Sample Business Contracts

Execution Version

SUBSIDIARY GUARANTY AGREEMENT

dated as of July 28, 2008

by and among

Certain Domestic Subsidiaries of
DYNCORP INTERNATIONAL INC.,

as Subsidiary Guarantors,

in favor of

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent

TABLE OF CONTENTS

		Page
ARTICLE I DEFINED TERMS			1
SECTION 1.1 Definitions			1
SECTION 1.2 Other Definitional Provisions			2
ARTICLE II SUBSIDIARY GUARANTY			2
SECTION 2.1 Subsidiary Guaranty			2
SECTION 2.2 Bankruptcy Limitations on Subsidiary Guarantors			2
SECTION 2.3 Agreements for Contribution			3
SECTION 2.4 Nature of Subsidiary Guaranty			4
SECTION 2.5 Waivers			5
SECTION 2.6 Additional Guarantor Waivers and Agreements			6
SECTION 2.7 Modification of Loan Documents, etc			7
SECTION 2.8 Demand by the Administrative Agent			8
SECTION 2.9 Remedies			8
SECTION 2.10 Benefits of Subsidiary Guaranty			8
SECTION 2.11 Termination; Reinstatement			8
SECTION 2.12 Payments			9
ARTICLE III REPRESENTATIONS AND WARRANTIES			9
ARTICLE IV MISCELLANEOUS			10
SECTION 4.1 Notices			10
SECTION 4.2 Amendments, Waivers and Consents			10
SECTION 4.3 Expenses, Indemnification, Waiver of Consequential Damages, etc			10
SECTION 4.4 Governing Law; Jurisdiction; Venue; Service of Process			11
SECTION 4.5 Waiver of Jury Trial			11
SECTION 4.6 Injunctive Relief; Punitive Damages			12
SECTION 4.7 No Waiver by Course of Conduct, Cumulative Remedies			12
SECTION 4.8 Successors and Assigns			12
SECTION 4.9 Survival of Indemnities			12
SECTION 4.10 All Powers Coupled With Interest			12
SECTION 4.11 Titles and Captions			13
SECTION 4.12 Severability			13
SECTION 4.13 Counterparts; Integration, Effectiveness			13
SECTION 4.14 Advice of Counsel, No Strict Construction			13
SECTION 4.15 Acknowledgements			13
SECTION 4.16 Releases			14
SECTION 4.17 Additional Subsidiary Guarantors			14
SECTION 4.18 Secured Parties			14
SECTION 4.19 Joint and Several Liability			14

 i

SUBSIDIARY GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Subsidiary Guaranty"), dated as of July 28, 2008, is made by certain Domestic Subsidiaries of DYNCORP INTERNATIONAL INC., a Delaware corporation ("Holdings") (such Subsidiaries, collectively, the "Subsidiary Guarantors", each, a "Subsidiary Guarantor"), in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent") for the ratable benefit of the Secured Parties.

STATEMENT OF PURPOSE

Pursuant to the terms of the Credit Agreement of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among Holdings, DynCorp International LLC, a Delaware limited liability company (the "Borrower"), the banks and other financial institutions from time to time party thereto (the "Lenders") and the Administrative Agent, the Lenders have agreed to make Extensions of Credit to the Borrower upon the terms and subject to the conditions set forth therein.

Holdings, the Borrower and the Subsidiary Guarantors, though separate legal entities, comprise one integrated financial enterprise, and all Extensions of Credit to the Borrower will inure, directly or indirectly, to the benefit of each of the Subsidiary Guarantors.

It is a condition precedent to the obligation of the Lenders to make their respective Extensions of Credit to the Borrower under the Credit Agreement that the Subsidiary Guarantors shall have executed and delivered this Subsidiary Guaranty to the Administrative Agent, for the ratable benefit of the Secured Parties.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective Extensions of Credit to the Borrower thereunder, the Subsidiary Guarantors hereby agree with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows:

ARTICLE I

DEFINED TERMS

SECTION 1.1 Definitions. The following terms when used in this Subsidiary Guaranty shall have the meanings assigned to them below:

"Additional Guarantor" means each Domestic Subsidiary of Holdings which hereafter becomes a Subsidiary Guarantor pursuant to Section 4.18 hereof and Section 9.11 of the Credit Agreement.

