Exhibit 10.1





Exhibit 10.1




FIRST AMENDMENT




This First Amendment (the “Amendment”) to the Credit Agreement referred to below is
dated as of March 6, 2009 and effective in accordance with Section 3 below, by and among
DYNCORP INTERNATIONAL INC., a Delaware corporation (“Holdings”), DYNCORP INTERNATIONAL LLC,
a Delaware limited liability company (the “Borrower”), certain Subsidiaries of the Borrower
party hereto (the “Subsidiary Guarantors”), the lenders party hereto (collectively, the
“Consenting Lenders”) pursuant to an authorization (in the form attached hereto as
Exhibit A, each a “Lender Authorization”) and WACHOVIA BANK, NATIONAL ASSOCIATION,
as administrative agent (the “Administrative Agent”) for the Lenders party to the Credit
Agreement referred to below.



STATEMENT OF PURPOSE:




The Borrower, the Consenting Lenders, certain other financial institutions and the
Administrative Agent are parties to the Credit Agreement dated as of July 28, 2008 (as amended,
restated, supplemented or otherwise modified prior to the date hereof, the “Credit
Agreement”).



The Borrower has requested that the Administrative Agent and the Lenders agree to amend the
Credit Agreement as more specifically set forth herein.



Subject to the terms and conditions set forth herein, the Administrative Agent and the
Consenting Lenders have agreed to grant such requests of the Borrower.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



1. Capitalized Terms. Except as otherwise provided herein, all capitalized undefined
terms used in this Amendment (including, without limitation, in the introductory paragraph and the
statement of purpose hereto) shall have the meanings assigned thereto in the Credit Agreement.



2. Credit Agreement Amendments. The Credit Agreement is hereby amended as follows:



(a) Amendment to Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended by deleting the following sentence from the end of the definition of “Excess Cash Flow”:



“Notwithstanding the foregoing, Excess Cash Flow with respect to the Fiscal
Year ending April 3, 2009 shall be calculated solely on the basis of the second,
third and fourth Fiscal Quarters of such Fiscal Year.”



(b) Excess Cash Flow Mandatory Prepayment. Section 4.4(b)(v) of the Credit
Agreement is hereby amended and restated in its entirety as follows:



“(v) Excess Cash Flow.



(i) Excess Cash Flow Prepayment. No later than one hundred
(100) days after the end of any Fiscal Year (commencing with the Fiscal Year
ending on April 3, 2009), the Borrower shall make mandatory principal
prepayments of the Loans in the manner set forth in clause (vi)
below in an amount equal to the sum of (A) Excess Cash Flow, if any, for
such Fiscal Year multiplied by the ECF Percentage less (B)
the sum of (1) the aggregate principal amount of all optional prepayments of
Revolving Credit Loans made pursuant to Section 2.4(c) during


 


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such Fiscal Year solely to the extent that the Revolving Credit
Commitment is reduced by a corresponding amount pursuant to Section
2.5(a) and (2) the aggregate principal amount of all optional
prepayments of the Term Loans made pursuant to Section 4.4(a) during
such Fiscal Year, in each case with respect to the optional prepayments
described in the foregoing clauses (1) and (2), solely to the extent that
such prepayments are not funded with the incurrence of any Indebtedness.
“ECF Percentage” means the percentage set forth in the table below
based on the Consolidated Total Leverage Ratio as of the end of the Fiscal
Year in respect of which the amount of the mandatory prepayment pursuant to
this clause (v)(i) is being calculated:



	 	 	 	 	 
	Consolidated Total Leverage Ratio	 	ECF Percentage
	Greater than or equal to 3.0 to 1.0

