	Beneficial Ownership of Other Securities of the Issuers:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Except as set forth below in this Item (4), the undersigned Selling Securityholder is not
the beneficial or registered owner of any other securities of the Issuers, other than the
Securities listed above in Item (3).
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	State any exceptions here:





 


A-4









 






	(5)	 	Relationships with the Issuers:

	 
	 	 	Except as set forth below, neither the Selling Securityholder nor any of its affiliates,
officers, directors or principal equity holders (5% or more) has held any position or office
or has had any other material relationship with the Issuers (or its predecessors or
affiliates) during the past three years.

	 
	 	 	State any exceptions here:

	 
	(6)	 	Plan of Distribution:

	 
	 	 	Except as set forth below, the undersigned Selling Securityholder intends to distribute the
Registrable Securities listed above in Item (3) only as follows (if at all): Such
Registrable Securities may be sold from time to time directly by the undersigned Selling
Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such
Registrable Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at the time of
sale, or at negotiated prices. Such sales may be effected in transactions (which may involve
crosses or block transactions) (i) on any national securities exchange or quotation service
on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges or services
or in the over-the-counter market, or (iv) through the writing of options. In connection
with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter
into hedging transactions with broker-dealers, which may in turn engage in short sales of
the Registrable Securities in the course of hedging the positions they assume. The Selling
Securityholder may also sell Registrable Securities short and deliver Registrable Securities
to close out such short positions, or loan or pledge Registrable Securities to
broker-dealers that in turn may sell such securities.

	 
	 	 	State any exceptions here:






By signing below, the Selling Securityholder acknowledges that it understands its obligation to
comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and
regulations thereunder, particularly Regulation M.



In the event that the Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such information is provided to the
Issuers, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration
Rights Agreement.



By signing below, the Selling Securityholder consents to the disclosure of the information
contained herein in its answers to Items (1) through (6) above and the inclusion of such
information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Issuers in connection with the
preparation of the Shelf Registration Statement and related Prospectus.


 


A-5









 





In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and
Registration Rights Agreement to provide such information as may be required by law for inclusion
in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the
Issuers of any inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect.
All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made
in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as
follows:




	(i)	 	To the Issuers:






DynCorp International LLC

8445 Freeport Parkway, Suite 400

Irving, Texas 75063

Attention: Chief Financial Officer





	(ii)	 	With a copy to:






Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Michael R. Littenberg, Esq.




Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the
Issuers’ counsel, the terms of this Notice and Questionnaire, and the representations and
warranties contained herein, shall be binding on, shall inure to the benefit of and shall be
enforceable by the respective successors, heirs, personal representatives, and assigns of the
Issuers and the Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be governed
in all respects by the laws of the State of New York.


 


A-6









 





IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.



	 	 	 	 	 
	Dated:                      	





Selling Securityholder

(Print/type full legal name of beneficial owner of

Registrable Securities)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE
[DEADLINE FOR RESPONSE] TO THE ISSUERS’ COUNSEL AT:



Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Michael R. Littenberg, Esq.



 


A-7









 





Exhibit B




NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT




[Name of Trustee]

[Name of Issuer]

c/o [Name of Trustee]

[Address of Trustee]




Attention: Trust Officer




	 	 	 	 	 
	 

	 	Re:
	 	DynCorp International LLC

and DIV Capital Corporation (the “Issuers”)

9.500% Senior Subordinated Notes due 2013






Dear Sirs:



Please be advised that
 _____ 
has transferred $_____ 
aggregate
principal amount of the above-referenced Notes pursuant to an effective Registration Statement on
Form [_____] (File No. 333-_____) filed by the Issuers.



We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933,
as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as
a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such
owner’s name.



Dated:



	 	 	 	 	 
	 	Very truly yours,
 	 
	 	 	
(Name)

 	 
	 	By:  	 	 
	 	 	(Authorized Signature) 	 
	 	 	 	 
	 




 


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