"Applicable Insolvency Laws" means all Applicable Law governing bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, 11 U.S.C. Sections 544, 547, 548 and 550 and other "avoidance" provisions of Title 11 of the United States Code, as amended or supplemented).

"Guaranteed Obligations" has the meaning set forth in Section 2.1.

SECTION 1.2 Other Definitional Provisions. Capitalized terms used and not otherwise defined in this Subsidiary Guaranty, including the preambles and recitals hereof, shall have the meanings ascribed to them in the Credit Agreement. In the event of a conflict between capitalized terms defined herein and in the Credit Agreement, the Credit Agreement shall control. The words "hereof," "herein", "hereto" and "hereunder" and words of similar import when used in this Subsidiary Guaranty shall refer to this Subsidiary Guaranty as a whole and not to any particular provision of this Subsidiary Guaranty, and Section references are to this Subsidiary Guaranty unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Subsidiary Guarantor, shall refer to such Subsidiary Guarantor's Collateral or the relevant part thereof.

ARTICLE II

SUBSIDIARY GUARANTY

SECTION 2.1 Subsidiary Guaranty. Each Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, unconditionally guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties, and their respective permitted successors, endorsees, transferees and assigns, the prompt payment and performance of all Obligations, whether primary or secondary (whether by way of endorsement or otherwise), whether now existing or hereafter arising, whether or not from time to time reduced or extinguished (except by payment thereof) or hereafter increased or incurred, whether enforceable or unenforceable as against Holdings, the Borrower or any other Person, whether or not discharged, stayed or otherwise affected by any Applicable Insolvency Law or proceeding thereunder, whether created directly with the Administrative Agent or any Secured Party or acquired by the Administrative Agent or any Secured Party through assignment or endorsement or otherwise, whether matured or unmatured, whether joint or several, as and when the same become due and payable (whether at stated maturity or earlier, by reason of acceleration, mandatory repayment or otherwise), in accordance with the terms of any such instruments evidencing any such obligations, including all renewals, extensions or modifications thereof (all of the foregoing being hereafter collectively referred to as the "Guaranteed Obligations").

SECTION 2.2 Bankruptcy Limitations on Subsidiary Guarantors. Notwithstanding anything to the contrary contained in Section 2.1, it is the intention of each Subsidiary Guarantor and the Secured Parties that, in any proceeding involving the bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution or insolvency or any similar proceeding with respect to any Subsidiary Guarantor or its assets, the amount of such Subsidiary Guarantor's obligations with respect to the Guaranteed Obligations shall be equal to, but not in excess of, the maximum amount thereof not subject to avoidance or recovery by operation of Applicable Insolvency Laws after giving effect to Section 2.3(a). To that end, but only in the event and to the extent that after giving effect to Section 2.3(a) such Subsidiary Guarantor's obligations with respect to the Guaranteed Obligations or any payment made pursuant to such Guaranteed Obligations would, but for the operation of the first sentence of this Section 2.2, be subject to avoidance or recovery in any such proceeding under Applicable Insolvency Laws after giving effect to Section 2.3(a), the amount of such Subsidiary Guarantor's obligations with respect to the Guaranteed Obligations shall be limited to the largest amount which, after giving effect thereto, would not, under Applicable Insolvency Laws, render such Subsidiary Guarantor's obligations with respect to the Guaranteed Obligations unenforceable or avoidable or otherwise subject to recovery under Applicable Insolvency Laws. To the extent any payment actually made pursuant to the Guaranteed Obligations exceeds the limitation of the first sentence of this Section 2.2 and is otherwise subject to avoidance and recovery in any such proceeding under Applicable Insolvency Laws, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment exceeds such limitation and the Guaranteed Obligations as limited by the first sentence of this Section 2.2 shall in all events remain in full force and effect and be fully enforceable against such Subsidiary Guarantor. The first sentence of this Section 2.2 is intended solely to preserve the rights of the Secured Parties and the Administrative Agent hereunder against such Subsidiary Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither Holdings, the Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor, any other guarantor, nor any other Person shall have any right or claim under such sentence that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

SECTION 2.3 Agreements for Contribution.

(a) Right of Contribution. The Subsidiary Guarantors hereby agree among themselves that, if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Subsidiary Guarantor shall have a right of contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor's Contribution Share (as defined below) of such Excess Payment. The payment obligations of any Subsidiary Guarantor under this Section 2.3(a) shall be subordinate and subject in right of payment to the Guaranteed Obligations until such time as the Guaranteed Obligations (other than (i) any contingent indemnification obligations not yet due and (ii) the Specified Obligations) have been indefeasibly paid in full in cash and the Revolving Credit Commitments terminated, and none of the Subsidiary Guarantors shall exercise any right or remedy under this Section 2.3(a) against any other Subsidiary Guarantor until such Guaranteed Obligations (other than (i) any contingent indemnification obligations not yet due and (ii) the Specified Obligations) have been indefeasibly paid in full in cash and the Revolving Credit Commitments terminated. For purposes of this Section 2.3(a), (i) "Excess Payment" shall mean the amount paid by any Subsidiary Guarantor in excess of its Ratable Share (as defined below) of any Guaranteed Obligations; (ii) "Ratable Share" shall mean, for any Subsidiary Guarantor in respect of any payment of Guaranteed Obligations, the ratio (expressed as a percentage) as of the date of such payment of Guaranteed Obligations of (A) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (including probable contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder) to (B) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including probable contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors hereunder) of all of the Subsidiary Guarantors; provided, however, that, for purposes of calculating the Ratable Shares of the Subsidiary Guarantors in respect of any payment of Guaranteed Obligations, any Subsidiary Guarantor that became a Subsidiary Guarantor subsequent to the date of any such payment shall be deemed to have been a Subsidiary Guarantor on the date of such payment and the financial information for such Subsidiary Guarantor as of the date such Subsidiary Guarantor became a Subsidiary Guarantor shall be utilized for such Subsidiary Guarantor in connection with such payment; and (iii) "Contribution Share" shall mean, for any Subsidiary Guarantor in respect of any Excess Payment made by any other Subsidiary Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (A) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (including probable contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder) to (B) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Subsidiary Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including probable contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors) of all of the Subsidiary Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Subsidiary Guarantors in respect of any Excess Payment, any Subsidiary Guarantor that became a Subsidiary Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Subsidiary Guarantor on the date of such Excess Payment and the financial information for such Subsidiary Guarantor as of the date such Subsidiary Guarantor became a Subsidiary Guarantor shall be utilized for such Subsidiary Guarantor in connection with such Excess Payment. Each of the Subsidiary Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. This Section 2.3 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Subsidiary Guarantor may have under Applicable Law against the Borrower in respect of any payment of Guaranteed Obligations.

(b) No Subrogation. Notwithstanding any payment or payments by any of the Subsidiary Guarantors hereunder, or any set-off or application of funds of any of the Subsidiary Guarantors by the Administrative Agent or any Secured Party, or the receipt of any amounts by the Administrative Agent or any Secured Party with respect to any of the Guaranteed Obligations, none of the Subsidiary Guarantors shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Secured Party against Holdings, the Borrower, the other Subsidiary Guarantors, any other guarantor, any other Person or against any collateral security held by the Administrative Agent or any Secured Party for the payment of the Guaranteed Obligations nor shall any of the Subsidiary Guarantors seek any reimbursement from Holdings, the Borrower, any of the other Subsidiary Guarantors, any other guarantor or any other Person in respect of payments made by such Subsidiary Guarantor in connection with the Guaranteed Obligations, until all amounts owing to the Administrative Agent and the Secured Parties on account of the Guaranteed Obligations (other than (i) any contingent indemnification obligations not yet due and (ii) the Specified Obligations) are indefeasibly paid in full in cash and the Revolving Credit Commitments are terminated. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations (other than (i) any contingent indemnification obligations not yet due and (ii) the Specified Obligations) shall not have been indefeasibly paid in full in cash, such amount shall be held by such Subsidiary Guarantor in trust for the Administrative Agent, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by such Subsidiary Guarantor (duly endorsed by such Subsidiary Guarantor to the Administrative Agent, if required) to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as set forth in the Credit Agreement.

SECTION 2.4 Nature of Subsidiary Guaranty.

(a) Each Subsidiary Guarantor agrees that this Subsidiary Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Subsidiary Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by:

(i) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, the Credit Agreement, any other Loan Document, any Specified Hedge Agreement, any Specified Cash Management Arrangement or any other agreement, document or instrument to which Holdings, the Borrower, any Subsidiary Guarantor or any of their respective Subsidiaries or Affiliates is or may become a party;

(ii) the absence of any action to enforce this Subsidiary Guaranty, the Credit Agreement, any other Loan Document, any Specified Hedge Agreement or any Specified Cash Management Arrangement, or the waiver or consent by the Administrative Agent or any Secured Party with respect to any of the provisions of this Subsidiary Guaranty, the Credit Agreement, any other Loan Document, any Specified Hedge Agreement or any Specified Cash Management Arrangement;

(iii) the existence, value or condition of, or failure to perfect its Lien against, any security for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty);

(iv) any structural change in, restructuring of or other similar organizational change of Holdings, the Borrower, any Subsidiary Guarantor, any other guarantors or any of their respective Subsidiaries or Affiliates; or

(v) to the extent permitted by Applicable Law, any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment);

it being agreed by each Subsidiary Guarantor that, subject to the first sentence of Section 2.2, its obligations under this Subsidiary Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations (other than (i) any contingent indemnification obligations not yet due and (ii) the Specified Obligations) and the termination of the Revolving Credit Commitments.

(b) Each Subsidiary Guarantor represents, warrants and agrees that the Guaranteed Obligations and its obligations under this Subsidiary Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the defense of payment) against the Administrative Agent, the Secured Parties, Holdings or the Borrower whether now existing or which may arise in the future.

(c) Each Subsidiary Guarantor hereby agrees and acknowledges that the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Subsidiary Guaranty, and all dealings between the Borrower and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Subsidiary Guaranty.

SECTION 2.5 Waivers. To the extent permitted by Applicable Law, each Subsidiary Guarantor expressly waives all of the following rights and defenses (and agrees not to take advantage of or assert any such right or defense):

(a) any rights it may now or in the future have under any statute, or at law or in equity, or otherwise, to compel the Administrative Agent or any Secured Party to proceed in respect of the Guaranteed Obligations against Holdings, the Borrower, any other Subsidiary Guarantor, any other guarantor or any other Person or against any security for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Subsidiary Guarantor;

(b) any defense based upon the failure of the Administrative Agent or any Secured Party to commence an action in respect of the Guaranteed Obligations against Holdings, the Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor, any other guarantor or any other Person or any security for the payment and performance of the Guaranteed Obligations;

(c) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by such Subsidiary Guarantor of its obligations under, or the enforcement by the Administrative Agent or the Secured Parties of this Subsidiary Guaranty;

(d) any right of diligence, presentment, demand, protest and notice (except as specifically required herein or in any other Loan Document) of whatever kind or nature with respect to any of the Guaranteed Obligations and waives, to the fullest extent permitted by Applicable Law, the benefit of all provisions of Applicable Law which are or might be in conflict with the terms of this Subsidiary Guaranty; and

(e) any and all right to notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon, or acceptance of, this Subsidiary Guaranty.

Each Subsidiary Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Secured Party which is inconsistent with any of the foregoing waivers shall be null and void and may be ignored by the Administrative Agent or such Secured Party, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Subsidiary Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Subsidiary Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Credit Agreement, the other Loan Documents, the Specified Hedge Agreements and the Specified Cash Management Arrangements and, but for this Subsidiary Guaranty and such waivers, the Administrative Agent and the Secured Parties would decline to enter into the Credit Agreement, the other Loan Documents, the Specified Hedge Agreements and the Specified Cash Management Arrangements.

SECTION 2.6 Additional Guarantor Waivers and Agreements.

(a) Each Subsidiary Guarantor understands and acknowledges that if the Administrative Agent and the Secured Parties foreclose judicially or nonjudicially against any real property security for the Guaranteed Obligations, that foreclosure could impair or destroy any ability that such Subsidiary Guarantor may have to seek reimbursement, contribution, or indemnification from the Borrower or others based on any right such Subsidiary Guarantor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by such Subsidiary Guarantor under this Subsidiary Guaranty. Each Subsidiary Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Subsidiary Guarantor's rights, if any, may entitle such Subsidiary Guarantor to assert a defense to this Subsidiary Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v. Gradsky, 265 Cal. App. 2d 40 (1968). By executing this Subsidiary Guaranty, each Subsidiary Guaranty freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Subsidiary Guarantor will be fully liable under this Subsidiary Guaranty even though the Administrative Agent and the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Guaranteed Obligations; (ii) agrees that such Subsidiary Guarantor will not assert that defense in any action or proceeding which the Administrative Agent or the Secured Parties may commence to enforce this Subsidiary Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Subsidiary Guarantor in this Subsidiary Guaranty include any right or defense that such Subsidiary Guarantor may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Administrative Agent and the Secured Parties are relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Administrative Agent and the Secured Parties are receiving for creating the Obligations.

(b) Each Subsidiary Guarantor waives all rights and defenses that such Subsidiary Guarantor may have because any of the Guaranteed Obligations is secured by real property. This means, among other things: (i) the Administrative Agent and the Secured Parties may collect from such Subsidiary Guarantor without first foreclosing on any real or personal property collateral pledged by the other Credit Parties; and (ii) if the Administrative Agent or the Secured Parties foreclose on any real property collateral pledged by the other Credit Parties: (A) the amount of the Guaranteed Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) the Administrative Agent and the Secured Parties may collect from such Subsidiary Guarantor even if the Administrative Agent or the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Subsidiary Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses such Subsidiary Guarantor may have because any of the Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.

(c) Each Subsidiary Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure.

SECTION 2.7 Modification of Loan Documents, etc. Neither the Administrative Agent nor any Secured Party shall incur any liability to any Subsidiary Guarantor as a result of any of the following, and none of the following shall impair or release this Subsidiary Guaranty or any of the obligations of any Subsidiary Guarantor under this Subsidiary Guaranty:

(a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Guaranteed Obligations;

(b) any action under or in respect of the Credit Agreement, any other Loan Document, any Specified Hedge Agreement or any Specified Cash Management Arrangement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges;

(c) any amendment to, or modification of, in any manner whatsoever, the Credit Agreement, any other Loan Document, any Specified Hedge Agreement or any Specified Cash Management Arrangement;

(d) any extension or waiver of the time for performance by Holdings, the Borrower, any Subsidiary Guarantor, any other guarantor, or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under the Credit Agreement, any other Loan Document, any Specified Hedge Agreement or any Specified Cash Management Arrangement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance;

(e) the taking and holding of security or collateral for the payment of the Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the Secured Parties have been granted a Lien, to secure any Indebtedness of Holdings, the Borrower, any Subsidiary Guarantor, any other guarantor or any other Person to the Administrative Agent or the Secured Parties;

(f) the release of anyone who may be liable in any manner for the payment of any amounts owed by Holdings, the Borrower, any Subsidiary Guarantor, any other guarantor or any other Person to the Administrative Agent or any Secured Party;

(g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of Holdings, the Borrower, any Subsidiary Guarantor, any other guarantor or any other Person are subordinated to the claims of the Administrative Agent or any Secured Party; or

(h) any application of any sums by whomever paid or however realized to any Guaranteed Obligations owing by Holdings, the Borrower, any Subsidiary Guarantor, any other guarantor or any other Person to the Administrative Agent or any Secured Party in such manner as the Administrative Agent or any Secured Party shall determine in its reasonable discretion.

SECTION 2.8 Demand by the Administrative Agent. In addition to the terms set forth in this Article II and in no manner imposing any limitation on such terms, if all or any portion of the then outstanding Guaranteed Obligations are declared to be immediately due and payable, then the Subsidiary Guarantors shall, upon demand in writing therefor by the Administrative Agent to the Subsidiary Guarantors, pay all or such portion of the outstanding Guaranteed Obligations due hereunder then declared due and payable.

SECTION 2.9 Remedies. Upon the occurrence and during the continuance of any Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, enforce against the Subsidiary Guarantors their obligations and liabilities hereunder and exercise such other rights and remedies as may be available to the Administrative Agent hereunder, under the Credit Agreement, the other Loan Documents, the Specified Hedge Agreements, the Specified Cash Management Arrangements or otherwise.

SECTION 2.10 Benefits of Subsidiary Guaranty. The provisions of this Subsidiary Guaranty are for the benefit of the Administrative Agent and the Secured Parties and their respective permitted successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between the Borrower, the Administrative Agent and the Secured Parties, the obligations of the Borrower under the Credit Agreement, the other Loan Documents, the Specified Hedge Agreements or the Specified Cash Management Arrangements. In the event all or any part of the Guaranteed Obligations are transferred, endorsed or assigned by the Administrative Agent or any Secured Party to any Person or Persons as permitted under the Credit Agreement, any reference to an "Administrative Agent" or "Secured Party" herein shall be deemed to refer equally to such Person or Persons.

SECTION 2.11 Termination; Reinstatement.

(a) Subject to clause (c) below, this Subsidiary Guaranty shall remain in full force and effect until all the Guaranteed Obligations (other than (i) any contingent indemnification obligations not yet due and (ii) the Specified Obligations) and all the obligations of the Subsidiary Guarantors under this Subsidiary Guaranty shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments are terminated.

(b) No payment made by Holdings, the Borrower, any Subsidiary Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any Secured Party from Holdings, the Borrower, any Subsidiary Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors or any payment received or collected from such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors), remain liable for the obligations of the Subsidiary Guarantors up to the maximum liability of such Subsidiary Guarantor hereunder until the Guaranteed Obligations (other than (i) any contingent indemnification obligations not yet due and (ii) the Specified Obligations) and all the obligations of the Subsidiary Guarantors shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments are terminated.

(c) Notwithstanding anything to the contrary contained in this Subsidiary Guaranty, each Subsidiary Guarantor agrees that, if any payment made by Holdings, the Borrower, any Subsidiary Guarantor or any other Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any Secured Party to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, Holdings or any Subsidiary Guarantor, under any Applicable Law or equitable cause, then, to the extent of such payment or repayment, each Subsidiary Guarantor's liability hereunder (and any Lien or Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made, and, if prior thereto, this Subsidiary Guaranty shall have been terminated, canceled or surrendered (and if any Lien or Collateral securing such Subsidiary Guarantor's liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Subsidiary Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Subsidiary Guarantor in respect of the amount of such payment (or any Lien or Collateral securing such obligation).

SECTION 2.12 Payments. Any payments by the Subsidiary Guarantors shall be made to the Administrative Agent, to be credited and applied to the Guaranteed Obligations in accordance with Section 12.4 of the Credit Agreement, in immediately available Dollars to an account designated by the Administrative Agent or at the Administrative Agent's Office or at any other address that may be specified in writing from time to time by the Administrative Agent.

SECTION 2.13 Designation of Limited Subsidiary Guarantor. Notwithstanding anything contained herein to the contrary, on and after the designation of GLS as the Limited Subsidiary Guarantor pursuant to terms of Section 9.19 of the Credit Agreement, the amount of Guaranteed Obligations of GLS under this Subsidiary Guaranty shall be automatically limited to the aggregate principal amount of outstanding obligations of GLS to the Borrower at any date of determination pursuant to the GLS Loan Documents (the "Guaranty Limit"); provided that after the occurrence and during the continuance of an Event of Default, the Guaranty Limit shall only be reduced by principal amounts repaid under the GLS Loan Documents by GLS to the Borrower that have been deposited into a Deposit Account (other than an Excluded Account) with a Controlled Depositary (such terms, as defined in the Collateral Agreement).

ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Secured Parties to enter into the Loan Documents, the Specified Hedge Agreements and the Specified Cash Management Arrangements and to make any Extensions of Credit, each Subsidiary Guarantor hereby represents and warrants that each representation and warranty contained in Article VII of the Credit Agreement relating to such Subsidiary Guarantor is true and correct in all material respects as if made by such Subsidiary Guarantor herein; provided, that any representation or warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true and correct in all respects.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1 Notices. All notices and communications hereunder shall be given to the addresses and otherwise made in accordance with Section 14.1 of the Credit Agreement; provided that notices and communications to the Subsidiary Guarantors shall be directed to the Subsidiary Guarantors at the address of the Borrower set forth in Section 14.1 of the Credit Agreement.

SECTION 4.2 Amendments, Waivers and Consents. None of the terms, covenants, agreements or conditions of this Subsidiary Guaranty may be waived, amended, supplemented or otherwise modified, nor may any consent be given, except in accordance with Section 14.2 of the Credit Agreement.

SECTION 4.3 Expenses, Indemnification, Waiver of Consequential Damages, etc.

(a) The Subsidiary Guarantors shall, jointly and severally, pay all reasonable out-of-pocket expenses (including, without limitation, fees, charges and disbursements of counsel) incurred by the Administrative Agent and each Secured Party to the extent the Borrower would be required to do so pursuant to Section 14.3 of the Credit Agreement.

(b) The Subsidiary Guarantors shall, jointly and severally, pay and indemnify each Indemnitee (which for purposes of this Subsidiary Guaranty shall include, without limitation, all Secured Parties) against Indemnified Taxes and Other Taxes to the extent the Borrower would be required to do so pursuant to Section 5.11 of the Credit Agreement.

(c) The Subsidiary Guarantors shall, jointly and severally, indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant to Section 14.3 of the Credit Agreement.

(d) Notwithstanding anything to the contrary contained in this Subsidiary Guaranty, to the fullest extent permitted by Applicable Law, each Subsidiary Guarantor shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Subsidiary Guaranty, any other Loan Document, any Specified Hedge Agreement, any Specified Cash Management Arrangement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Extension of Credit or the use of the proceeds thereof.

(e) No Indemnitee referred to in this Section 4.3 shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Subsidiary Guaranty, the other Loan Documents, any Specified Hedge Agreements or any Specified Cash Management Arrangements or the transactions contemplated hereby or thereby.

(e) All amounts due under this Section 4.3 shall be payable promptly after demand therefor.

SECTION 4.4 Governing Law; Jurisdiction; Venue; Service of Process.

(a) Governing Law. This Subsidiary Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) Submission to Jurisdiction. Each Subsidiary Guarantor irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Subsidiary Guaranty or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Subsidiary Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any Secured Party may otherwise have to bring any action or proceeding relating to this Subsidiary Guaranty or any other Loan Document against any Subsidiary Guarantor or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each Subsidiary Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Subsidiary Guaranty or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 14.1 of the Credit Agreement. Nothing in this Subsidiary Guaranty will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

(e) Appointment of the Borrower as Agent for the Subsidiary Guarantors. Each Subsidiary Guarantor hereby irrevocably appoints and authorizes the Borrower to act as its agent for service of process and notices required to be delivered under this Subsidiary Guaranty or under the other Loan Documents, it being understood and agreed that receipt by the Borrower of any summons, notice or other similar item shall be deemed effective receipt by each Subsidiary Guarantor and its Subsidiaries.

SECTION 4.5 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSIDIARY GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SUBSIDIARY GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 4.6 Injunctive Relief; Punitive Damages.

(a) Each Subsidiary Guarantor recognizes that, in the event such Subsidiary Guarantor fails to perform, observe or discharge any of its obligations or liabilities under this Subsidiary Guaranty or any other Loan Document, any remedy of law may prove to be inadequate relief to the Administrative Agent and the Secured Parties. Therefore, each Subsidiary Guarantor agrees that the Administrative Agent and the Secured Parties, at the option of the Administrative Agent and the Secured Parties, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

(b) The Administrative Agent, the Secured Parties and each Subsidiary Guarantor hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that such Person may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.

SECTION 4.7 No Waiver by Course of Conduct, Cumulative Remedies. Neither the Administrative Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 4.2), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No delay or failure to take action on the part of the Administrative Agent or any Secured Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Secured Party would otherwise have on any future occasion. The enumeration of the rights and remedies of the Administrative Agent and the Secured Parties set forth in this Subsidiary Guaranty is not intended to be exhaustive and the exercise by the Administrative Agent and the Secured Parties of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise.

SECTION 4.8 Successors and Assigns. The provisions of this Subsidiary Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, that no Subsidiary Guarantor may assign or otherwise transfer any of its rights or obligations under this Subsidiary Guaranty without the prior written consent of the Administrative Agent and the Secured Parties (in accordance with the Credit Agreement).

SECTION 4.9 Survival of Indemnities. Notwithstanding any termination of this Subsidiary Guaranty, the indemnities to which the Administrative Agent and the Secured Parties are entitled under the provisions of Section 4.3 and any other provision of this Subsidiary Guaranty and the other Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Secured Parties against events arising after such termination as well as before.

SECTION 4.10 All Powers Coupled With Interest. All powers of attorney and other authorizations granted to the Secured Parties, the Administrative Agent and any Persons designated by the Administrative Agent or any Secured Party pursuant to any provisions of this Subsidiary Guaranty or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Guaranteed Obligations remain unpaid or unsatisfied, any of the Revolving Credit Commitments remain in effect or the Credit Facility has not been terminated.

SECTION 4.11 Titles and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Subsidiary Guaranty are for convenience only, and neither limit nor amplify the provisions of this Subsidiary Guaranty.

SECTION 4.12 Severability. Any provision of this Subsidiary Guaranty or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 4.13 Counterparts; Integration, Effectiveness. This Subsidiary Guaranty may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Subsidiary Guaranty and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Subsidiary Guaranty shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Subsidiary Guaranty by telecopy shall be effective as delivery of a manually executed counterpart of this Subsidiary Guaranty.

SECTION 4.14 Advice of Counsel, No Strict Construction. Each of the parties represents to each other party hereto that it has discussed this Subsidiary Guaranty with its counsel. The parties hereto have participated jointly in the negotiation and drafting of this Subsidiary Guaranty. In the event an ambiguity or question of intent or interpretation arises, this Subsidiary Guaranty shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Subsidiary Guaranty.

SECTION 4.15 Acknowledgements. Each Subsidiary Guarantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Subsidiary Guaranty and the other Loan Documents to which it is a party;

(b) it has received a copy of the Credit Agreement and has reviewed and understands same;

(c) neither the Administrative Agent nor any Secured Party has any fiduciary relationship with or duty to any Subsidiary Guarantor arising out of or in connection with this Subsidiary Guaranty or any of the other Loan Documents, and the relationship between the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(d) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby or thereby among the Secured Parties or among the Subsidiary Guarantors and the Secured Parties.

SECTION 4.16 Releases.

(a) At such time as the Guaranteed Obligations (other than (i) any contingent indemnification obligations not yet due and (ii) the Specified Obligations) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments have been terminated, this Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination or as may be reinstated after such termination) of the Administrative Agent and each Subsidiary Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. If all of the Capital Stock of any Subsidiary Guarantor shall be disposed of (including by merger or consolidation) in a transaction expressly permitted by the terms of the Credit Agreement, the guaranty provided hereby of such Subsidiary Guarantor shall automatically be discharged and released contemporaneously with such disposition without any further action by the Administrative Agent, any Lender or any other Person.

(b) Upon the designation of GLS as the Unrestricted Subsidiary pursuant to the terms of Section 9.19 of the Credit Agreement, all obligations of GLS hereunder shall terminate, all without delivery of any instrument or performance of any act by any party.

SECTION 4.17 Additional Subsidiary Guarantors. Each Subsidiary of Holdings that is required to become a party to this Subsidiary Guaranty pursuant to Section 9.11 of the Credit Agreement shall become a Subsidiary Guarantor for all purposes of this Subsidiary Guaranty upon execution and delivery by such Subsidiary of a supplement in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 4.18 Secured Parties. Each Secured Party not a party to the Credit Agreement who obtains the benefit of this Subsidiary Guaranty shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all the rights, benefits and immunities conferred under Article XIII of the Credit Agreement.

SECTION 4.19 Joint and Several Liability. The liability of each Subsidiary Guarantor hereunder shall be joint and several with the liability of Holdings under Holdings Guaranty Agreement.

[Signature Pages to Follow]

IN WITNESS WHEREOF, each of the Subsidiary Guarantors has executed and delivered this Subsidiary Guaranty under seal by its duly authorized officers, all as of the day and year first above written.

[Subsidiary Guaranty — DynCorp International LLC]

[Subsidiary Guaranty — DynCorp International LLC]

[Subsidiary Guaranty — DynCorp International LLC]