	 	 	50	%
	Less than 3.0 to 1.0, but greater than or equal to 2.0 to 1.0

	 	 	25	%
	Less than 2.0 to 1.0

	 	 	0	%






(ii) Right to Reject Prepayment. Notwithstanding anything to
the contrary set forth in this Agreement or any other Loan Document, any
Term Loan Lender, at its option, may elect not to accept any mandatory
prepayment required pursuant to the foregoing clause (v)(i). Upon
receipt by the Administrative Agent of any such mandatory prepayment of Term
Loans, the amount of the mandatory prepayment that is available to prepay
the Term Loans (the “Prepayment Amount”) shall be deposited with the
Administrative Agent and, promptly after the date of such receipt, the
Administrative Agent shall give written notice to the Term Loan Lenders of
the amount available to prepay the Term Loans and the date on which such
prepayment shall be made (the “Prepayment Date”), which date shall
be no later than ten (10) days after the date of such receipt. Any Lender
declining such prepayment (each, a “Declining Lender”) shall give
written notice thereof to the Administrative Agent by 11:00 a.m. two (2)
Business Days immediately preceding the Prepayment Date. On the Prepayment
Date, an amount equal to that portion of the Prepayment Amount accepted by
the Term Loan Lenders other than the Declining Lenders (such accepting
Lenders, the “Accepting Lenders”) to prepay Term Loans owing to such
Accepting Lenders shall be applied ratably by the Administrative Agent to
prepay Term Loans owing to such Accepting Lenders in the manner described in
clause (vi) below for such mandatory prepayment. Any amounts that
would otherwise have been applied to prepay Term Loans owing to Declining
Lenders shall be returned to the Borrower on the Prepayment Date.”



(c) Limitation on Restricted Payments. Section 11.6(f) of the Credit
Agreement is hereby amended and restated in its entirety as follows:



“(f) so long as no Default or Event of Default has occurred and is continuing
or would result from such distribution, the Borrower may declare and make (and each
Subsidiary of the Borrower may declare and make to enable the Borrower to do the
same) Restricted Payments to Holdings so that Holdings may, and Holdings shall be
permitted to, declare and pay dividends to the holders of its Capital Stock and
repurchase, redeem or otherwise acquire for value any Capital Stock of Holdings
(collectively, the “share 


 


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repurchases”); provided, that the aggregate amount of all such
dividends and share repurchases (after giving effect to such dividends and share
repurchase) shall not exceed $25,000,000 in any Fiscal Year less the
aggregate amount of all payments, prepayments, redemptions and other acquisitions
for value of the Senior Subordinated Notes made pursuant to Section
11.9(b)(D) during such Fiscal Year unless, both immediately prior to and after
giving pro forma effect to such dividend or share repurchase, (i)
the ratio of (A) the sum of (x) Consolidated Total Indebtedness as of the most
recently ended Fiscal Quarter ending on or immediately prior to such dividend or
share repurchase for which financial statements are available (such date, the
“repurchase calculation date”), minus (y) if, as of the repurchase
calculation date, there are no Revolving Credit Loans then outstanding, the amount
of unencumbered cash and Cash Equivalents (other than cash and Cash Equivalents
encumbered by Liens securing the Obligations hereunder) held by Holdings and its
Subsidiaries on such repurchase calculation date to (B) Consolidated EBITDA for the
period of four (4) consecutive Fiscal Quarters ending on or immediately prior to
such repurchase calculation date is less than 2.00 to 1.00 and (ii) the amount by
which the aggregate Revolving Credit Commitment as of the repurchase calculation
date exceeds the Revolving Credit Outstandings as of the repurchase calculation date
is greater than $100,000,000;”



(d) Prepayments of Senior Subordinated Notes. Section 11.9(b) of the Credit
Agreement is hereby amended by adding the following new clause (D) thereto:



“(D) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, payments, prepayments, redemptions or
other acquisitions for value of the Senior Subordinated Notes;
provided, that the aggregate principal amount of all such payments,
prepayments, redemptions or other acquisitions for value shall not exceed
$25,000,000 in any Fiscal Year less the aggregate amount of all
dividends and share repurchases made pursuant to Section 11.6(f)
during such Fiscal Year unless, both immediately prior to and after giving
pro forma effect to such payment, prepayment, redemption or
other acquisition, (i) the ratio of (A) the sum of (x) Consolidated Total
Indebtedness as of the most recently ended Fiscal Quarter ending on or
immediately prior to such payment, prepayment, redemption or acquisition for
which financial statements are available (such date, the “calculation
date”) minus (y) if, as of the calculation date, there are no
Revolving Credit Loans then outstanding, the amount of unencumbered cash and
Cash Equivalents (other than cash and Cash Equivalents encumbered by Liens
securing the Obligations hereunder) held by Holdings and its Subsidiaries on
such calculation date to (B) Consolidated EBITDA for the period of four (4)
consecutive Fiscal Quarters ending on or immediately prior to such
calculation date is less than 2.00 to 1.00 and (ii) the amount by which the
aggregate Revolving Credit Commitment as of the calculation date exceeds the
Revolving Credit Outstandings as of the calculation date is greater than
$100,000,000.”



3. Conditions to Effectiveness. Upon the satisfaction of each of the following
conditions, this Amendment shall be deemed to be effective:




(a) the Administrative Agent shall have received counterparts of this Amendment
executed by the Administrative Agent (on behalf of itself and each of the Consenting Lenders
by virtue of each Consenting Lender’s execution of a Lender Authorization), Holdings, the
Borrower and each of the Subsidiary Guarantors;


 


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(b) the Administrative Agent shall have received executed Lender Authorizations (or,
with respect to the Administrative Agent in its capacity as a Lender, an executed
counterpart of this Amendment) from the Required Lenders;




(c) the Administrative Agent shall have been paid the fees separately agreed to among
Wachovia Capital Markets, LLC, the Administrative Agent and the Borrower;




(d) the Borrower shall have paid to the Administrative Agent (or its applicable
affiliates), for the account of each Consenting Lender (including the Administrative Agent
in its capacity as a Lender) that executes and delivers this Amendment or a Lender
Authorization to the Administrative Agent (or its counsel) on or prior to 5:00 p.m. (Eastern
Time) on March 6, 2009, an amendment fee in an amount equal to 12.5 basis points
multiplied by the aggregate amount of such Lender’s Revolving Credit Commitment and
the aggregate outstanding principal amount of such Lender’s Term Loans; and




(e) the Administrative Agent shall have received such other instruments, documents and
certificates as the Administrative Agent shall reasonably request in connection with the
execution of this Amendment.



4. Effect of the Agreement. Except as expressly provided herein, the Credit Agreement
and the other Loan Documents shall remain unmodified and in full force and effect. Except as
expressly set forth herein, this Amendment shall not be deemed (a) to be a waiver of, or consent
to, a modification of or amendment of, any other term or condition of the Credit Agreement or any
other Loan Document, (b) to prejudice any other right or rights which the Administrative Agent or
the Lenders may now have or may have in the future under or in connection with the Credit
Agreement, as modified hereby, or the other Loan Documents or any of the instruments or agreements
referred to therein, as the same may be amended, restated, supplemented or otherwise modified from
time to time, (c) to be a commitment or any other undertaking or expression of any willingness to
engage in any further discussion with the Borrower or any other Person with respect to any waiver,
amendment, modification or any other change to the Credit Agreement or the Loan Documents or any
rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them,
under or with respect to any such documents or (d) to be a waiver of, or consent to or a
modification or amendment of, any other term or condition of any other agreement by and among the
Borrower, on the one hand, and the Administrative Agent or any other Lender, on the other hand.
References in the Credit Agreement, as modified hereby, to “this Agreement” (and indirect
references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the
Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.



5. Representations and Warranties/No Default. By their execution hereof, Holdings,
the Borrower and each of the Subsidiary Guarantors hereby certifies, represents and warrants to the
Administrative Agent and the Lenders that:




(a) after giving effect to the amendments set forth in Section 2 above, each of
the representations and warranties set forth in the Credit Agreement and the other Loan
Documents is true, correct and complete in all material respects as of the date hereof,
except for any representation and warranty made as of an earlier date, which representation
and warranty shall remain true, correct and complete as of such earlier date;
provided, that any representation or warranty that is qualified by materiality or by
reference to Material Adverse Effect shall be true, correct and complete in all respects as
of the date hereof;




(b) no Default or Event of Default has occurred or is continuing;


 


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(c) it has the right, power and authority and has taken all necessary corporate and
other action to authorize the execution, delivery and performance of this Amendment and each
of the other documents executed in connection herewith to which it is a party in accordance
with their respective terms and the transactions contemplated hereby; and




(d) this Amendment and each other document executed in connection herewith has been
duly executed and delivered by the duly authorized officers of Holdings, the Borrower and
each of the Subsidiary Guarantors, and each such document constitutes the legal, valid and
binding obligation of Holdings, the Borrower and each of the Subsidiary Guarantors,
enforceable in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar state or federal debtor relief laws from
time to time in effect which affect the enforcement of creditors’ rights in general and the
availability of equitable remedies.



6. Reaffirmations. Each Credit Party (a) agrees that the transactions contemplated by
this Amendment shall not limit or diminish the obligations of such Person under, or release such
Person from any obligations under, the Credit Agreement (as modified hereby), the Holdings Guaranty
Agreement, the Subsidiary Guaranty Agreement, the Collateral Agreement and each other Security
Document to which it is a party, (b) confirms and reaffirms its obligations under the Credit
Agreement (as modified hereby), the Holdings Guaranty Agreement, the Subsidiary Guaranty Agreement,
the Collateral Agreement and each other Security Document to which it is a party and (c) agrees
that the Credit Agreement (as modified hereby), the Holdings Guaranty Agreement, the Subsidiary
Guaranty Agreement, the Collateral Agreement and each other Security Document to which it is a
party remain in full force and effect and are hereby reaffirmed.



7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



8. Counterparts. This Amendment may be executed by one or more of the parties hereto
in any number of separate counterparts and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.



9. Electronic Transmission. A facsimile, telecopy, pdf or other reproduction of this
Amendment may be executed by one or more parties hereto, and an executed copy of this Amendment may
be delivered by one or more parties hereto by facsimile or similar instantaneous electronic
transmission device pursuant to which the signature of or on behalf of such party can be seen, and
such execution and delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an original of this Amendment
as well as any facsimile, telecopy, pdf or other reproduction hereof.



[Signature Pages Follow]



 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date and year first above written.



	 	 	 	 	 
	 	HOLDINGS:
 
DYNCORP INTERNATIONAL INC.

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Sr. Vice President, CFO & Treasurer 	 
	 
	 	BORROWER:
 
DYNCORP INTERNATIONAL LLC

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	SUBSIDIARY GUARANTORS:
 
DIV CAPITAL CORPORATION, as Subsidiary
Guarantor

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	DYNCORP AEROSPACE OPERATIONS LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 



[Signature pages continue]




[First Amendment–DynCorp International LLC]





 


 









 







	 	 	 	 	 
	 	DTS AVIATION SERVICES LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	DYN MARINE SERVICES LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	DYN MARINE SERVICES OF VIRGINIA LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	DYNCORP INTERNATIONAL SERVICES LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	SERVICES INTERNATIONAL LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 





[Signature pages continue]



[First Amendment–DynCorp International LLC]



 


 









 







	 	 	 	 	 
	 	WORLDWIDE HUMANITARIAN SERVICES LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	WORLDWIDE RECRUITING AND STAFFING SERVICES LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	GLOBAL LINGUIST SOLUTIONS LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Michael J. Thorne
 	 
	 	 	Name:  	Michael J. Thorne 	 
	 	 	Title:  	Treasurer 	 
	 



[Signature pages continue]




[First Amendment–DynCorp International LLC]




 


 









 







	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent (on behalf of itself and the
Consenting Lenders who have executed a Lender
Authorization) and as Issuing Lender, Swingline
Lender and a Lender

 	 
	 	By:  	/s/ Robert Sevin
 	 
	 	 	Name:  	Robert Sevin 	 
	 	 	Title:  	Director 	 
	 



[First Amendment–DynCorp International LLC]




 


 









 





Exhibit A




Form of Lender Authorization



 


 









 







LENDER AUTHORIZATION




First Amendment to DynCorp International LLC Credit Agreement




March 6, 2009




Wachovia Bank, National Association, as Administrative Agent

NC0680

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention: Syndication Agency Services




	 	 	 	 	 
	 

	 	Re:
	 	First Amendment (the “Amendment”) dated as of March 6, 2009 to that
certain Credit Agreement dated as of July 28, 2008 (as amended, the “Credit
Agreement”) by and among DynCorp International Inc. (“Holdings”), DynCorp
International LLC (the “Borrower”), the banks and financial institutions party
thereto, as lenders (the “Lenders”), and Wachovia Bank, National Association,
as administrative agent (the “Administrative Agent”)







This Authorization acknowledges our receipt and review of the execution copy of the Amendment
in the form posted on SyndTrak Online. By executing this Authorization, we hereby approve the
Amendment and authorize the Administrative Agent to execute and deliver the Amendment on our
behalf.



Each financial institution executing this Authorization agrees or reaffirms that it shall be a
party to the Amendment and the other Loan Documents (as defined in the Credit Agreement) to which
Lenders are parties and shall have the rights and obligations of a Lender (as defined in the Credit
Agreement), and agrees to be bound by the terms and provisions applicable to a “Lender”, under each
such agreement. In furtherance of the foregoing, each financial institution executing this
Authorization agrees to execute any additional documents reasonably requested by the Administrative
Agent to evidence such financial institution’s rights and obligations under the Credit Agreement.



A facsimile, telecopy, pdf or other reproduction of this Authorization may be executed by one
or more parties hereto, and an executed copy of this Authorization may be delivered by one or more
parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such execution and delivery
shall be considered valid, binding and effective for all purposes.



	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	[Insert name of applicable financial institution]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: