{"id":43705,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-sabreliner-corp-and-dyncorp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-sabreliner-corp-and-dyncorp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-sabreliner-corp-and-dyncorp.html","title":{"rendered":"Stock Purchase Agreement &#8211; Sabreliner Corp. and DynCorp"},"content":{"rendered":"<pre>\n          This STOCK PURCHASE AGREEMENT dated as of June 30, 1995\n(herein, together with the Schedules and Exhibits attached\nhereto, referred to as the \"Agreement\") between SABRELINER\nCORPORATION, a Delaware corporation (\"Buyer\"), DYNCORP, a\nDelaware corporation (\"DynCorp\"), and DYNCORP AVIATION SERVICES,\nINC., a Virginia corporation (\"Seller\"), and a wholly-owned\nsubsidiary of DynCorp,\n\n                W I T N E S S E T H   T H A T:\n\n          WHEREAS, Seller is the beneficial and record holder of\nall of the outstanding shares of capital stock (the \"Shares\") of\nDynAir Tech of Texas, Inc., a wholly-owned subsidiary of Seller\nand a Texas corporation (\"DynAir Texas\"), DynAir Tech of Florida,\nInc., a wholly-owned subsidiary of Seller and a Florida\ncorporation (\"DynAir Florida\"), and DynAir Avionics, Inc., a\nwholly-owned subsidiary of Seller and a Florida corporation\n(\"DynAir Avionics\") (DynAir Texas, DynAir Florida and DynAir\nAvionics are hereinafter referred to collectively as the \"DynAir\nCompanies\" and individually as a \"DynAir Company\"); and\n\n          WHEREAS, effective May 16, 1995, Buyer and DynCorp\nentered into a non-binding agreement in principle under which\nBuyer paid DynCorp the amount of $500,000 as an earnest money\ndeposit for the purchase of the Shares (the \"Deposit\"); and\n\n          WHEREAS, DynAir Tech of Arizona, formerly a\nwholly-owned subsidiary of Seller and an Arizona corporation\n(\"DynAir Arizona\") merged into DynAir Florida immediately prior\nto the closing hereafter described (all references herein to\nDynAir Florida to include DynAir Arizona); and\n\n          WHEREAS, DynAir Avionics is a newly formed subsidiary\nof Seller which has acquired the assets and liabilities of the\ndivision of Seller's subsidiary formerly doing business in\nFlorida under the name of DynAir Avionics, Inc.; and\n\n          WHEREAS, Seller wishes to sell and Buyer wishes to\npurchase the Shares upon the terms of this Agreement;\n\n          NOW, THEREFORE, in reliance upon the representations\nand warranties made herein and in consideration of the mutual\nagreements herein contained, the parties agree as follows:\n\n                           ARTICLE 1\n\n                  SALE AND PURCHASE OF SHARES\n\n     1.1  Sale of Shares.\n\n          At the Closing provided for in Section 2.1, Seller\nshall sell the Shares to Buyer and Buyer shall purchase the\nShares for the purchase price provided in Section 1.2.\n\n     1.2  Purchase Price and Payment for Shares.\n\n          (a)  Purchase Price. The purchase price for the Shares is\n\n               (i)  The amount determined pursuant to Exhibit A\n(the \"Base Purchase Price\"), plus\n\n               (ii) (A) 10% of the DynAir Companies revenues\n(excluding revenue from installation of 737 cargo doors) in\nexcess of $60 million per year for each of the two fiscal years\nJuly 1, 1995 to June 30, 1996 and July 1, 1996 to June 30, 1997,\n\"revenues\" for purposes of this Section 1.2(a)(ii)(A), being\ndetermined in accordance with Exhibit B, and\n\n                    (B) $125,000 for each 737 cargo door\ninstalled by or under contract with the DynAir Companies during\nthe period from July 1, 1996 through June 30, 1999, as determined\nin accordance with Section 1.5 hereof (the amounts set forth in\n(ii)(A) and (B) being referred to herein as the \"Contingent\nPurchase Price\"). For purposes of this Section 1.2, the term\n\"cargo door installed\" shall mean each cargo door installation on\na Boeing 737 aircraft which is commenced during such period, and\neach cargo door installation for a Boeing 737 aircraft for which\na firm written order has been received by any of  the DynAir\nCompanies or any affiliate of Buyer during such period, even if\nsuch installation actually occurs at a later date.\n\n          (b)  Payment at Closing. At the Closing, Buyer shall\ndeliver to Seller, by wire transfer or other immediately\navailable federal funds to the following account, the amount of\n$12,500,000 (the \"Estimated Base Purchase Price\") minus the\namount of the Deposit, for a net payment of $12,000,000:\n\n               NationsBank of Virginia\n               Richmond, Virginia\n               ABA No. 051 000 017\n               Credit the account of DynCorp\n               Account No.11209764\n\n          (c)  Payment of Contingent Purchase Price.\n\n                    (i)  The Contingent Purchase Price, if any,\npayable under Section 1.2 (a) (ii) (A) above shall be payable by\nBuyer to Seller within 15 days from the date on which the final\nfinancial results from the fiscal years ending June 30, 1996 and\nJune 30, 1997 are available to Buyer; provided that in no event\nshall such payment be made later than 10 days following the date\non which Buyer files its annual report on Form 10-K with the\nSecurities and Exchange Commission for each of such years, but no\nlater than 120 days after the close of Buyer's fiscal year.\n\n                    (ii)  Contingent Purchase Price payments, if\nany, payable under Section 1.2(a)(ii)(B) above shall be payable\nby Buyer to Seller within 10 days from the conclusion of each\ncalendar quarter during the period described therein, but in no\nevent later than 90 days after delivery of the respective\naircraft to the customer and shall include payments for all 737\ncargo door installations completed during the preceding quarter;\nprovided, that such payments shall also be continued after the\ntermination of the aforementioned period with respect to door\ninstallations commenced or firm orders accepted during any\ncalendar quarter within such period. An installation shall be\ndeemed \"completed\" when Buyer or the DynAir Companies submits a\nfinal invoice at the completion of work.\n\n     1.3  Transactions on the Closing Date.\n\n          (a)  At the Closing, Seller will deliver to Buyer the following:\n\n               (i)  stock certificates, in form suitable for\ntransfer, registered in the name of Seller, evidencing the\nShares, duly endorsed in blank or with a duly executed blank\nstock transfer power attached, and with all necessary stock\ntransfer tax stamps attached thereto;\n\n               (ii)  all stock certificates, stock books, stock\ntransfer ledgers, minute books and corporate seals of the DynAir\nCompanies;\n\n               (iii)  resignations of the directors of the DynAir\nCompanies listed on Schedule 1.3; and\n\n               (iv)  each of the certificates and documents\ncontemplated by Article 6.\n\n          (b)  At the Closing, Buyer will deliver to Seller the following:\n\n               (i)  the Estimated Base Purchase Price in\naccordance with Section 1.2 above; and\n\n               (ii)  each of the certificates and documents\ncontemplated by Article 7.\n\n     1.4  Post-Closing Adjustment.\n\n          (a)       Preparation of Preliminary Calculation of\nBase Purchase Price.\n\n               (i)  Within 90 days after the Closing Date, Buyer\nwill prepare a Preliminary Calculation of Base Purchase Price\n(the \"Preliminary Calculation of Base Purchase Price\") of the\nDynAir Companies dated as of the Closing Date (which shall be\nprepared in accordance with Exhibit A in consultation with\nDynCorp's Internal Audit Department).\n\n\n          (b)  Review of Preliminary Calculation of Base Purchase Price.\n\n               (i)  The Preliminary Calculation of Base Purchase\nPrice shall be binding and conclusive upon, and deemed accepted\nby, Seller unless Seller shall have notified Buyer in writing of\nany objections thereto consistent with the provisions of this\nSection 1.4 within 30 days after receipt thereof.\n\n               (ii)  The written notice under Section 1.4(b)(i)\nshall specify in reasonable detail each item on the Preliminary\nCalculation of Base Purchase Price that Seller disputes, and a\nsummary of Seller's reasons for such dispute.\n\n               (iii)  Buyer shall cooperate with Seller and\npromptly provide all requested explanations, documentation or\ndata supporting the Preliminary Calculation of Base Purchase\nPrice.\n\n               (iv)   The parties shall use their best efforts\nduring the 30-day period following the delivery of any Seller\nobjections to resolve all such objections in a manner mutually\nacceptable to all parties.\n\n          (c)  Escrow of Certain Disputed Amounts\n\n                    (i)  Should a dispute remain between Buyer\nand DynCorp or Seller regarding the realization or\nappropriateness, respectively, of any of the assets or\nliabilities described on Exhibit A hereto as a result of the\nPreliminary Calculation of Base Purchase Price, Buyer and DynCorp\nshall jointly determine the dollar impact of such dispute on the\nBase Purchase Price, and such amount in dispute shall be\ndeposited in accordance with the following procedures in the\ninterest bearing escrow account described in (ii) below:\n\n                         (A)  If the non-disputed portion of the\nBase Purchase Price plus the disputed portion is less than\n$12,500,000, then Seller or DynCorp shall make payment into\nescrow, in accordance with (ii) below, of the disputed amount,\nand shall refund to Buyer the difference, if any, between (i)\n$12,500,000 and (ii) the sum of the disputed and undisputed\namounts.\n\n                         (B)  If the non-disputed portion of the\nBase Purchase Price is more than $12,500,000, then Buyer shall\npay to Seller the difference between the non-disputed Base\nPurchase Price and $12,500,000, and shall deposit into escrow, in\naccordance with (ii) below, the disputed amount.\n\n                         (C)  If the non-disputed portion of the\nBase Purchase Price is less than $12,500,000, but the sum of the\nnon-disputed and disputed portions is more than $12,500,000, then\nSeller or DynCorp shall deposit into escrow, in accordance with\n(ii) below, the difference between $12,500,000 and the\nnon-disputed portion, and Buyer shall deposit into escrow the\ndifference between $12,500,000 and the sum of (i) the\nnon-disputed portion and (ii) the disputed portion.\n\n                    (ii)  The escrow account shall be established\nwith Crestar Bank under the terms of an escrow agreement in the\nform of Exhibit C hereto (the \"Escrow Agreement\"), to be held\nuntil such time as any contingency regarding the disputed asset\nor liability is finally resolved, at which time the funds in the\nescrow account shall be distributed in accordance with the\nparties' prior instructions included in the Escrow Agreement,\ndepending on the ultimate disposition of the asset or liability\nusing complete hindsight.\n\n               (iii)  The form of the Escrow Agreement may not be\nmodified without the approval of both Buyer and DynCorp.\n\n               (iv)  If the parties are unable to agree on the\namount in dispute under Section 1.4(c)(i) or if an escrow is\nopened under this Section 1.4(c), the matter shall be resolved in\naccordance with Section 1.4(d) below, provided that the time\nperiods set forth therein shall commence upon the final\ndisposition of all amounts in controversy.\n\n          (d)  Disputes.\n\n               (i)  (A)  Disputes between Buyer and Seller\nrelating to the Preliminary Calculation of Base Purchase Price\nthat cannot be resolved by them within 30 days after receipt by\nBuyer of the notice referred to in Section 1.4(b) may be referred\nno later than 60 days after such receipt for decision, at the\noption of Buyer or Seller, to Price Waterhouse LLP.\n\n                    (B)  If Price Waterhouse LLP is unavailable,\nthen Buyer and Seller shall, within 5 days from determining such\nunavailability, select an independent nationally recognized\naccounting firm to decide the matter (Price Waterhouse LLP or\nsuch other firm being referred to herein as the \"Arbitrator\").\n\n               (ii) (A)  Prior to referring the matter to the\nArbitrator, the parties shall agree on the procedures to be\nfollowed by the Arbitrator (including procedures with regard to\npresentation of evidence).\n\n                    (B)  Such procedures shall not alter the\naccounting practices, principles and policies to be applied to\nthe Preliminary Calculation of Base Purchase Price, which will be\nthose required by this Agreement.\n\n                    (C)  If the parties are unable to agree upon\nprocedures before the end of 10 days after referral of the\ndispute to the Arbitrator, the Arbitrator shall establish such\nprocedures giving due regard to the intention of the parties to\nresolve disputes as quickly, efficiently and inexpensively as\npossible, which procedures may be, but need not be, those\nproposed by either party.\n\n                    (D)  The parties shall then submit evidence\nin accordance with the procedures established, and the Arbitrator\nshall decide the dispute in accordance therewith.\n\n               (iii)  The Arbitrator's decision on any matter\nreferred to it shall be final and binding on Buyer and Seller,\nand shall be subject to enforcement by any court having\njurisdiction over any of the parties.\n\n               (iv) The fee of the Arbitrator shall be borne by\nBuyer and Seller in equal portions, unless the Arbitrator\ndecides, based on its determination with respect to the\nreasonableness of the respective positions of the parties, that\nthe fee shall be borne in unequal proportions. Each party shall\nbe responsible for its own legal, accounting and other related\narbitration costs.\n\n          (e)  Final Calculation of Base Purchase Price.\n\n               (i)  The Preliminary Calculation of Base Purchase\nPrice shall become final and binding upon the parties upon the\nearlier of\n\n                    (A) the failure by Seller to object thereto\nwithin the period permitted under Section 1.4(b);\n\n                    (B) the execution of a written agreement\nbetween Buyer and Seller with respect thereto; or\n\n                    (C) the decision by the Arbitrator with\nrespect to any disputes under Section 1.4(c).\n\n               (ii) The results of the Preliminary Calculation of\nBase Purchase Price, as adjusted pursuant to the agreement of the\nparties or the decision of the Arbitrator, when final and\nbinding, is referred to herein as the \"Final Calculation of Base\nPurchase Price.\"\n\n          (f)  Adjustment to the Estimated Base Purchase Price.\nAs soon as practicable (but not more than 5 days) after the\ndetermination and delivery of the Final Calculation of Base\nPurchase Price in accordance with this Section 1.4,\n\n               (i)  if the Base Purchase Price as calculated\nthereby is greater than $12,500,000, Buyer shall pay to Seller\nthe difference between such amounts, and\n\n               (ii)  if the Base Purchase Price as calculated\nthereby is less than $12,500,000, Seller shall pay to Buyer the\ndifference between such amounts,and the amount of such net\nadjustment shall be payable by Buyer or Seller, as the case may be,\nin immediately available funds.\n\n          (g)  Interest. All payments required to be made\npursuant to this Section 1.4 shall include interest thereon at\nthe most recent prime rate as publicly announced by Citibank N.A.\n(the \"Applicable Rate\") payable from the Closing Date to the date\nof payment, or payment into the escrow account under the Escrow\nAgreement.\n\n          (h)  Seller may elect to have the DynAir Companies\nassign, convey or otherwise transfer to DynCorp or any of its\naffiliates any asset referred to on Exhibit A that is the subject\nof any dispute under this Section 1.4, and to have DynCorp or any\nof its affiliates assume any liability referred to on Exhibit A\nthat is the subject of any such dispute.\n\n\n                            ARTICLE 2\n\n                             CLOSING\n\n     The closing of the transactions provided for herein (the\n\"Closing\") will take place at the offices of Winthrop, Stimson,\nPutnam &amp; Roberts, 1133 Connecticut Avenue, N.W., Washington, D.C.\nat 10:00 A.M. (local time) on June 30, 1995, effective as of\n11:59 p.m. local time on such date, or at such other place, time\nand date as may be agreed upon by Buyer and Seller (the \"Closing\nDate\").\n\n\n                           ARTICLE 3\n\n        REPRESENTATIONS AND WARRANTIES OF SELLER AND DYNCORP\n\n     Seller and DynCorp jointly and severally represent and\nwarrant to Buyer as follows, it being understood that as used in\nthis Agreement, the term \"Material Adverse Effect\" means, with\nrespect to any party, a material adverse effect on the financial\ncondition, assets, liabilities (contingent or otherwise), results\nof operation, business or business prospects of the party and its\nsubsidiaries, if any, considered as a whole and in relation to\nthe historical operating results of the DynAir Companies.\n\n     3.1  Corporate Organization and Authority of Seller and DynCorp.\n\n          (a)  Each of Seller and DynCorp is a corporation duly\norganized, validly existing and in good standing under the laws\nof its jurisdiction of incorporation and is duly licensed or\nqualified and in good standing as a foreign corporation in each\njurisdiction in which it is required to be so licensed or so\nqualified, except where the failure to be so licensed or so\nqualified would not have a Material Adverse Effect on Seller's or\nDynCorp's ability to consummate the transactions contemplated\nhereby.\n\n          (b)   Seller has all corporate power and authority to\nown the Shares.\n\n          (c)  Each of Seller and DynCorp has heretofore\ndelivered to Buyer complete and correct copies of its certificate\nof incorporation and by-laws, as currently in effect.\n\n          (d)  Each of Seller and DynCorp has full corporate\npower and authority to enter into this Agreement and to\nconsummate the transactions contemplated hereby.\n\n          (e)  The execution, delivery and performance by each of\nSeller and DynCorp of the Agreement has been duly authorized by\nall requisite corporate action on the part of each of them.\n\n          (f)  This Agreement has been duly executed and\ndelivered by each of Seller and DynCorp, and (assuming due\nexecution and delivery by Buyer) this Agreement constitutes a\nvalid and binding obligation of each of them, except as may be\nlimited or otherwise affected by\n\n               (i) applicable bankruptcy, insolvency,\nreorganization, moratorium and other laws of general application,\nand legal and equitable principles relating to or affecting\ncreditors' rights, including, without limitation, the effect of\nstatutory or other law regarding fraudulent conveyances and\npreferential transfers, and\n\n               (ii) equitable principles of general applicability\n(regardless of whether such enforceability is considered in a\nproceeding at law or in equity) including, without limitation,\nconcepts of reasonableness, materiality, good faith and fair\ndealing.\n\n     3.2  Corporate Organization and Authority of the DynAir\nCompanies.\n\n          (a)  Each of the DynAir Companies is a corporation duly\norganized, validly existing and in good standing under the laws\nof its jurisdiction of incorporation and has all corporate power\nand authority to own, lease and operate its properties and to\ncarry on its business as now being conducted and each is duly\nlicensed or qualified and in good standing as a foreign\ncorporation in each jurisdiction in which it is required to be so\nlicensed or so qualified, except where the failure to be so\nlicensed or so qualified would not have a Material Adverse Effect\non its business as now being conducted; provided, however, that\nDynAir Florida shall carry on the operations of DynAir Arizona as\na result of the merger of DynAir Arizona into DynAir Florida\nprior to the Closing.\n\n          (b)  Schedule 3.2 sets forth the jurisdictions in which\neach of the DynAir Companies is qualified to do business.\n\n          (c)  Seller and DynCorp have heretofore delivered to\nBuyer complete and correct copies of the certificate of\nincorporation and by-laws or similar corporate organizational\ndocuments of each of the DynAir Companies, as currently in\neffect.\n\n     3.3  Subsidiaries and Equity Investments. Except as\ndisclosed on Schedule 3.3 none of the DynAir Companies has any\nsubsidiaries and none of the DynAir Companies is a general\npartner in any partnership, a member of any limited liability\ncompany or a coventurer in any joint venture or other business\nenterprise.\n\n     3.4  Ownership of Shares.\n\n          (a)  Seller is the lawful record and beneficial owner\nof the Shares.\n\n          (b)  Seller owns the Shares free and clear of all\npledges, liens, charges, encumbrances, easements, defects,\nsecurity interests, claims, options and restrictions of every\nkind (\"Encumbrances\"), except for restrictions on transfer under\nfederal and state securities laws, and as disclosed in Schedule\n3.4.\n\n          (c)  Upon the delivery of the Shares in the manner\ncontemplated under Section 1.3, Buyer will acquire the beneficial\nand legal, valid and indefeasible title to such Shares, free and\nclear of all Encumbrances, except for restrictions on transfer\nunder federal and state securities laws.\n\n     3.5  Capitalization.\n\n          (a)  As of the date hereof,\n\n               (i)  the authorized capital stock of DynAir Texas\nconsists of 1,000 shares of common stock, par value $1.00 per\nshare, of which 1,000 shares are issued and outstanding,\n\n               (ii)  the authorized capital stock of DynAir\nFlorida consists of 9 shares of common stock, no par value, of\nwhich 9 shares are issued and outstanding, and\n\n               (iii)  the authorized capital stock of DynAir\nAvionics consists of 100 shares of common stock, par value $1.00\nper share, of which 100 shares are issued and outstanding\n(together, the \"DynAir Companies Common Stock\").\n\n          (b)  All such issued and outstanding shares of the\nDynAir Companies Common Stock have been validly issued and are\nfully paid and nonassessable.\n\n          (c)  There are no outstanding options, warrants or\nother rights of any kind to acquire any additional shares of\ncapital stock of any of the DynAir Companies or securities\nconvertible into or exchangeable for, or which otherwise confer\non the holder thereof any right to acquire, any such additional\nshares, nor are any of the DynAir Companies committed to issue\nany such option, warrant, right or security.\n\n     3.6  DynAir Companies Common Stock Holdings. All of the\noutstanding shares of the DynAir Companies Common Stock are owned\nof record by Seller.\n\n     3.7  No Violation; Consents.\n\n          (a)  Except as disclosed in Schedule 3.7, Seller,\nDynCorp and the DynAir Companies are not subject to or bound by\nany provision of:\n\n               (i)  any law, statute, rule, regulation or\njudicial or administrative decision;\n\n               (ii)  any articles or certificates of\nincorporation or by-laws;\n\n               (iii)  any mortgage, deed of trust, lease, note,\nshareholders' agreement, bond, indenture, instrument, agreement,\nlicense, permit, trust or custodianship, in each case to which\nany of them is a party or under which any of them is bound; or\n\n               (iv)  any judgment, order, writ, injunction or\ndecree of any court, governmental body, administrative agency or\narbitrator,\n\n     that would prevent or be violated by or that would result in\nthe creation of any Encumbrance as a result of, or under which\nthere would be a default or right of termination as a result of,\nthe execution, delivery and performance by Seller and DynCorp of\nthis Agreement and the consummation of the transactions\ncontemplated hereby.\n\n          (b)  Except as disclosed in Schedule 3.7, no consent,\norder, approval or authorization of, or declaration, notice,\nregistration or filing with, any court, administrative agency or\ncommission or other governmental authority or instrumentality\n(each a \"Governmental Entity\"), individual, corporation,\npartnership, limited liability company, trust or unincorporated\norganization (together with Governmental Entities, each a\n\"Person\") is required by or with respect to Seller, DynCorp or\nthe DynAir Companies in connection with the execution, delivery\nand performance by Seller and DynCorp of this Agreement and the\nconsummation of the transactions contemplated hereby.\n\n     3.8  Litigation.\n\n          (a)  Except as disclosed in Schedule 3.8, there is\n\n               (i)  no outstanding consent, order, judgment,\ninjunction, award, decree, civil penalty or certificate action of\nany Governmental Entity or arbitration tribunal against,\ninvolving or affecting the DynAir Companies,\n\n               (ii)  no action, suit, dispute or governmental,\nadministrative, arbitration or regulatory proceeding pending or,\nto Seller's or DynCorp's best knowledge, threatened against,\ninvolving or affecting the DynAir Companies, and\n\n               (iii)  to Seller's or DynCorp's best knowledge, no\ninvestigation pending or threatened against or relating to the\nDynAir Companies or affecting any of their respective officers or\ndirectors as such (collectively, \"Proceedings\"), except, in each\ncase, for Proceedings (\"known Proceedings\") against the DynAir\nCompanies that would not have a Material Adverse Effect on\nSeller's or DynCorp's ability to consummate the transactions\ncontemplated hereby.\n\n          (b)  Except as set forth in Schedule 3.8, none of the\nforegoing known Proceedings, if adversely determined against the\nDynAir Companies, would have a Material Adverse Effect on the\nDynAir Companies in the aggregate, and no other proceedings\ninvolving Seller or DynCorp would have any adverse effect on the\nability of Seller or DynCorp to consummate the transactions\ncontemplated hereby.\n\n     3.9  Personal Property.\n\n          (a)  DynCorp and Seller have given Buyer access to the\npersonal property of the DynAir Companies used in their business\n(including machinery, equipment, tools, dies, furniture,\nfurnishings, leasehold improvements, vehicles, buildings and\nfixtures, but excluding inventories of parts held for resale or\non consignment) and that have a value in excess of $1,000 per\nitem or per category of items;\n\n          (b)  Except as disclosed in Schedule 3.9(b):\n\n               (i)  each of the DynAir Companies has good and\nvalid title to all of its personal property, free and clear of\nall Encumbrances;\n\n               (ii) each of the DynAir Companies owns, has\nvalid leasehold interests (pursuant to leases disclosed in\nSchedule 3.10(a)) in or valid contractual rights to use, pursuant\nto contracts disclosed in Schedule 3.21(a) or not required to be\ndisclosed therein due to the dollar thresholds set forth in\nSection 3.21(a)(i), all of the assets, tangible and intangible,\nused by, or necessary for the conduct of its business.\n\n          (c)  All property delivered to the DynAir Companies for\nbailment or consignment is held in possession of the DynAir\nCompanies in accordance with the respective bailment or\nconsignment agreement, if any. Each DynAir Company has instituted\nadequate procedures to safeguard bailed and consigned property.\nTo the best knowledge of DynCorp and Seller, the DynAir Companies\ndo not permit use by third parties of non-owned property contrary\nto the terms and conditions under which the DynAir Companies have\npossession of such property.\n\n     3.10 Real Property.\n\n          (a)  Schedule 3.10(a) sets forth each and every parcel\nof real property or interest in real estate held under a lease or\nused by each of the DynAir Companies (\"Real Property\").\n\n          (b)  The DynAir Companies do not own any Real Property.\nSeller or DynCorp has heretofore delivered to Buyer complete and\ncorrect copies of each and every lease and all documents relating\nthereto, including any amendments thereto and any assignment\nthereof relating to the Real Property.\n\n          (c)  Except as disclosed in Schedule 3.10(c), each of\nthe DynAir Companies:\n\n               (i)   with respect to the Real Property designated\nin Schedule 3.10(a), is in peaceful and undisturbed possession of\nthe space and\/or estate under each lease under which it is a\ntenant, and there are no material defaults by it as tenant\nthereunder; and\n\n               (ii)  has good and valid rights of ingress and\negress to and from all the Real Property from and to the public\nstreet systems for all usual street, road and utility purposes\nand other purposes necessary or incidental to its business.\n\n          (d)  Since January 1, 1992, neither Seller, DynCorp nor\nany DynAir Company has received any notice of any appropriation,\ncondemnation or like proceeding, or of any violation of any\napplicable zoning law, regulation or other law, order, regulation\nor requirement relating to or affecting the Real Property, and to\nSeller's or DynCorp's best knowledge, no such proceeding has been\nthreatened or commenced.\n\n          (e)  Except as disclosed in Schedule 3.10(e), all of\nthe buildings, structures, improvements and fixtures used in the\nbusiness of any of the DynAir Companies, owned or leased by any\nof the DynAir Companies, are in a state of repair, maintenance\nand operating condition adequate for the present conduct of such\nbusiness and, except as so disclosed and, except for normal wear\nand tear, there are no defects with respect thereto which would\nimpair the day-to-day use of any such buildings, structures,\nimprovements or fixtures or which would subject any DynAir\nCompany to liability under applicable law.\n\n     3.11 Financial Statements.\n\n          (a)  Seller or DynCorp has heretofore furnished Buyer\nwith copies of the following financial statements of the DynAir\nCompanies:\n\n               (i)  unaudited combining balance sheets as at December\n31 for each of the fiscal years ended December 31, 1994, 1993 and\n1992, respectively;\n\n               (ii)  unaudited combining statements of operations\nfor each of the three fiscal years then ended; and\n\n               (iii)  unaudited combining balance sheets and\nstatements of operations as of and for the three-month period\nended on March 30, 1995.\n\n          (b)  All of the summary financial information listed in\nsubsection (a) above (the \"Financial Statements\") were prepared\nfrom the local ledgers maintained by the DynAir Companies,\nadjusted for the items described in Schedule 3.11(b). Subject to\nSeller's reservations concerning inventory set forth in Section\n3.17, DynCorp and Seller are not aware of any material\nadjustments which would be necessary to make such financial\nstatements in the aggregate not misleading, except for\nadjustments reflected on Schedule 3.11(b).\n\n          (c)  There are no material liabilities, debts,\nobligations or claims against any of the DynAir Companies of any\nnature, absolute or, to the best knowledge of Seller or DynCorp,\ncontingent, except:\n\n               (i)  as and to the extent reflected or reserved against\non the Financial Statements;\n\n               (ii)  incurred since March 30, 1995 in the\nordinary course of business consistent with prior practice and\nSection 3.20 hereof;\n\n               (iii)  open purchase or sales orders or agreements\nfor delivery of goods and services in the ordinary course of\nbusiness consistent with prior practice, provided none of the\nDynAir Companies is in default thereunder;\n\n               (iv)  intercompany liabilities, debts,\nobligations, or claims; or\n\n               (v)  operating leases.\n\n     3.12 Books and Records. Seller and DynCorp have made and\nwill make available for inspection by Buyer all the books of\naccount relating to the business of the DynAir Companies. Neither\nDynCorp nor Seller have knowledge of any material errors in the\nmaintenance of the DynAir Companies' accounting records.\n\n     3.13 Tax Matters.\n\n          (a)  For purposes of this Agreement:\n\n               (i)  \"Tax\" or \"Taxes\" shall mean any federal,\nstate, local, foreign or other taxes (including, without\nlimitation, income (net or gross), gross receipts, profits,\nalternative or add-on minimum, franchise, license, capital,\ncapital stock, intangible, services, premium, mining, transfer,\nsales, use, ad valorem, payroll, wage, severance, employment,\noccupation, property (real or personal), windfall profits,\nimport, excise, custom, stamp, withholding or estimated taxes),\nfees, duties, assessments, withholdings or governmental charges\nof any kind whatsoever (including interest, penalties, additions\nto tax or additional amounts with respect to such items);\n\n               (ii)  \"Pre-Closing Periods\" shall mean all Tax\nperiods ending on or before the Closing Date and, with respect to\nany Tax period that includes but does not end on the Closing\nDate, the portion of such period that ends on and includes the\nClosing Date;\n\n               (iii)  \"Returns\" shall mean all returns,\ndeclarations, reports, estimates, information returns and\nstatements of any nature regarding Taxes for any Pre-Closing\nPeriod required to be filed by any Person and relating to the\nincome, properties or operations of the DynAir Companies;\n\n               (iv)  \"Code\" shall mean the Internal Revenue Code\nof 1986, as amended, or, if appropriate, any predecessor statute;\nand\n\n               (v)  the term \"Tax Deficiency\" shall include a\nreduction in any net operating losses.\n\n          (b)  Except as disclosed in Schedule 3.13:\n\n               (i)  all Returns have been or will be timely filed\nwhen due in accordance with all applicable laws;\n\n               (ii)  all Taxes shown on the Returns have been or\nwill be timely paid when due;\n\n               (iii)  the Returns completely, accurately and\ncorrectly reflected or will reflect the facts regarding the\nincome, properties, operations and status of any entity required\nto be shown thereon;\n\n               (iv)  there are no agreements or consents\ncurrently in effect for the extension or waiver of the time\n\n                    (A)  to file any Return or\n\n                    (B)  for assessment or collection of any\nTaxes relating to any of the DynAir Companies for any Pre-Closing\nPeriod, and no Person has been requested to enter into any such\nagreement or consent;\n\n               (v)  all Returns with respect to taxable years\nending on or prior to December 31, 1984 have been examined and\nclosed, or are Returns with respect to which the applicable\nstatute of limitations, after giving effect to any extensions and\nwaivers, has expired;\n\n               (vi)  all Taxes which each of the DynAir Companies\nis required by law to withhold or collect have been duly withheld\nor collected, and have been timely paid over to the appropriate\ngovernmental authorities to the extent due and payable;\n\n               (vii)  there is no action, suit, proceeding,\ninvestigation, audit or claim currently pending, or to Seller's\nor DynCorp's best knowledge, threatened, regarding any Taxes\nrelating to any of the DynAir Companies or any group of which any\nof the DynAir Companies is now or was formerly a member, for any\nPre-Closing Period;\n\n               (viii)  all Tax Deficiencies which have been\nclaimed, proposed or asserted against any of the DynAir Companies\nor any group of which any of the DynAir Companies is now or was\nformerly a member, have been fully paid or finally settled;\n\n               (ix)  no Person has executed or entered into a\nclosing agreement pursuant to Code Section 7121 (or any\ncomparable provision of state, local or foreign law) that is\ncurrently in force and determines the Tax liabilities of any of\nthe DynAir Companies;\n\n               (x)  there is no, and will not be any, agreement\nor consent made under Code Section 341(f) (or any comparable\nprovision of state, local or foreign law) affecting any of the\nDynAir Companies;\n\n               (xi)  there are no liens, other than statutory\nliens for taxes not yet due and payable, for any Tax on the\nassets of any of the DynAir Companies;\n\n               (xii)  there are no tax sharing agreements to\nwhich any of the DynAir Companies is now or ever has been a\nparty;\n\n               (xiii) (A) as of and after the Closing,\n\n                         (I)  none of the DynAir Companies shall be required to\n\n                              (a) treat any asset of the DynAir\nCompanies as owned by another person pursuant to the \"safe\nharbor\" leasing provisions of the Code or as \"tax-exempt use\nproperty\" within the meaning of Code Section 168(h), or\n                              (b) apply any of the foregoing\nrules under any comparable foreign, state or local Tax provision,\nand\n\n                         (II)  none of the DynAir Companies\nleases or will lease property to any other Person under a\n\"sale\/leaseback\" or similar arrangement; and\n\n                      (B)  prior to the Closing, all safe harbor\nleases to which any of the DynAir Companies was a party were\nassigned to, and all debt related to any such leases was assumed\nby, DynCorp or one of its Subsidiaries other than a DynAir\nCompany;\n\n               (xiv)  none of the DynAir Companies is a party to\nany agreement, contract, arrangement or plan that would result,\nseparately or in the aggregate, in the payment of any \"excess\nparachute payments\" within the meaning of Code Section 280G (or\nany comparable provision of state, local or foreign law);\n\n               (xv)  none of the DynAir Companies has agreed, or\nis required, to make any adjustment under Code Section 481(a) (or\nany comparable provision of state, local or foreign law) by\nreason of a change in accounting method or otherwise;\n\n               (xvi)  none of the DynAir Companies has been or is\nincluded in any consolidated, affiliated, combined, unitary or\nother similar Tax Returns that include any affiliates of the\nDynAir Companies (other than the United States federal\nconsolidated income Tax Returns that include any of the DynAir\nCompanies and unitary returns for California, Illinois, Florida\nand Arizona);\n\n               (xvii)  no power of attorney is currently in\neffect, and no Tax ruling has been requested of any governmental\nauthority, with respect to any Tax matter relating to any of the\nDynAir Companies; and\n\n               (xviii)  the charges, accruals, and reserves for\nTaxes, other than income Taxes, due, or accrued but not yet due,\nrelating to the properties and operations of the DynAir Companies\nfor the period prior to Closing as reflected on their books are\nreflected as accrued liabilities and will be adequate to cover\nsuch Taxes.\n\n     3.14  Employee Matters.\n\n          (a)  Schedule 3.14(a) attached hereto sets forth:\n\n               (i)  the name, current annual compensation rate\n(including bonus and commissions), title, current base salary\nrate, accrued bonus, accrued sick leave, accrued severance pay\nand accrued vacation benefits of each present employee of the\nDynAir Companies, as of dates no earlier than 30 days prior to\nClosing;\n\n               (ii)  organizational charts of the DynAir Companies;\n\n               (iii)  a list of collective bargaining, union or\nother employee association agreements of the DynAir Companies;\n\n               (iv)  a list of employment, managerial, advisory\nand consulting agreements of the DynAir Companies;\n\n               (v)  a list of employee confidentiality or other\nagreements protecting proprietary processes, formulae or\ninformation of the DynAir Companies;\n\n               (vi)  a list of any reports and\/or plans of the\nDynAir Companies prepared or adopted pursuant to the Equal\nEmployment Opportunity Act of 1972, as amended;\n\n               (vii)  a list of each employee benefit plan\n(within the meaning of Section 3(3) of the Employee Retirement\nIncome Security Act of 1974, as amended (\"ERISA\")), stock\npurchase plan, stock option plan, fringe benefit plan, bonus\nplan, severance pay plan and any other deferred compensation\nagreement or plan or funding arrangement sponsored, maintained or\nto which contributions are made by\n\n                    (A)  the DynAir Companies, or\n\n                    (B)  any other organization which is a member\nof a controlled group of organizations (within the meaning of\nSections 414(b), (c), (m) or (o) of the Code) of which any DynAir\nCompany is a member (the \"Controlled Group\"), in which any\nemployees of the DynAir Companies are participating as of the\nClosing or in which they have participated during the preceding\nyear.\n\n     (such plans described in (A) and (B) are referred to\n      collectively as the \"DynAir Plans\"); and\n\n               (viii)  the amount of any unfunded retirement\nliabilities, including medical coverage (except obligations to\nprovide continuing medical coverage on a reimbursable basis for\nemployees who terminate employment on or after the Closing and\nobligations of DynCorp and Seller to contribute to the DynCorp\nEmployee Stock Ownership Plan for the period prior to the\nClosing), arising under any plan, fund, or arrangement described\nin this Section 3.14 and the identity of the plan, fund, or\narrangement giving rise thereto.\n\n          (b)  For each plan, fund or arrangement disclosed or\nrequired to be disclosed in Schedule 3.14(a), each of the\nfollowing is true:\n\n                    (i)  if such plan, fund or arrangement is an\nemployee pension benefit plan (as such term is defined in ERISA\nSection 3(2)) intended to qualify under the Code, the Plan has\nreceived a favorable determination letter as to its qualification\nunder the Code and nothing has occurred, whether by action or\nfailure to act, which would cause the loss of such qualification;\n\n\n                    (ii)  there are no actions, suits or claims\n(other than routine claims for benefits in the ordinary course)\npending, or to Seller's or DynCorp's best knowledge, threatened,\nand to Seller's or DynCorp's best knowledge, there are no facts\nwhich could give rise to any such actions, suits or claims (other\nthan routine claims for benefits in the ordinary course);\n\n                    (iii)  none of the DynAir Companies, the\nmembers of the Controlled Group or any other party has engaged in\na prohibited transaction, as such term is defined in Code Section\n4975 or ERISA Section 406, which would subject the DynAir\nCompanies or Buyer to any Taxes, penalties or other liabilities\nresulting from prohibited transactions under Code Section 4975 or\nunder ERISA Section 409 or 502(i);\n\n                    (iv)  no event has occurred and no condition\nexists that would subject the DynAir Companies or Buyer to any\nTax under Chapter 43 of the Code or Section 6699 of the Internal\nRevenue Code of 1954, as amended (as in effect pursuant to\nSection 1171 of the Tax Reform Act of 1986) or to a fine under\nERISA Section 502(c);\n\n                    (v)  each of the DynAir Companies and the\nmembers of the Controlled Group has complied in all material\nrespects with the reporting and disclosure requirements of ERISA;\n\n\n                    (vi)  all insurance premiums required to be\npaid as of the Closing Date have been paid;\n\n                    (vii)  there are no more than 50 leased\nemployees (as such term is defined in Code Section 414(n)) who\nmust be taken into account for the requirements listed in Code\nSection 414(n)(3); and\n\n                    (vii)  the execution and delivery of this\nAgreement by Seller and DynCorp and the consummation of the\ntransactions contemplated hereunder will not result in any\nobligation or liability (with respect to accrued benefits or\notherwise) to any such plan, fund, or arrangement, to any\nemployee or former employee of any DynAir Company.\n\n          (c)  No DynAir Plan is subject to Title IV of ERISA or\nto the requirements of Section 412 of the Code.\n\n          (d)  No DynAir Plan is a multi-employer plan (within\nthe meaning of Section 3(37) or Section 4001(a)(3) of ERISA or\nSection 414(f) of the Code).\n\n          (e)  For each DynAir Plan which is intended to be an\nemployee stock ownership plan (within the meaning of Section\n4975(e)(7) of the Code) or a tax credit employee stock ownership\nplan (within the meaning of Section 409(a) of the Code), each of\nthe following is true:\n\n               (i)  there is no securities acquisition loan\n(within the meaning of Section 133 of the Code) outstanding with\nrespect to the plan;\n\n               (ii)  except for the transactions contemplated in\nthis Agreement no event has occurred and no condition exists\nwhich would give rise to the recapture of any Tax credit\npreviously claimed with respect to the plan or to any Tax or\npenalties assessable against the DynAir Companies or Buyer; and\n\n               (iii)  except for the transactions contemplated in\nthis Agreement no event has occurred and no condition exists\nwhich would cause the termination of the plan and the\ndistribution of all amounts held thereunder to give rise to the\nrecapture of any Tax credit previously claimed with respect to\nthe plan or to any Tax or penalties assessable against the DynAir\nCompanies or Buyer.\n\n          (f)  For each plan, fund, or arrangement of any  DynAir\nCompany which is an employee welfare benefit plan (within the\nmeaning of ERISA Section 3(1)) (a \"Welfare Plan\"), the following\nis true:\n\n               (i)  each such Welfare Plan intended to meet the\nrequirements for tax-favored treatment under Subchapter B of\nChapter 1 of the Code meets such requirements;\n\n               (ii)  DynCorp maintains a VEBA with respect to\nsuch Welfare Plan;\n\n               (iii)  there is no disqualified benefit (as such\nterm is defined in Code Section 4976(b)) which would subject the\nDynAir Company or Buyer to a Tax under Code Section 4976(a);\n\n               (iv)  each such Welfare Plan which is a group\nhealth plan (as such term is defined in Code Section 5000(b)(1))\ncomplies and has complied with the applicable requirements of\nCode Section 4980B, Title XXII of the Public Health Service Act\nand the applicable provisions of the Social Security Act; and\n\n               (v)  each such Welfare Plan (including any such\nplan covering former employees of any DynAir Company) may be\namended or terminated by such DynAir Company or Buyer on or at\nany time after the Closing Date.\n\n          (g)  With respect to the DynAir Companies, except as\ndisclosed in Schedule 3.14(g) and in other schedules appended\nhereto, each of the following is true:\n\n               (i)  each of the DynAir Companies is in compliance\nwith all applicable laws and collective bargaining agreements\nrespecting employment and employment practices, terms and\nconditions of employment and wages and hours and occupational\nsafety and health, and is not engaged in any unfair labor\npractice within the meaning of Section 8 of the National Labor\nRelations Act, and there is no action, suit or legal,\nadministrative, arbitration, grievance or other proceeding\npending or, to Seller's or DynCorp's best knowledge, threatened,\nor, to Seller's or DynCorp's best knowledge, any investigation\npending or threatened against any of the DynAir Companies\nrelating to any thereof, and, to Seller's or DynCorp's best\nknowledge, no basis exists for any such action, suit or legal,\nadministrative, arbitration, grievance or other proceeding or\ngovernmental investigation;\n\n               (ii)  there is no labor strike, dispute, slowdown\nor stoppage actually pending or, to Seller's or DynCorp's best\nknowledge, threatened against any of the DynAir Companies;\n\n               (iii)  none of the employees of the DynAir\nCompanies is a member of or represented by any labor union and,\nto Seller's or DynCorp's best knowledge, there are no attempts of\nwhatever kind and nature being made to organize any of such\nemployees;\n\n               (iv)  without limiting the generality of paragraph\n(iii) above, no certification or decertification is pending or\nwas filed within the past twelve months respecting the employees\nof the DynAir Companies and, to Seller's or DynCorp's best\nknowledge, no certification or decertification petition is being\nor was circulated among the employees of any of the DynAir\nCompanies within the past twelve months;\n\n               (v)  no agreement (including any collective\nbargaining agreement), arbitration or court decision, decree or\norder or governmental order which is binding on any of the DynAir\nCompanies in any way limits or restricts any of the DynAir\nCompanies from relocating or closing any of its operations;\n\n               (vi)  none of the DynAir Companies has experienced\nany organized work stoppage in the last five years; and\n\n               (vii)  there are no charges, administrative\nproceedings or formal complaints of discrimination (including but\nnot limited to discrimination based upon sex, age, marital\nstatus, race, national origin, sexual preference, handicap or\nveteran status) pending or, to Seller's or DynCorp's best\nknowledge, threatened, or to Seller's or DynCorp's best\nknowledge, any investigation pending or threatened before the\nEqual Employment Opportunity Commission or any federal, state or\nlocal agency or court, and there have been no audits of the equal\nemployment opportunity practices of any of the DynAir Companies\nand, to Seller's or DynCorp's best knowledge, no basis for any\nsuch claim exists.\n\n          (h)  With respect to any pension plan (within the\nmeaning of Section 3(2) of ERISA) that (i) has been sponsored,\nmaintained or contributed to by any member of the Controlled\nGroup during the six year period prior to the date hereof, and\n(ii) is not a DynAir Plan, no liability has been incurred or is\nexpected to be incurred under Title IV of ERISA or Section 412 of\nthe Code, which liability could become a liability of Buyer or\nthe DynAir Companies.\n\n     3.15  Intellectual Property.\n\n          (a)  The DynAir Companies do not own or use any\ntrademarks, service marks, trade names (except their corporate\nnames), registered copyrights, or patents.\n\n          (b)  The DynAir Companies have not received any notice\nto the effect that any product they make or sell, or the\ndistribution or use by them or another of any such product, or\nany services it performs in the course of its business may\ninfringe any trademark, service mark, trade name, registered\ncopyright, patent, trade secret, or similar legally protectable\nright of another.\n\n     3.16  Accounts Receivable.\n\n          (a)  Schedule 3.16 sets forth all of the billed\naccounts receivable held by the DynAir Companies as of June 26,\n1995. The DynAir Companies shall, as of the Closing, own the\naccounts receivable that exist as of that date.\n\n          (b)  The accounts receivable of the DynAir Companies,\nand the accounts receivable generated since June 26, 1995,\nrepresent valid obligations owing to the  Company, subject to the\napplicable reserve for doubtful accounts.\n\n     3.17  Inventory. Seller has given Buyer access to and\nprovided Buyer with information concerning all inventory owned or\nused by the DynAir Companies. Seller and DynCorp make no\nrepresentations regarding the quantity, condition,\nnon-obsolescence, or usefulness of such inventory, it being\nunderstood by the Buyer that all such inventory is owned and used\nby the DynAir Companies in an \"as is, where is\" condition. The\nonly representations made by Seller or DynCorp with respect to\nsuch inventory are those set forth in Section 3.9 concerning\nPersonal Property.\n\n     3.18  No Material Change. To the best knowledge of DynCorp\nand Seller, since March 30, 1995, there have been no changes in\nthe financial condition, assets, liabilities (contingent or\notherwise), results of operations, business or business prospects\nof the DynAir Companies taken as a whole, that would have, in the\naggregate a Material Adverse Effect; provided, however, that\nnothing herein shall imply that any potential sales or marketing\nopportunities of the DynAir Companies identified to Buyer are\nlikely or probable sources of revenue.\n\n     3.19  Absence of Change or Event. With the exception of the\nmerger described in the third recital, and except as disclosed in\nSchedule 3.19, since March 30, 1995, the DynAir Companies have\nconducted their respective businesses only in the ordinary course\nand have not:\n\n          (a)  incurred any obligation or liability, absolute,\naccrued, contingent or otherwise, whether due or to become due,\nin excess of $5,000 in the aggregate, except liabilities or\nobligations incurred in the ordinary course of business and\nconsistent with prior practice;\n\n          (b)  mortgaged, pledged or subjected to lien,\nrestriction or any other Encumbrance any of the property,\nbusinesses or assets, tangible or intangible, of the DynAir\nCompanies, except in connection with DynCorp risk management\npractices;\n\n          (c)  sold, transferred, leased to others or otherwise\ndisposed of any of its assets (or committed to do any of the\nforegoing), excluding the payment of any loans owed to any\naffiliate, except for inventory sold to customers or returned to\nvendors and payments to any non-affiliates on account of accounts\npayable, scheduled payments in respect of indebtedness for money\nborrowed, sales of receivables to and repurchases of receivables\nfrom its affiliate Dyn Funding Corporation, and transfers in\naccordance with DynCorp's cash management program, in each case\nin the ordinary course of business and consistent with prior\npractice, or canceled, waived, released or otherwise compromised\nany debt or claim, or any right of significant value, except in\nthe ordinary course of business and consistent with prior\npractice;\n\n          (d)  suffered any damage, destruction or loss (whether\nor not covered by insurance) which has had or could have a\nMaterial Adverse Effect on any of the DynAir Companies;\n\n          (e)  made or committed to make any capital expenditures\nor capital additions or betterments in excess of an aggregate of\n$5,000;\n\n          (f)  encountered any labor union organizing activity or\nhad any actual or threatened employee strikes, work stoppages,\nslow-downs or lock-outs;\n\n          (g)  instituted any litigation, action or proceeding\nbefore any court, governmental body or arbitration tribunal\nrelating to it or its property, except for litigation, actions or\nproceedings instituted in the ordinary course of business and\nconsistent with prior practice;\n\n          (h)  declared or paid any dividend or made any other\npayment or distribution in respect of its capital stock, or\ndirectly or indirectly redeemed, purchased or otherwise acquired\nany of its capital stock, except for\n\n               (i)  normal intercompany transfers pursuant to\nDynCorp's cash management program,\n\n               (ii)  the merger of DynAir Arizona into DynAir\nFlorida described in the third recital, and\n\n               (iii)  the formation of DynAir Avionics described\nin the fourth recital;\n\n          (i)  sold or otherwise granted any options or warrants\nto purchase any securities of any of the DynAir Companies;\n\n          (j)  increased the compensation of any officer,\nemployee or agent of any of the DynAir Companies, directly or\nindirectly, including by means of any bonus, pension plan, profit\nsharing, deferred compensation, savings, insurance, retirement,\nor any other employee benefit plan, except in the ordinary course\nof business consistent with prior practice;\n\n          (k)  terminated or otherwise modified the terms of\nemployment of any of the ten highest paid employees of the DynAir\nCompanies;\n\n          (l)  increased promotional or advertising expenditures\nexcept in the ordinary course of business consistent with prior\npractice or otherwise changed its policies or practices with\nrespect thereto; or\n\n          (m)  made or changed any election concerning Taxes or\nTax Returns, changed an annual accounting period, adopted or\nchanged any accounting method, filed any amended return, entered\ninto any closing agreement with respect to Taxes, settled any Tax\nclaim or assessment or surrendered any right to claim a refund of\nTaxes or obtained or entered into any Tax ruling, agreement,\ncontract, understanding, arrangement or plan.\n\n     3.20  Compliance with Law; Environmental Matters.\n\n          (a)   The following terms shall be defined as follows:\n\n               \"Cleanup\" means all actions required to:  (1)\ncleanup, remove, treat or remediate Hazardous Substances, Oils,\nPollutants or Contaminants in the indoor or outdoor environment;\n\n(2) prevent the Release of Hazardous Substances, Oils, Pollutants\nor Contaminants so that they do not migrate, endanger or threaten\nto endanger public health or welfare or the indoor or outdoor\nenvironment; (3) perform pre-remedial studies and investigations\nand post-remedial monitoring and care; or (4) respond to any\ngovernment requests for information or documents in any way\nrelating to cleanup, removal, treatment or remediation or\npotential cleanup, removal, treatment or remediation of Hazardous\nSubstances, Oils, Pollutants or Contaminants in the indoor or\noutdoor environment.\n\n               \"Environmental Laws\" means all foreign, federal,\nstate and local laws, regulations, rules and ordinances relating\nto pollution or protection of the environment, including, without\nlimitation, laws relating to Releases or threatened Releases of\nHazardous Substances, Oils, Pollutants or Contaminants into the\nindoor or outdoor environment (including, without limitation,\nambient air, surface water, groundwater, land, surface and\nsubsurface strata) or otherwise relating to the manufacture,\nprocessing, distribution, use, treatment, storage, Release,\ntransport or handling of Hazardous Substances, Oils, Pollutants\nor Contaminants, and all laws and regulations with regard to\nrecordkeeping, notification, disclosure and reporting\nrequirements respecting Hazardous Substances, Oils, Pollutants or\nContaminants.\n\n               \"Environmental Liabilities and Costs\" means all\nliabilities, obligations, responsibilities, obligations to\nconduct Cleanup, losses, damages, deficiencies, punitive damages,\nconsequential damages, treble damages, costs and expenses\n(including, without limitation, all fees, disbursements and\nexpenses of counsel, expert and consulting fees and costs of\ninvestigations and feasibility studies and responding to\ngovernment requests for information or documents), fines,\npenalties, restitution and monetary sanctions, interest, direct\nor indirect, known or unknown, absolute or contingent, past,\npresent or future, resulting from any claim or demand, by any\nPerson, whether based in contract, tort, implied or express\nwarranty, strict liability, joint and several liability, criminal\nor civil statute, including any Environmental Law, or arising\nfrom environmental, health or safety conditions, the Release or\nthreatened Release of Hazardous Substances, Oils, Pollutants or\nContaminants into the environment, as a result of past or present\nownership, leasing or operation of any properties, owned, leased\nor operated by the DynAir Companies, including, without\nlimitation, any of the foregoing incurred in connection with the\nconduct of any Cleanup.\n\n               \"Hazardous Substances, Oils, Pollutants or\nContaminants\" means all substances defined as such in the\nNational Oil and Hazardous Substances Pollution Contingency Plan,\n40 C.F.R. Section 300.5, or defined as such by, or regulated as such\nunder, any Environmental Law.\n\n               \"Release\" means, when used as a noun, any release,\nspill, emission, discharge, leaking, pumping, injection, deposit,\ndisposal, discharge, dispersal, leaching or migration into the\nindoor or outdoor environment (including, without limitation,\nambient air, surface water, groundwater, and surface or\nsubsurface strata) or into or out of any property, including the\nmovement of Hazardous Substances, Oils, Pollutants or\nContaminants through or in the air, soil, surface water,\ngroundwater or property, and when used as a verb, the occurrence\nof any Release.\n\n          (b)  Except as disclosed in Schedule 3.20(b), to the\nbest of DynCorp's and Seller's knowledge, the operations and\nactivities of the DynAir Companies have complied and are in\ncompliance in all material respects with all applicable federal,\nstate and local laws, including, without limitation, the Federal\nAviation Regulation, 14 C.F.R. Section 1 et seq. to the extent\napplicable to the business of the DynAir Companies as currently\nconducted, health and safety statutes and regulations and all\nEnvironmental Laws, including, without limitation, all\nrestrictions, conditions, standards, limitations, prohibitions,\nrequirements, obligations, schedules and timetables contained in\nthe Environmental Laws or contained in any regulation, code,\nplan, order, decree, judgment, injunction, notice or demand\nletter issued, entered, promulgated or approved thereunder.\n\n          (c)  Schedule 3.20(c) sets forth:\n\n               (i)  a description of all federal, state, local\nand foreign governmental licenses, permits and other\nauthorizations of the DynAir Companies, the lack of which would\nhave a Material Adverse Effect upon the DynAir Companies\n(\"Permits\"); and\n\n               (ii) a list of all reports of inspection of the\nDynAir Companies and properties to the date hereof received by\nthe DynAir Companies since July 1, 1994 under all applicable\nfederal, state and local health and safety laws and regulations,\nexcluding, however, privileged audit reports prepared by the\nDynCorp Environmental Compliance Department;\n\n     Seller or DynCorp has heretofore given Buyer access to\ncomplete and correct copies of all of the foregoing and\napplications relating thereto. The DynAir Companies have\nmaintained such log books and maintenance records as are required\npursuant to the Permits.\n\n          (d)  Except as disclosed in Schedule 3.20(d), the\nDynAir Companies have obtained all Permits that are\n\n               (i)  required under all federal, state and local\nlaws, including the Environmental Laws, for the ownership, use\nand operation of each location owned, operated or leased by the\nDynAir Companies (the \"Property\") or\n\n               (ii) otherwise necessary in the conduct of the\nbusiness of the DynAir Companies.\n\n     Except as disclosed in Schedule 3.20(d), all such Permits\nare in effect, no appeal nor any other action is pending to\nrevoke any such Permit, and each of the DynAir Companies is in\nfull compliance with all terms and conditions of all such\nPermits.\n\n          (e)  Seller has heretofore delivered to or made\navailable for inspection by,  Buyer true and complete copies of\nall environmental studies in the custody of Seller or the DynAir\nCompanies made in the last five years relating to the Property or\nany other property or facility previously owned, operated or\nleased by the DynAir Companies.\n\n          (f)  Except as disclosed in Schedule 3.20(f), there is\nno civil, criminal or administrative action, suit, demand, claim,\nhearing, notice of violation, investigation, proceeding, notice\nor demand letter pending relating to the DynAir Companies or the\nProperty (or any other property or facility formerly owned,\noperated or leased by the DynAir Companies) or, to Seller's or\nDynCorp's best knowledge, threatened relating to the DynAir\nCompanies or the Property (or any other such property of\nfacility) and relating in any way to the Environmental Laws or\nany regulation, code, plan, order, decree, judgment, injunction,\nnotice or demand letter issued, entered, promulgated or approved\nthereunder.\n\n          (g)  Except as disclosed in Schedule 3.20(g), none of\nthe DynAir Companies has, and to Seller's or DynCorp's best\nknowledge, no other Person has, Released, placed, stored, buried\nor dumped any Hazardous Substances, Oils, Pollutants or\nContaminants or any other wastes produced by, or resulting from,\nany business, commercial, or industrial activities, operations,\nor processes, on, beneath, or adjacent to the Property (or any\nother property or facility formerly owned, operated or leased by\nthe DynAir Companies), except for inventories of such substances\nto be used, and wastes generated therefrom, in the ordinary\ncourse of business (which inventories and wastes, if any, were\nand are stored or disposed of in accordance with applicable laws\nand regulations and in a manner such that there has been no\nRelease of any such substances into the environment).\n\n          (h)  Except as disclosed in Schedule 3.20(h), no\nRelease or Cleanup occurred at the Property (or any other\nproperty or facility formerly owned, operated or leased by the\nDynAir Companies) which to the best knowledge of DynCorp or\nSeller could result in the assertion or creation of a lien on the\nProperty by any Governmental Entity with respect thereto, nor has\nany such assertion of a lien been made by any Governmental Entity\nwith respect thereto.\n\n          (i)  Except as disclosed in Schedule 3.20(i), to the\nbest knowledge of DynCorp or Seller, no employee of the DynAir\nCompanies in the course of his or her employment with the DynAir\nCompanies has been exposed to any Hazardous Substances, Oils,\nPollutants, Contaminants or other substance, generated, produced\nor used by the DynAir Companies which could give rise to any\nclaim against the DynAir Companies.\n\n          (j)  Except as disclosed in Schedule 3.20(j), none of\nthe DynAir Companies has received any notice or order from any\nGovernmental Entity or private or public entity advising it that\nany DynAir Company is responsible for or potentially responsible\nfor Cleanup or paying for the cost of Cleanup of any Hazardous\nSubstances, Oils, Pollutants or Contaminants or any other waste\nor substance, and no DynAir Company has entered into any\nagreements concerning such Cleanup, nor is any DynAir Company\naware of any facts which might reasonably give rise to such\nnotice, order or agreement.\n\n          (k)  Except as disclosed in Schedule 3.20(k), the\nProperty does not contain any:\n\n               (i)   underground storage tanks;\n\n               (ii)  asbestos;\n\n               (iii) equipment using PCBs;\n\n               (iv)  underground injection wells; or\n\n               (v)   septic tanks in which process wastewater or\nany Hazardous Substances, Oils, Pollutants or Contaminants have\nbeen disposed.\n\n          (l)  Except as disclosed in Schedule 3.20(l), with\nregard to the DynAir Companies and the Property (or any other\nproperty or facility formerly owned, operated or leased by the\nDynAir Companies), there are no past or present (or, to Seller's\nor DynCorp's best knowledge, future) events, conditions,\ncircumstances, activities, practices, incidents, actions or plans\nwhich may interfere with or prevent compliance or continued\ncompliance with the Environmental Laws as in effect on the date\nhereof or with any regulation, code, plan, order, decree,\njudgment, injunction, notice or demand letter issued, entered,\npromulgated or approved thereunder, or which may give rise to any\ncommon law or legal liability under the Environmental Laws, or\notherwise form the basis of any claim, action, demand, suit,\nproceeding, hearing, notice of violation, study or investigation,\nbased on or related to the manufacture, generation, processing,\ndistribution, use, treatment, storage, place of disposal,\ntransport or handling, or the Release or threatened Release into\nthe indoor or outdoor environment by the DynAir Companies or a\npresent or former facility of the DynAir Companies of any\nHazardous Substances, Oils, Pollutants or Contaminants.\n\n          (m)  None of the DynAir Companies has entered into any\nagreement that may require it to pay to, reimburse, guaranty,\npledge, defend, indemnify or hold harmless any Person for or\nagainst Environmental Liabilities and Costs.\n\n     3.21 Contracts and Commitments.\n\n          (a)  Schedule 3.21(a) contains a description of each\nwritten contract or agreement outstanding as of the date hereof\nto which any of the DynAir Companies is a party (other than any\ncontract or agreement required to be disclosed on any other\nSchedule) and which:\n\n               (i)  involves future payment or receipt of in\nexcess of $5,000 or future performance or receipt of services or\ndelivery or receipt of goods and materials, in each case with an\naggregate value in excess of $5,000, including but not limited to\nsale and purchase agreements, distributorship and sales\nrepresentative agreements and loan agreements, notes and other\nfinancing documents or commitments to enter into any of the\nforegoing agreements;\n\n               (ii) is a guarantee or indemnity in respect of\nindebtedness of any Person (including the DynAir Companies or any\nother affiliate thereof) which may involve future payment in\nexcess of $5,000 or is a mortgage, security agreement or other\narrangement intended to secure indebtedness of any Person\n(including the DynAir Companies or any other affiliate thereof)\nin excess of $5,000 and creating an Encumbrance on any asset of\nany of the DynAir Companies;\n\n               (iii)is an agreement, indenture or other\ninstrument which contains restrictions with respect to the\npayment of dividends or any other distribution in respect of the\ncapital stock of any of the DynAir Companies;\n\n               (iv) imposes a right of first refusal, option or\nother restriction with respect to any assets of any of the DynAir\nCompanies;\n\n               (v)  is a loan or advance to, or investment in,\nany Person or an agreement, contract or commitment relating to\nthe making of any such loan, advance or investment in excess of\n$500;\n\n               (vi) is an agreement, contract or commitment\nlimiting the freedom of any of the DynAir Companies to engage in\nany line of business or to compete with any Person; or\n\n               (vii)is a stockholders agreement or voting agreement\n\n          (b)  Except as disclosed on Schedule 3.21(b):\n\n               (i)  Each of the agreements set forth in Schedule\n3.21(a) and the agreements or contracts of the DynAir Companies\ndisclosed in any other Schedule (the \"Contracts\") was entered\ninto in a bona fide transaction in the ordinary course of\nbusiness and is in full force and effect.\n\n               (ii) Seller has heretofore made available for\ninspection by Buyer complete and correct copies of the Contracts.\n\n               (iii)There is not under any Contract:\n\n                    (A) any existing default by any of the DynAir\nCompanies or, to Seller's or DynCorp's best knowledge, by any\nother party thereto, or\n\n                    (B) any event which, after notice or lapse of\ntime or both, would constitute a default by any of the DynAir\nCompanies or, to Seller's or DynCorp's best knowledge, by any\nother party, or result in a right to accelerate or terminate or\nresult in a loss of rights of any of the DynAir Companies.\n\n               (iv) No purchase contracts or commitments of any\nof the DynAir Companies continue for a period of more than 12\nmonths, other than the warranty provisions thereof, or are in\nexcess of the normal, ordinary and usual requirements of business\nor at any excessive price.\n\n               (v)  There are no outstanding sales contracts,\ncommitments or proposals of any of the DynAir Companies which\ncontinue for a period of more than 12 months.\n\n               (vi) None of the DynAir Companies is under any\nliability or obligation with respect to the return of inventory\nor merchandise in the possession of customers or other Persons,\nexcept as to customary warranty provisions of sales and other\ncontracts and pursuant to normal consignment practices with\nrespect to aircraft and avionics parts and equipment.\n\n               (vii)     There are no agreements or contracts of\nany of the DynAir Companies, the performance of which contravene\nthis Agreement.\n\n     3.22 Insurance.\n\n          (a)  Schedule 3.22 sets forth\n\n               (i) a description of DynCorp policies covering the\nDynAir Companies' general comprehensive liability, comprehensive\naviation liability, workers compensation and their respective\npersonnel, properties, buildings, machinery, equipment,\nfurniture, fixtures and operations, specifying with respect to\neach such policy, the name of the insurer, type of coverage, term\nof policy, and limits of liability;\n\n               (ii)  all of the DynAir Companies' claims by year\nand by type of coverage, for the past five years, based on\ninformation received from the DynAir Companies' insurance\ncarrier(s) as of the date(s) specified, and subject to the terms\nand conditions of the applicable insurance policies, which claims\nand any related losses shall continue after closing to be the\nresponsibility of DynCorp or its insurance carriers;\n\n               (iii) any agreements, arrangements or commitments\nby or relating to the DynAir Companies, other than the contracts\ndescribed in Section 3.21, under which the DynAir Companies\nindemnify or hold harmless any other Person or are required to\ncarry insurance for the benefit of any other Person.\n\n          (b)  The insurance policies set forth in Schedule 3.22\nare in full force and effect, will cover the DynAir Companies for\nall occurrences described in the policies listed in Section\n3.22(a)(i) above (except for directors' and officers' coverages,\nwhich are issued on a claims-made basis) on or prior to the\nClosing Date, all premiums currently due and owing with respect\nthereto covering all periods up to and including the date of the\nClosing have been or will be paid prior to their specified due\ndates, and no notice of cancellation or termination has been\nreceived with respect to any such policy within the past 6\nmonths.\n\n          (c)  Schedule 3.22 identifies all risks which have been\ndesignated as being self insured.\n\n     3.23  Affiliate Interests.\n\n          (a)  Schedule 3.23(a) sets forth a general description\nof services provided by the DynAir Companies to, or received by\nthe DynAir Companies from, any affiliate of the DynAir Companies\nduring the last fiscal year for products or services (including\nany charge for administrative, purchasing, financial or other\nservices) and all amounts currently owed by the DynAir Companies\nto, or to the DynAir Companies by, any affiliate of the DynAir\nCompanies.\n\n          (b)  Each contract, agreement or arrangement between\nthe DynAir Companies, on the one hand, and Seller, DynCorp or any\naffiliate of Seller or DynCorp (other than the DynAir Companies)\nor any stockholder, officer or director of Seller, DynCorp, the\nDynAir Companies or any affiliate of Seller, on the other hand\n(\"Affiliate Agreements\") is described in Schedule 3.23(b).\n\n          (c)  Except as set forth in Schedule 3.23(c), no\nofficer or director of any of the DynAir Companies has any\nmaterial interest in any property, real or personal, tangible or\nintangible, including without limitation, inventions, patents,\ntrademarks or trade names, used in or pertaining to the business\nof any of the DynAir Companies.\n\n     3.24  Customers and Suppliers. Except as set forth in\nSchedule 3.24, to the best of Seller's and DynCorp's knowledge,\nno supplier, customer, distributor or sales representative of any\nof the DynAir Companies has canceled or otherwise terminated, or\nmade any written threat to any of the DynAir Companies or to any\nof their affiliates to cancel or otherwise terminate, for any\nreason, including the consummation of the transactions\ncontemplated hereby, its relationship with any of the DynAir\nCompanies, or has at any time on or after March 31, 1995\ndecreased materially its services or supplies to any of the\nDynAir Companies, in the case of any such supplier, or its usage\nof the services or products of any of the DynAir Companies. For\npurposes of this Section 3.24, completion of work or final\nbilling under a contract does not constitute \"termination\".\n\n     3.25 Absence of Questionable Payments.\n\n          (a)  Except as set forth on Schedule 3.25(a), to the\nbest knowledge of DynCorp or Seller, neither any of the DynAir\nCompanies nor any director, officer, agent, employee or other\nPerson acting on behalf of any of the DynAir Companies, has,\nduring the past three years, used any corporate or other funds\nfor unlawful contributions, payments, gifts, or entertainment, or\nmade any unlawful expenditures relating to political activity to\ngovernment officials or others or established or maintained any\nunlawful or unrecorded funds in violation of Section 30A of the\nExchange Act.\n\n          (b)  None of the DynAir Companies is or will be subject\nto any liability, cost or judicial, administrative or other\npenalty with respect to any matter set forth on Schedule 3.25(a).\n\n          (c)  To the best knowledge of DynAir or Seller, none of\nthe DynAir Companies nor any current director, officer, agent,\nemployee or other Person acting on behalf of any of the DynAir\nCompanies has accepted or received any unlawful contributions,\npayments, gifts, or expenditures.\n\n     3.26  Products.\n\n          (a)  Schedule 3.26(a) sets forth\n\n               (i)  all claims asserted or, to Seller's best\nknowledge, threatened at any time during the past two years\nagainst any of the DynAir Companies in respect of personal\ninjury, wrongful death or property damage alleged to have\nresulted from products or services provided by the DynAir\nCompanies, together with a description of each such claim or\naction initiated with respect thereto and the disposition\nthereof; and\n\n               (ii)  all express warranties and disclaimers of\nwarranty normally used by any of the DynAir Companies in\nconnection with the products or services provided by the DynAir\nCompanies.\n\n          (b)  To the best of Seller's and DynCorp's knowledge,\nthe DynAir Companies have not experienced product recall or\nwarranty claims in excess of 3% of aggregate gross sales for any\nof the past three years.\n\n     3.27  Disclosure.\n\n          (a)  This Agreement, the Exhibits, the Schedules, and\nthe other documents, certificates, and statements to be delivered\nto Buyer pursuant hereto or in connection herewith or with the\ntransactions contemplated hereby, when read together as a single\ndisclosure, do not contain any untrue statement of a fact and do\nnot omit to state a fact necessary in order to make the\nstatements contained herein and therein not misleading. All facts\nmaterial to the business, assets, liabilities, financial\ncondition, results of operations, and prospects of the DynAir\nCompanies have been set forth in this Agreement, the Schedules,\nor the other documents, certificates, and written statements\nfurnished or to be furnished to the Purchaser by or on behalf of\nDynCorp and Seller.\n\n          (b)  Seller or DynCorp has furnished or caused to be\nfurnished or made available to Buyer complete and correct copies\nof all agreements, instruments and documents set forth or\nreferred to on a Schedule. Each of the Schedules is complete and\ncorrect.\n\n     3.28  Seller's or DynCorp's Best Knowledge. The term\n\"Seller's or DynCorp's best knowledge\", and terms of like import,\nshall mean the actual knowledge of a director, officer or manager\nof Seller, DynCorp or a DynAir Company.\n\n\n                             ARTICLE 4\n\n               REPRESENTATIONS AND WARRANTIES OF BUYER\n\n     Buyer represents and warrants to Seller and DynCorp that:\n\n     4.1  Organization. Buyer is a corporation duly organized and\nvalidly existing and in good standing under the laws of the State\nof Delaware.\n\n     4.2  Corporate Authority.\n\n          (a)  Buyer has full corporate power and authority to\nenter into this Agreement and to consummate the transactions\ncontemplated hereby.\n\n          (b)  The execution, delivery and performance by Buyer\nof this Agreement has been duly authorized by all requisite\ncorporate action.\n\n          (c)  This Agreement has been duly executed and\ndelivered by Buyer, and (assuming due execution and delivery by\nSeller and DynCorp) this Agreement constitutes a valid and\nbinding obligation of Buyer, enforceable in accordance with its\nterms, except as may be limited or otherwise affected by\n\n               (i) applicable bankruptcy, insolvency,\nreorganization, moratorium and other laws of general application,\nand legal and equitable principles relating to or affecting\ncreditors' rights, including, without limitation, the effect of\nstatutory or other law regarding fraudulent conveyances and\npreferential transfers, and\n\n               (ii) equitable principles of general applicability\n(regardless of whether such enforceability is considered in a\nproceeding at law or in equity) including, without limitation,\nconcepts of reasonableness, materiality, good faith and fair\ndealing.\n\n     4.3  No Violation; Consents.\n\n          (a)  Except as set forth in Schedule 4.3,  Buyer is not\nsubject to or bound by any provision of:\n\n          (i)  any law, statute, rule, regulation or judicial or\nadministrative decision;\n\n          (ii)  any certificate of incorporation or by-laws;\n\n          (iii)  any mortgage, deed of trust, lease, note,\nshareholders' agreement, bond, indenture, other instrument or\nagreement, license, permit, trust, custodianship, other\nrestriction; or\n\n          (iv)  any judgment, order, writ, injunction or decree\nof any court, governmental body, administrative agency or\narbitrator, that would prevent or be violated by, or under which there\nwould be a default as a result of, the execution, delivery and\nperformance by Buyer of this Agreement and the consummation of\nthe transactions contemplated hereby.\n\n          (b)  Except as set forth in Schedule 4.3, no consent,\napproval or authorization of or declaration or filing with any\nPerson is required for the valid execution, delivery and\nperformance by Buyer of this Agreement and the consummation of\nthe transactions contemplated hereby.\n\n     4.4  Investment Intent.\n\n          (a)  Buyer acknowledges that the Shares have not been\nregistered under the Securities Act or any state securities laws,\nand that Seller is transferring the Shares to Buyer in reliance\nupon exemptions from the registration requirements of the\nSecurities Act and state securities laws.\n\n          (b)  Buyer is acquiring the Shares for investment and\nnot for the purpose of or with a view to the sale or other\ndistribution thereof.\n\n          (c)  Buyer understands that it may have to hold the\nShares indefinitely unless they are subsequently registered under\nthe Securities Act and state securities laws, or exemptions from\nregistration are available.\n\n          (d)  Buyer\n\n               (i)  has no present intention to resell or\ndistribute any portion of the Shares;\n\n               (ii)  will receive and hold the Shares for\ninvestment for its own account; and\n\n               (iii)  has no contract, undertaking, agreement or\narrangement with any person to sell or transfer to any such\nperson or anyone, or to have any such person sell for them, any\nportion of the Shares, and is not engaged in any discussion with\nany person relative to the sale or transfer of any portion of the\nShares.\n\n     4.5  Disclosure. This Agreement, the Exhibits, the\nSchedules, and the other documents, certificates, and statements\nto be delivered to DynCorp and Seller pursuant hereto or in\nconnection herewith or with the transactions contemplated hereby,\nwhen read together as a single disclosure, do not contain any\nuntrue statement of a fact and do not omit to state a fact\nnecessary in order to make the statements contained herein and\ntherein not misleading.\n\n     4.6  Buyer Knowledge Concerning Potential Breaches of Seller\nRepresentations and Warranties.  Buyer confirms that it has no\nknowledge as of the date of the execution of this Agreement of\nany actual or potential material breach of any Seller\nrepresentation or warranty set forth in Article 3 above.  For\npurposes of this Section 4.6, \"material breach\" shall mean\nbreaches which, in the aggregate, would exceed $250,000.\n\n\n                           ARTICLE 5\n\n     CERTAIN COVENANTS AND AGREEMENTS OF BUYER, SELLER AND DYNCORP\n\n     5.1  Tax Covenants.\n\n          (a) (i)  DynCorp shall cause the DynAir Companies to be\nincluded in DynCorp's consolidated federal income Tax Returns for\nall periods for which they are eligible to be so included,\nincluding, without limitation, the period from January 1, 1995 to\nthe Closing Date, and in any other required state, local and\nforeign consolidated, affiliated, combined, unitary or other\nsimilar group income Tax Returns that include Seller or any\naffiliate of Seller for all Pre-Closing Periods for which any of\nthem are required to be so included.\n\n               (ii)  DynCorp shall\n\n                    (A)  timely prepare and file all such Returns\nand timely pay when due all Taxes relating to such Returns and\n\n                    (B)  timely prepare and file, or cause to be\nprepared and filed, all other income tax Returns of the DynAir\nCompanies for all taxable periods ending on or prior to the\nClosing Date and timely pay, or cause to be paid, when due all\nTaxes relating to such Returns.\n\n               (iii)  Such Returns shall be prepared or completed\nin a manner consistent with prior practice of DynCorp and the\nDynAir Companies with respect to Returns concerning the income,\nproperties or operations of the DynAir Companies (including\nelections and accounting methods and conventions), except as\notherwise required by law or regulation or otherwise agreed to by\nBuyer prior to the filing thereof.\n\n          (b) (i)  Any Taxes with respect to the income, property\nor operations of the DynAir Companies that relate to a tax period\nbeginning before the Closing Date and ending after the Closing\nDate (an \"Overlap Period\") shall be apportioned between Buyer and\nDynCorp,\n\n                    (A)  in the case of real and personal\nproperty Taxes (and any other Taxes not measured or measurable,\nin whole or in part, by net or gross income or receipts), on a\nper diem basis and,\n\n                    (B)  in the case of other Taxes, as\ndetermined from the books and records of the DynAir Companies\nduring the portion of such period ending on the Closing Date and\nthe portion of such period beginning on the day following the\nClosing Date consistent with the past practices of DynCorp and\nthe DynAir Companies.\n\n               (ii)  Buyer shall cause the DynAir Companies to\nfile any Returns for any Overlap Period, and Buyer shall pay, or\ncause to be paid, all state, local or foreign Taxes shown as due\non any such Returns.\n\n               (iii)  DynCorp shall pay Buyer its share of any\nsuch Taxes (to the extent DynCorp is liable therefor in\naccordance with this Section 5.1(b) and to the extent not already\npaid by DynCorp the DynAir Companies or accrued or otherwise\nreflected as a liability on the Final Calculation of Base\nPurchase Price due pursuant to the filing of any such Returns\nunder the provisions of this Section 5.1(b) within five (5)\nbusiness days of receipt of notice of such filing by Buyer, which\nnotice shall set forth in reasonable detail the calculations\nregarding DynCorp's share of such Taxes.\n\n               (iv)  Buyer shall pay to DynCorp its share of any\nrefunds from prior payments of any such taxes within five\nbusiness days or Buyer's receipt of such refunds.\n\n          (c) (i)  DynCorp shall have the right to represent the\ninterests of the DynAir Companies in any Tax audit or\nadministrative or court proceeding relating to Returns described\nin Section 5.1(a) with respect to which DynCorp may be liable for\nTaxes pursuant to this Agreement (including any such proceedings\nrelating to the income, properties or operations of the DynAir\nCompanies); provided, however, that Buyer shall have the right to\nparticipate in any such audit or proceeding to the extent that\nany such audit or proceeding may affect the Tax liability of\nBuyer, any of its affiliates or the DynAir Companies for any\nperiod ending after the Closing Date and to employ counsel of its\nchoice at its own expense for purposes of such participation.\n\n               (ii)  Notwithstanding anything to the contrary\ncontained or implied in this Agreement, without the prior written\napproval of Buyer, neither DynCorp nor any affiliate of DynCorp\nshall agree or consent to compromise or settle, either\nadministratively or after the commencement of litigation, any\nissue or claim arising in any such audit or proceeding, or\notherwise agree or consent to any Tax liability, to the extent\nthat any such compromise, settlement, consent or agreement may\naffect the Tax liability of Buyer, any of its affiliates or the\nDynAir Companies for any period ending after the Closing Date\n(including, but not limited to, the imposition of Tax\ndeficiencies, the reduction of asset basis or cost adjustments,\nthe lengthening of any amortization or depreciation periods, the\ndenial of amortization or depreciation deductions, or the\nreduction of loss or credit carry forwards).\n\n          (d) (i)  Buyer shall promptly notify DynCorp in writing\nupon receipt by Buyer, any affiliate of Buyer or the DynAir\nCompanies of notice of any pending or threatened Tax audits or\nassessments relating to the income, properties or operations of\nthe DynAir Companies, in each case for Pre-Closing Periods only,\nso long as Pre-Closing Periods remain open; provided that failure\nby Buyer to comply with this Section 5.1(d)(i) shall not affect\nBuyer's right to indemnification relating to Taxes if such\nfailure does not prejudice the rights of DynCorp,\n\n               (ii)  DynCorp shall promptly notify Buyer in\nwriting upon receipt by DynCorp or any affiliate of DynCorp of\nnotice of any pending or threatened Tax audits or assessments\nrelating to the income, properties or operations of the DynAir\nCompanies, in each case for Pre-Closing Periods only, provided\nthat failure by DynCorp to comply with this Section 5.1(d)(ii)\nshall not affect DynCorp's right to indemnification relating to\nTaxes if such failure does not prejudice the rights of Buyer.\n\n          (e)  If the DynAir Companies or any consolidated,\naffiliated, combined, unitary or other similar Tax group of which\nany of the DynAir Companies is now or was formerly a member has\nany reduction in Tax liability by reason of an adjustment with\nrespect to a Pre-Closing Period and such adjustment has the\neffect of decreasing deductions or credits, or increasing income,\nfor any taxable year or tax period (including an Overlap Period)\nending after the Closing Date, then DynCorp shall pay to Buyer an\namount equal to the Tax detriment attributable to such decreased\ndeductions or credits, or increased income, as and when the\nDynAir Companies or any consolidated, affiliated, combined,\nunitary or other similar Tax group of which any of the DynAir\nCompanies may be a member actually suffers such detriment and is\nrequired to make a payment on account thereof.\n\n          (f)  Neither DynCorp nor any affiliate of DynCorp\nshall, without the prior written consent of Buyer, file, or cause\nto be filed, any amended Tax return or claim for Tax refund, with\nrespect to the DynAir Companies for any Pre-Closing Period, to\nthe extent that any such filing may affect the Tax liability of\nBuyer, any of its affiliates or the DynAir Companies for any\nperiod ending after the Closing Date (including, but not limited\nto, the imposition of Tax deficiencies, the reduction of asset\nbasis or cost adjustments, the lengthening of any amortization or\ndepreciation periods, the denial of amortization or depreciation\ndeductions, or the reduction of loss or credit carryforwards).\n\n          (g) (i)  Any and all existing Tax sharing, allocation,\ncompensation or like agreements or arrangements, whether or not\nwritten, that include the DynAir Companies, including, without\nlimitation, any arrangement by which any of the DynAir Companies\nmakes compensating payments to each other or any other member of\nany affiliated, consolidated, combined, unitary or other similar\nTax group for the use of certain tax attributes, shall be\nterminated as of the day before the Closing Date (pursuant to a\nwriting executed on or before the Closing Date by all parties\nconcerned) and shall have no further force or effect.\n\n               (ii)  All liabilities of the DynAir Companies to\nDynCorp or any affiliate of DynCorp (for Taxes or otherwise\npursuant to such agreements or arrangements) shall be canceled on\nor prior to the Closing Date.\n\n          (h) (i)  After the Closing Date, Buyer and DynCorp\nshall provide each other, and Buyer shall cause the DynAir\nCompanies to provide DynCorp, with such cooperation and\ninformation relating to the DynAir Companies as either party\nreasonably may request in\n\n                    (A) filing any Tax return, amended return or\nclaim for refund,\n\n                    (B) determining any Tax liability or a right\nto refund of Taxes,\n\n                    (C) conducting or defending any audit or\nother proceeding in respect of Taxes, or\n\n                    (D) effectuating the terms of this Agreement.\n\n               (ii)  The parties shall retain, and Buyer shall\ncause the DynAir Companies to retain, all returns, schedules and\nwork papers, and all material records and other documents\nrelating thereto, until the expiration of the statute of\nlimitation (and, to the extent notified by any party, any\nextensions thereof) of the taxable years to which such returns\nand other documents relate and, unless such returns and other\ndocuments are offered and delivered to Buyer or DynCorp, as\napplicable, until the final determination of any Tax in respect\nof such years.\n\n               (iii)  Any information obtained under this Section\n5.1 shall be kept confidential, except as may be otherwise\nnecessary in connection with filing any Tax return, amended\nreturn, or claim for refund, determining any Tax liability or\nright to refund of Taxes, or in conducting or defending any audit\nor other proceeding in respect of Taxes.\n\n               (iv)  Notwithstanding the foregoing, neither Buyer\nnor DynCorp, nor any of their affiliates, shall be required\nunreasonably to prepare any document, or determine any\ninformation not then in its possession, in response to a request\nunder this Section 5.1(h).\n\n          (i)  Seller shall be liable for, and shall pay when\ndue, any transfer, gains, documentary, sales, use, registration,\nstamp, value added or other similar Taxes payable by reason of\nthe transactions contemplated by this Agreement or attributable\nto the sale, transfer or delivery of the Shares or the assets of\nAvionics to Avionics hereunder, and Seller or DynCorp shall, at\nits own expense, file all necessary Tax returns and other\ndocumentation with respect to all such Taxes.\n\n          (j)  (i)  Buyer and DynCorp agree to jointly make an\nelection pursuant to Code Section 338(h)(10) regarding the sale\nand purchase of the DynAir Companies Common Stock under this\nAgreement, and Buyer agrees to make an election pursuant to Code\nSection 338(g) regarding the purchase of the DynAir Companies\nCommon Stock under this Agreement.\n\n               (ii)  Buyer and DynCorp agree to comply with all\nof the requirements and conditions of Code Sections 338(g) and\n338(h)(10), the Temporary Treasury Regulations thereunder and all\nother applicable Code sections and Treasury Regulations relating\nthereto, including without limitation the timely filing of\nDepartment of Treasury Form 8023 entitled \"Corporate Qualified\nStock Purchase Elections,\" which Buyer shall be responsible for\npreparing.\n\n               (iii)  Buyer and DynCorp also agree to make any\nanalogous elections pursuant to any state or local income tax\nprovisions, and shall take all necessary steps to effectuate such\nelections.\n\n               (iv)  Neither Buyer nor DynCorp will take any\naction, including, without limitation, any action in connection\nwith the filing of federal, state or local income Tax returns of\nany Person, which would be inconsistent with or prejudice the\nCode Section 338(h)(10) elections.\n\n               (v) (A)  Within 90 days after the Closing Date,\nBuyer, Seller and DynCorp shall agree to an allocation of the\nBase Purchase Price (together with liabilities assumed by\noperation of law hereunder and other relevant items) among the\nassets of the DynAir Companies (the \"Purchased Assets\"), provided\nthat if Buyer, Seller and DynCorp are unable so to agree within\nsuch period, the parties shall not be required so to agree and\neach party may use its own allocation.\n\n                    (B)  Such allocation will comply with the\nrequirements of Code Section 338 and the Temporary Treasury\nRegulations thereunder.\n\n                    (C)  Buyer, Seller and DynCorp represent,\nwarrant and agree that such allocation has been determined\nthrough arm's length negotiations.\n\n                    (D)  Buyer, Seller and DynCorp each agrees\nthat, to the extent permitted by applicable law, it will adopt\nand utilize the amounts allocated to each asset or class of\nassets for purposes of all federal, state and other income Tax\nreturns or reports of any nature filed by it and that it will not\nvoluntarily take any position inconsistent therewith upon\nexamination of any such Tax returns or reports, in any claim for\nrefund, in any litigation or otherwise with respect to such Tax\nreturns or reports.\n\n     5.2  Expenses and Finder's Fees.\n\n          (a)  (i)  Buyer acknowledges that DynCorp has retained\nArthur Andersen LLP in connection with the transaction\ncontemplated hereby.\n\n               (ii)  DynCorp shall be solely responsible for all\nfees and expenses of Arthur Andersen LLP in connection therewith.\n\n               (iii)  Each of the parties represents, warrants\nand agrees that no other finder's fee or broker's commission\nshall, by reason of its actions, be payable in connection with\nthe transactions contemplated hereby.\n\n          (b)  Buyer, Seller and DynCorp hereby agree that,\nwhether or not the proposed transaction outlined herein is ever\nconsummated, each will pay its own (and its representatives')\nrespective fees and expenses incurred in connection with the\nnegotiation, preparation and execution of the Agreement and any\nother document contemplated hereby.\n\n     5.3  Press Releases. Except as required by law or stock\nexchange regulation, any public announcements regarding the\ntransactions contemplated hereby shall be made only with the\nmutual consent of Buyer and DynCorp.\n\n     5.4  Termination of Benefit Plan Participation. The parties\nacknowledge that, on or about the Closing Date, DynCorp intends\nto terminate the participation of all DynAir Companies and their\nemployees in the DynCorp Employee Stock Ownership Plan, the\nDynCorp Executive and Management Incentive Plans, and the DynCorp\ngroup health, life and salary continuation benefit plans;\nprovided, that all terminations will be in accordance with the\nterms of such plans. DynCorp will indemnify and hold Buyer and\nthe DynAir Companies harmless from any and all liabilities\nincurred by or threatened against the Buyer or the DynAir\nCompanies by DynAir Company employees as a result of termination\nof such plan participation.\n\n     5.5  Discontinuation of Use of \"DynAir Tech\" Name.\n\n          (a) (i)  Seller and DynCorp hereby consent to the use\nby Buyer and the DynAir Companies of the name \"DynAir Tech\" for a\nperiod up to and including December 31, 1995.\n\n               (ii)  With respect to the period from January 1,\n1996 through June 30, 1997, Seller and DynCorp hereby consent to\nthe use by Buyer of the name \"DynAir Tech\", provided that such\nuse is limited to the inclusion of the name \"DynAir Tech\" in a\ntransition name such as \"Sabreliner Maintenance, Inc., formerly\nDynAir Tech of Arizona\", \"DynAir Tech of Florida, Inc., a\nsubsidiary of Sabreliner Corporation,\" or some similar treatment\nthat clearly indicates the new affiliation of the DynAir\nCompanies.\n\n               (iii)  For the period beginning July 1, 1997,\nSeller and DynCorp hereby specifically consent to the use of the\nname \"Air Tech\" and similar names not containing the name \"Dyn.\"\n\n          (b) (i)  The Seller's consents contained in Section\n5.5(a)(i) and (ii) shall be deemed to constitute a limited, paid\nup, world-wide license for the use of the name \"DynAir Tech\"\nsubject to the terms and for the periods described herein.\n\n               (ii)  Upon the termination of this limited\nlicense, Buyer agrees to cause the DynAir Companies to change\ntheir names to dissimilar names not incorporating the term\n\"DynAir Tech\" or any similar terminology, provided that the name\n\"Air Tech\" shall not be deemed to be similar terminology.\n\n     5.6  Disclaimer Related to Forecasts. Buyer acknowledges\nthat, at its request, certain employees of the DynAir Companies\nprovided Buyer and its agents and representatives with estimates\nof future revenues and profits during the due diligence\nexamination of the DynAir Companies conducted by Buyer prior to\nthe Closing Date. Buyer acknowledges that all such estimates were\ngiven to Buyer subject to a specific disclaimer as to future\naccuracy and reliability. Buyer acknowledges and agrees that, in\nthe event any of such forecasts prove with the passage of time or\notherwise to be inaccurate, Buyer will not assert any claim\nagainst DynCorp, Seller, or any of their agents, representatives,\nadvisors, or contractors, or any of their employees, directors or\nadvisors.\n\n     5.7  Insurance. Buyer acknowledges that the DynAir Companies\nwill not be covered by DynCorp's and Seller's insurance programs\nafter the Closing, except to the extent that occurrence-type\ncoverages are applicable to events which occurred prior to\nClosing. The parties agree to cooperate in tendering defense to\ninsurance carriers and settling claims against the DynAir\nCompanies for pre-Closing matters.\n\n     5.8  Certain Disability and Health Benefits.\n\n          (a)  Notwithstanding any other provision of this\nAgreement, with respect to any employee of any DynAir Company who\nis absent from work on the Closing Date on account of a condition\nentitling such employee to benefits under a DynCorp short-term or\nlong-term disability benefit plan, program or policy, DynCorp and\nits applicable benefit plans, programs and policies shall remain\nresponsible on and after the Closing Date for all short-term and\nlong-term disability benefits payable to such employee pursuant\nto the terms of the DynCorp disability plans, programs and\npolicies until such time as the employee returns to full-time\nactive employment with a DynAir Company, as well as for the\nhealth, life and other welfare plan coverage of such employee and\nhis or her covered dependents during such period of absence.\n\n          (b) (i)  With respect to all other employees of the\nDynAir Companies and their covered dependents, the DynCorp\nhealth, life and other welfare benefit plans (other than\ndisability plans, programs and policies) shall be responsible\n(subject to the terms of such plans) for all claims incurred\nprior to the Closing Date, and the health, life and other welfare\nbenefit plans (other than disability plans) established by Buyer\nor the DynAir Companies shall be responsible (subject to the\nterms and conditions of such plans) for claims incurred on or\nafter the Closing Date.\n\n               (ii)  For purposes of this Section 5.8(b), a claim\nshall be deemed to be incurred\n\n                    (A)  when an individual obtains professional\nservices, equipment or prescription drugs covered by a medical,\nprescription drug, dental or vision benefit plan,\n\n                    (B)  upon death in the case of a life\ninsurance plan, and\n\n                    (C)  as of the date of the accident in the\ncase of an accidental death and dismemberment plan.\n\n               (iii)  Notwithstanding the foregoing, the DynCorp\nhealth and welfare plans shall be responsible for the cost of all\nprofessional services, equipment and prescription drugs provided\nduring a hospital stay or similar confinement of any employee of\na DynAir Company or his or her covered dependent that begins\nprior to the Closing Date and ends after the Closing Date\n(subject to the terms and conditions of such plans).\n\n\n     5.9  Release of Financing Statements. As soon as practicable\nafter the Closing Date, and in no event later than five business\ndays thereafter, Seller and DynCorp shall provide to Buyer\nexecuted releases of financing statements on Form UCC-3, relating\nto all of the outstanding financing statements filed against the\nDynAir Companies in favor of Dyn Funding Corporation.\n\n     5.10 Certain Guaranties. After the Closing, Buyer shall use\nits best efforts to obtain releases of DynCorp and its affiliates\n(other than the DynAir Companies) from all guaranties of\nobligations of the DynAir Companies, and, if necessary, to\nsubstitute Buyer's guaranties therefor.\n\n\n                            ARTICLE 6\n\n                  CONDITIONS PRECEDENT OF BUYER\n\n          Buyer need not consummate the transactions contemplated\nby this Agreement unless the following conditions shall be\nfulfilled, each of which shall be considered satisfied or waived\nin full by Buyer upon Closing:\n\n     6.1  Representations and Warranties; Covenants. Except as\notherwise contemplated or permitted by this Agreement,\n\n          (a)  the representations and warranties of Seller and\nDynCorp contained in this Agreement or in any certificate or\ndocument delivered to Buyer pursuant hereto shall be true and\ncorrect in all material respects,\n\n          (b)  Seller and DynCorp shall, and shall require the\nDynAir Companies to, have performed and complied in all material\nrespects with all agreements and conditions required by this\nAgreement to be performed or complied with by Seller, DynCorp or\nthe DynAir Companies prior to or on the Closing Date, and\n\n          (c)  Buyer shall have been furnished with a certificate\nof the president or an executive or senior vice president of each\nof Seller and DynCorp, dated the Closing Date, certifying, to\nsuch officer's knowledge, to the effect of clauses (a) and (b) of\nthis Section 6.1.\n\n     6.2  Opinion of Seller's Counsel. Buyer shall have been\nfurnished with an opinion dated the Closing Date of H. Montgomery\nHougen, counsel for Seller and DynCorp, substantially in the form\nattached hereto as Exhibit D.\n\n     6.3  No Actions. No action, suit, or proceeding before any\ncourt or governmental or regulatory authority shall be pending,\nno investigation by any governmental or regulatory authority\nshall have been commenced, and no action, suit or proceeding by\nany governmental or regulatory authority shall have been\nthreatened, against Buyer, Seller, DynCorp, any of the DynAir\nCompanies or any of the principals, officers or directors of any\nof them, seeking to restrain, prevent or change the transactions\ncontemplated hereby or questioning the legality or validity of\nany such transactions or seeking damages in connection with any\nsuch transactions.\n\n     6.4  Consents. All consents of third parties, including,\nwithout limitation, Governmental Entities and non-governmental\nself-regulatory agencies, and all filings with and notifications\nof Governmental Entities, regulatory agencies (including\nnon-governmental self-regulatory agencies) or other entities\nwhich regulate the business of Buyer or the DynAir Companies\nnecessary on the part of Buyer or the DynAir Companies, to the\nexecution and delivery of this Agreement and the consummation of\nthe transactions contemplated hereby and to permit the continued\noperation of the respective businesses of Buyer and the DynAir\nCompanies in substantially the same manner after the Closing Date\nas theretofore conducted, other than routine post-closing\nnotifications or filings, shall have been obtained or effected.\n\n     6.5  Intercompany Accounts. On the Closing Date, Buyer shall\nhave received evidence of the elimination of all intercompany\naccounts between Seller or DynCorp and their affiliates, on the\none hand, and the DynAir Companies, on the other hand.\n\n     6.6  Merger; Plan of Liquidation. DynAir Arizona shall have\nmerged into DynAir Florida, and DynAir Florida shall have adopted\na plan of liquidation.\n\n     6.7  Miscellaneous. Buyer shall have received such other\ncertificates and other documents as Buyer shall have reasonably\nrequested.\n\n\n                           ARTICLE 7\n\n           CONDITIONS PRECEDENT OF SELLER AND DYNCORP\n\n          Seller and DynCorp need not consummate the transactions\ncontemplated hereby unless the following conditions shall be\nfulfilled, each of which shall be considered satisfied or waived\nin full by Seller and DynCorp upon Closing:\n\n     7.1  Representations and Warranties; Covenants.\n\n          Except as otherwise contemplated or permitted by this\nAgreement,\n\n          (a)  the representations and warranties of Buyer\ncontained in this Agreement or in any certificate or document\ndelivered to Seller or DynCorp pursuant hereto shall be true in\nall material respects,\n\n          (b)  Buyer shall have performed and complied in all\nmaterial respects with all agreements and conditions required by\nthis Agreement to be performed or complied with by it prior to or\non the Closing Date, and\n\n          (c)  Seller and DynCorp shall have been furnished a\ncertificate of the Chairman of the Board of Directors and Chief\nExecutive Officer or the Senior Vice President, Finance and\nCorporate Development, and Chief Financial Officer of Buyer,\ndated the Closing Date, certifying to the effect of clauses (a)\nand (b) of this Section 7.1.\n\n     7.2  Opinion of Buyer's Counsel. Seller and DynCorp shall\nhave been furnished with an opinion dated the Closing Date of\nWinthrop, Stimson, Putnam &amp; Roberts, special counsel for Buyer,\nsubstantially in the form attached hereto as Exhibit E.\n\n     7.3  No Actions. No action, suit, or proceeding before any\ncourt or governmental or regulatory authority shall be pending,\nno investigation by any governmental or regulatory authority\nshall have been commenced, and no action, suit or proceeding by\nany governmental or regulatory authority shall have been\nthreatened, against Seller, DynCorp or any of their respective\nprincipals, officers or directors, seeking to restrain, prevent,\nor change the transactions contemplated hereby or questioning the\nlegality or validity of any such transactions or seeking damages\nin connection with any such transactions.\n\n     7.4  Consents. All consents of third parties, including,\nwithout limitation, Governmental Entities and non-governmental\nself-regulatory agencies, and all filings with and notifications\nof Governmental Entities, regulatory agencies (including\nnon-governmental self-regulatory agencies) or other entities\nwhich regulate the businesses of Seller and DynCorp, necessary on\nthe part of Seller or DynCorp, to the execution and delivery of\nthis Agreement and the consummation of the transactions\ncontemplated hereby, other than routine post-closing\nnotifications or filings, shall have been obtained or effected.\n\n     7.5. Merger; Plan of Liquidation. DynAir Arizona shall have\nmerged into DynAir Florida, and DynAir Florida shall have adopted\na plan of liquidation.\n\n     7.6  Miscellaneous. Seller and DynCorp shall have received\nsuch other certificates and other documents as they shall have\nreasonably requested.\n\n\n                          ARTICLE 8\n\n                       INDEMNIFICATION\n\n     8.1  Indemnification by Seller and DynCorp After Closing.\nExcept to the extent compensated for in the purchase price\nadjustment under Section 1.4 above, Seller and DynCorp hereby\njointly and severally agree after the Closing Date to defend,\nindemnify and hold harmless Buyer, the DynAir Companies and their\nrespective successors, assigns and affiliates (collectively, the\n\"Buyer Indemnities\") from and against any and all losses,\ndeficiencies, liabilities, damages, assessments, judgments, costs\nand expenses, including reasonable attorneys' fees (both those\nincurred in connection with the defense or prosecution of the\nindemnifiable claim and those incurred in connection with the\nenforcement of this provision), including Environmental\nLiabilities and Costs (collectively, \"Buyer Losses\"), caused by,\nresulting from or arising out of:\n\n          (a) (i)  breaches of representation or warranty\nhereunder on the part of Seller or DynCorp; and\n\n               (ii)  failures by Seller or DynCorp to perform or\notherwise fulfill any undertaking or other agreement or\nobligation hereunder after the Closing, including, without\nlimitation, those set forth in Section 5.1 (Tax Covenants);\n\n          (b) (i)  loss of life, injury to persons or property,\nor damage to natural resources caused by the actual, alleged or\nthreatened Release, storage, transportation, treatment or\ngeneration of Hazardous Substances, Oils, Pollutants or\nContaminants generated, stored, used, disposed of, treated,\nhandled or shipped by Seller or the DynAir Companies prior to the\nClosing;\n\n               (ii)  Cleanup of Hazardous Materials Released,\ndisposed of or discharged:\n\n                    (A) on, beneath or adjacent to the Property\nprior to the Closing; and\n\n                    (B) at any other location if such substances\nwere generated, used, stored, treated, transported or Released by\nor on behalf of Seller or the DynAir Companies prior to the\nClosing;\n\n               (iii)  the cost of installation of oil-water\nseparator or other remediation system for the purpose of treating\nwater run-off through DynAir Florida's Miami hangar floor drain\nsystem; provided that the liability of Seller and DynCorp\nhereunder shall be limited to the lesser of (A) 50% of such cost\nincurred by Buyer and\/or the DynAir Companies, and (B) $100,000;\nand provided further that before asserting any claim against\nDynCorp or Seller under this Section (iii), the DynAir Companies\nand Buyer shall use their best efforts to recover such costs from\nDade County.\n\n          (c)  any liability of the DynAir Companies for unpaid\nTaxes (including, without limitation, any such arising out of the\nmerger of DynAir Arizona with and into DynAir Florida and the\nadoption of a plan of liquidation by DynAir Florida) or pension\nliabilities incurred by virtue of being a member of an affiliated\ngroup filing a consolidated federal income Tax return with\nDynCorp or its status as an ERISA affiliate of Seller or DynCorp\nor any subsidiary or affiliate of Seller or DynCorp prior to\nClosing, and to the extent not attributable directly and solely\nto the separate operations of each of the DynAir Companies;\n\n          (d)  any and all claims, liabilities, demands, actions,\nsuits or proceedings (\"Insurance Losses\") that would be covered\nby available policies of insurance as set forth in Schedule 3.22,\nbut which are not so covered by reason of being below the\napplicable deductible amounts, and all deductibles with respect\nto Insurance Losses that exceed such deductibles; and\n\n          (e)  any and all actions, suits, proceedings, claims,\ndemands, incident to any of the foregoing or such\nindemnification; provided, however, that if any claim, liability,\ndemand, assessment, action, suit or proceeding shall be asserted\nin respect of which a Buyer Indemnity proposes to demand\nindemnification (\"Buyer Indemnified Claims\"), Buyer or such other\nBuyer Indemnity shall notify Seller and DynCorp in writing\nthereof, provided further, however, that subject to Section 8.2\nbelow the failure so to notify Seller or DynCorp shall not reduce\nor affect Seller's or DynCorp's obligations with respect thereto\nexcept to the extent that Seller or DynCorp is materially\nprejudiced thereby;\n\nSubject to rights of or duties to any insurer or other third\nPerson having liability therefor, Seller and DynCorp shall have\nthe right promptly upon receipt of such notice to assume the\ncontrol of the defense, compromise or settlement of any such\nBuyer Indemnified Claims (provided that any compromise or\nsettlement must be approved by Buyer, which approval may not\nunreasonably be withheld), including, at its own expense,\nemployment of counsel reasonably satisfactory to Buyer; provided,\nhowever, that if Seller or DynCorp shall have exercised its right\nto assume such control, Buyer may, in its sole discretion and at\nits expense, employ counsel to represent it (in addition to\ncounsel employed by Seller or DynCorp) in any such matter, and in\nsuch event counsel selected by Seller or DynCorp shall be\nrequired to cooperate with such counsel of Buyer in such defense,\ncompromise or settlement.\n\n     8.2  Certain Limitations. All other provisions of this\nArticle 8 to the contrary notwithstanding, the parties agree and\nunderstand as follows with respect to DynCorp or Seller's\nobligations to indemnify Buyer or the DynAir Companies hereunder:\n\n          (a)  With the exception of tax liabilities which shall\nbe subject to the limitations set forth in 8.2(b) below, DynCorp\nand Seller shall only be liable to indemnify Buyer for breaches\nof representations and warranties hereunder that are asserted\nagainst DynCorp in writing prior to December 31, 1996 or, in the\ncase of representations and warranties pursuant to Sections\n3.14(h), 3.20(e)-(m) and 3.22, prior to December 31, 1997.\nThereafter, neither DynCorp nor the Seller shall have any\nobligation hereunder to indemnify Buyer for claims asserted after\nsuch date, except to the extent permitted under 8.2(b) below.\n\n          (b)  DynCorp shall be obligated to indemnify Buyer for\ntax liabilities arising out of a breach of the covenants\ncontained in Section 5.1 concerning taxes and taxation, so long\nas such claims for indemnification are asserted against DynCorp\nin writing on or before the date for the running of the statute\nof limitations applicable to such taxes.\n\n          (c)  Neither DynCorp nor Seller shall have any\nliability for breaches of representations and warranties under\nthis Article 8 or any other provision contained in this Agreement\nunless and until such liabilities in the aggregate exceed the\namount of $125,000, but in the event such threshold of liability\nis reached, then DynCorp and\/or Seller shall be liable for the\nfull amount of such liabilities, provided that in no event shall\nDynCorp and Seller have liability to Buyer or the DynAir\nCompanies for any amount exceeding $2,500,000 in the aggregate\nfor all claims arising under or in connection with this\nAgreement.\n\n     8.3  Indemnification by Buyer. Buyer hereby agrees to\ndefend, indemnify and hold harmless Seller and DynCorp, their\nrespective directors, officers and employees and their respective\nsuccessors, assigns and affiliates (collectively, \"Seller\nIndemnities\") from and against any and all losses, deficiencies,\nliabilities, damages, assessments, judgments, costs and expenses,\nincluding attorneys' fees (both those incurred in connection with\nthe defense or prosecution of the indemnifiable claim and those\nincurred in connection with the enforcement of this provision)\n(collectively, \"Seller Losses\"), resulting from or arising out\nof:\n\n          (a) (i)  breaches of representation and warranty\nhereunder on the part of Buyer; and\n\n               (ii) failures by Buyer to perform or otherwise\nfulfill any undertaking or agreement or obligation hereunder;\n\n          (b)  any and all actions, suits, proceedings, claims\nand demands incident to any of the foregoing or such\nindemnification; provided, however, that if any claim, liability,\ndemand, assessment, action, suit or proceeding shall be asserted\nin respect of which a Seller Indemnity proposes to demand\nindemnification (\"Seller Indemnified Claims\"), Seller, DynCorp or\nsuch other Seller Indemnity shall notify Buyer thereof, provided\nfurther, however, that the failure to so notify Buyer shall not\nreduce or affect Buyer's obligations with respect thereto except\nto the extent that Buyer is materially prejudiced thereby; and\n\n          (c)  all liabilities and obligations of the DynAir\nCompanies arising out of the operations of the DynAir Companies\nfollowing the Closing, including, without limitation, liabilities\nand obligations subject to the guaranties of DynCorp and its\naffiliates that are not released.\n\nSubject to rights of or duties to any insurer or other third\nPerson having liability therefor, Buyer shall have the right\npromptly upon receipt of such notice to assume the control of the\ndefense, compromise or settlement of any such Seller Indemnified\nClaims (provided that any compromise or settlement must be\nreasonably approved by DynCorp) including, at its own expense,\nemployment of counsel reasonably satisfactory to DynCorp;\nprovided, however, that if Buyer shall have exercised its right\nto assume such control, DynCorp may, in its sole discretion and\nat its expense, employ counsel to represent it (in addition to\ncounsel employed by Buyer) in any such matter, and in such event\ncounsel selected by Buyer shall be required to cooperate with\nsuch counsel of DynCorp in such defense, compromise or\nsettlement.\n\n\n                           ARTICLE 9\n\n       SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS\n\n     The covenants contained in this Agreement shall survive the\nClosing Date without limitation. The representations and\nwarranties contained herein shall survive the Closing Date for a\nperiod of 18 months, except that the representations and\nwarranties contained in Sections 3.14(h), 3.20(e)-(m) and 3.22\nshall survive for a period of 30 months.\n\n\n                          ARTICLE 10\n\n                         MISCELLANEOUS\n\n     10.1  Cooperation. Each of the parties hereto shall use its\nreasonable efforts to take or cause to be taken all actions, to\ncooperate with the other parties hereto, with respect to all\nactions, and to do or cause to be done all things necessary,\nproper or advisable to consummate and make effective the\ntransactions contemplated by this Agreement.\n\n     10.2  Waiver.\n\n          (a)  Any failure of Seller or DynCorp to comply with\nany of its obligations or agreements herein contained may be\nwaived only in writing by Buyer.\n\n          (b)  Any failure of Buyer to comply with any of its\nobligations or agreements herein contained may be waived only in\nwriting by DynCorp.\n\n     10.3  Notices. All notices and other communications\nhereunder shall be in writing and shall be deemed to have been\nduly given upon receipt of hand delivery, certified or registered\nmail, return receipt requested, or telecopy transmission with\nconfirmation of receipt:\n\n               (a)  If to Seller or DynCorp, to:\n\n                    DYNCORP\n                    2000 Edmund Halley Drive\n                    Reston, Virginia  22091\n\n                    Telecopier:  (703)264-9147\n                    Telephone:   (703)264-9106\n\n                    Attention:   Senior Vice President &amp; General Counsel\n\n\n               (b)  If to Buyer, to\n\n                    SABRELINER CORPORATION\n                    Pierre Laclede Center\n                    Suite 1500\n                    7733 Forsyth Blvd.\n                    St. Louis, Missouri  63105-1821\n\n                    Telecopier:  (314) 863-6774\n                    Telephone:   (314) 863-6880\n\n                    Attention:  Rodney E. Olson\n                                Senior Vice President, Finance\n                                and Corporate Development and\n                                Chief Financial Officer\n\n\n                    with a copy to:\n\n                    Winthrop, Stimson, Putnam &amp; Roberts\n                    One Battery Park Plaza\n                    New York, New York   10004\n                    Telecopier:    (212) 858-1500\n                    Telephone:     (212) 858-1000\n\n                    Attention:  Arthur H. Fredston, Esq.\n\nSuch names and addresses may be changed by written notice to each\nperson listed above.\n\n     10.4 Governing Law; Consent to Jurisdiction.\n\n          (a)  This Agreement shall be governed by and construed\nin accordance with the internal substantive laws and not the\nchoice of law rules of the State of New York.\n\n          (b)  Any judicial proceeding brought with respect to\nthis Agreement must be brought in any court of competent\njurisdiction in the State of New York, and, by execution and\ndelivery of this Agreement, each party\n\n               (i)  accepts, generally and unconditionally, the\nexclusive jurisdiction of such courts and any related appellate\ncourt, and irrevocably agrees to be bound by any judgment\nrendered thereby in connection with this Agreement and\n\n               (ii)  irrevocably waives any objection it may now\nor hereafter have as to the venue of any such suit, action or\nproceeding brought in such a court or that such court is an\ninconvenient forum.\n\n     10.5  Counterparts; Execution by Facsimile. This Agreement\nmay be executed in two or more counterparts, manually or by\nfacsimile transmission, each of which shall be deemed an original\nbut all of which together shall constitute one and the same\ninstrument.\n\n     10.6  Headings. The section headings contained in this\nAgreement are for reference purposes only and shall not affect in\nany way the meaning or interpretation of this Agreement.\n\n     10.7  Entire Agreement. This Agreement, including the\nExhibits and Schedules hereto and the documents referred to\nherein, embodies the entire agreement and understanding of the\nparties hereto in respect of the subject matter contained herein,\nand supersedes all prior agreements and understandings between\nthe parties with respect to such subject matter.\n\n     10.8  Amendment and Modification. This Agreement may be\namended or modified only by written agreement of the parties\nhereto.\n\n     10.9  Binding Effect; Benefits. This Agreement shall inure\nto the benefit of and be binding upon the parties hereto and\ntheir respective successors and assigns; nothing in this\nAgreement, express or implied, is intended to confer on any\nPerson other than the parties hereto and their respective\nsuccessors and assigns (and, to the extent provided in Sections\n8.1 and 8.2, the other Buyer Indemnities and Seller Indemnities)\nany rights, remedies, obligations or liabilities under or by\nreason of this Agreement.\n\n     10.10  Assignability. This Agreement shall not be assignable\nby any party hereto without the prior written consent of the\nother party.\n\n\n          IN WITNESS WHEREOF, the parties hereto have duly\nexecuted this Agreement as of the date first above written.\n\n                         SABRELINER CORPORATION\n\n                         By\n                           Name:\n                           Title:\n\n                         DYNCORP AVIATION SERVICES, INC.\n\n                         By\n                           Name:\n                           Title:\n\n                         DYNCORP\n\n                         By\n                           Name:\n                           Title:\n\n\n                               EXHIBIT A\n\n                    DETERMINATION OF PURCHASE PRICE\n\n(A)  The Purchase Price shall be equal to $7,532,312;\n\n     (1)  Plus the sum of the following\n\n          (i)  Billed Accounts Receivable. The sum of all issued\nand outstanding invoices as of the Closing less any subsequent\ncash receipts received by the Seller or DynCorp and not remitted\nto the Companies and less a reserve for uncollectible accounts.\nIncluded in this category are the billed accounts receivable of\nDynAir Parts which have previously been classified as Other\nAccounts Receivable.\n\n          (ii)  Unbilled Accounts Receivable and Work In Process.\nThe sum of all billable but unbilled accounts receivable and work\nin process as of the Closing determined, with hindsight, as\nfollows:\n\n               (a)  For fixed price contracts or tasks within a\ncontract:  The product obtained by multiplying the fixed price\namount times the percentage obtained by dividing the total direct\ncosts incurred as of the Closing by the total direct costs\nincurred on the task or contract as of the date the task is\ncompleted. In the event that the task or contract is not complete\nwithin 60 days after the Closing, an estimate to complete the\ntask shall be prepared and the estimated cost shall be added to\nthe total direct cost.\n\n               (b)  For tasks or contracts that are not fixed price:\n\n                    (1)  The product obtained by multiplying the\ncontractual labor rate times the hours incurred prior to the\nClosing; plus\n\n                    (2)  The billing amount for direct materials\ncharged to the task or contract including the contractual\nmaterial mark ups, handling fees, or other additional charges\npursuant to the contract; plus\n\n                    (3)  The contractual billing amount for other\ncharges incurred prior to the Closing; plus\n\n                    (4)  The contractual billing amount for\nrotables removed prior to the Closing less the estimated costs of\nrepair; plus\n\n                    (5)  Other billable amounts in accordance\nwith the applicable contracts.\n\n               (c)  Less any progress billings against the\ncontract not included in Customer Deposits\n\n          (iii)  Other Accounts Receivable. The sum of all other\naccounts billed or billable or otherwise due from third parties\nor employees as of the Closing which are not included in items\n(i) or (ii) above, calculated at the estimated recoverable\namounts.\n\n     (2)  Less the sum of the following:\n\n          (i)  Accounts Payable. Accounts payable for services\nrendered or products received subsequent to the Closing (less\nreturns subsequent to the Closing) at the amount subsequently\npaid or estimated to be paid, including bank overdrafts. Cash\ndiscounts taken subsequent to the Closing shall be deducted from\nthe otherwise payable amount for purposes of this calculation.\n\n          (ii)  Accrued Salaries and Related Employer and\nWithheld Taxes and Fringe Benefits (Accrued Salaries). Accrued\nsalaries, incentives and bonuses and related employer and\nwithheld taxes and fringe benefits due to be paid to third\nparties for services rendered prior to the Closing. Accrued\nsalaries for non-hourly employees shall be determined by\npro-rating the subsequent payroll based on the number of calendar\ndays prior to the Closing and the number of calendar days\nsubsequent to the Closing. Accrued salaries for hourly employees\nshall be determined by calculating the actual wages earned prior\nto the Closing.  Amounts payable to the Seller, DynCorp or\nparties related to DynCorp shall not be included in the\ncalculation of Accrued Salaries.\n\n          (iii)  Accrued Vacation Liability. Accrued Vacation\nLiability shall be determined by calculating the amounts due to\nemployees using the same methodology used in the unaudited\ncombining balance sheets as of March 30, 1995.\n\n          (vi)  Other Accrued Liabilities. Other Accrued\nLiabilities shall be determined by calculating the amounts not\nother wise covered by this Exhibit due to be paid to third\nparties in cash subsequent to the Closing but within one calendar\nyear thereafter for services rendered or obligations incurred\nprior to the Closing.  Amounts payable to the Seller, DynCorp or\nparties related to DynCorp shall not be included in the\ncalculation of Other Accrued Liabilities. Excluded from this\ncalculation are any Capitalized Lease or Debt obligations\n(including the current portion thereof) or any other Long Term\nLiabilities. Also excluded from this calculation are accrued or\ndeferred state or Federal income tax amounts.\n\n          (v)  Sales and Property Taxes. Sales and Property Taxes\nshall be equal to the amount of unremitted sales taxes collected\nfrom or billed to customers prior to the Closing and personal\nproperty taxes calculated on a pro-rata basis as of the Closing,\nbased on the most recently received or paid personal property tax\nbills, less disputed amounts. Personal property taxes paid in\nadvance shall likewise be pro-rated through the Closing and\ndeducted from Sales and Property Taxes.\n\n          (vi)  Customer Deposits. Customer Deposits and Advances\nshall be equal to amounts collected from customers prior to the\nClosing and not yet applied against Billed or Unbilled Accounts\nfor services performed.\n\n(B)  Items which will not be a part of the calculation of the\nPurchase Price:  Notwithstanding the above, the calculation of\nthe Purchase Price shall not include an addition or subtraction\nfor amounts due to or from DynCorp or any of its subsidiaries or\naffiliates.\n\n\n                            EXHIBIT B\n\n                            REVENUES\n\nFor purposes of calculating revenues pursuant to Section\n1.2(a)(ii)(A), revenues shall be determined in accordance with\nGAAP and by the following:\n\n(1)  All amounts billed or billable to customers (a) for services\nperformed by or under the direction of the DynAir Companies,\nincluding subcontract revenues and\/or other billable costs, and\n(b) for parts and other products sold.\n\n(2)  Facility sublease revenues and revenues from the DynCorp\nAerospace Technology C-141 drop-in contract, if awarded, shall\nnot be included in the determination of revenues.\n\n(3)  In the event that the DynAir Companies perform work as a\nsubcontractor to or joint venturer in other companies owned at\nleast 30% directly or indirectly by Sabreliner Corporation,\nrevenues shall be determined based on Time and Materials incurred\nwith hourly labor charges and material mark-ups being no less\nthan those in effect between the Companies and McDonnell Douglas\nCorporation.\n\n(4)  Revenues on work in process contracts at June 30, 1996 and\n1997 shall be determined in accordance with the procedures used\nto determine Unbilled Accounts Receivable and Work in Process on\nExhibit A.\n\n\n                    STOCK PURCHASE AGREEMENT\n\n                            Between\n\n                     Sabreliner Corporation,\n\n                 DynCorp Aviation Services, Inc.\n\n                              and\n\n                            DynCorp\n\n                   Dated as of June 30, 1995\n\n\n                          EXHIBIT C\n\n                      ESCROW AGREEMENT\n\n\n          THIS ESCROW AGREEMENT, executed as of            ,\n1995, by and among DynCorp Aviation Services, Inc. (the\n\"Seller\"), Sabreliner Corporation (the \"Buyer\"), and Crestar Bank\n(the \"Agent),\n\n          WITNESSETH THAT,\n\n          WHEREAS, the Seller and the Buyer have entered into a\nStock Purchase Agreement (the \"Agreement\"), whereby the Buyer\nwill purchase certain securities from the Seller;\n\n          WHEREAS, the Agreement provides that certain monies\nshall be placed in escrow upon the occurrence of certain events\ndescribed more particularly herein; and\n\n          WHEREAS, the Seller and the Buyer have agreed to engage\nthe agent to hold such monies in escrow and to act in accordance\nwith the written instructions contained herein in the handling\nand delivery of such monies deposited with the Agent pursuant\nhereto,\n\n          NOW, THEREFORE, in consideration of the foregoing, of\nthe mutual promises hereinafter set forth, and of other good and\nvaluable consideration, the receipt of which is hereby\nacknowledged, the parties hereby agree as follows:\n\nESCROW PROVISIONS\n\n     1.1  Appointment of the Agent.  The Seller and the Buyer\nhereby appoint the Agent to serve as escrow agent in connection\nwith the deposit of funds in connection with disputes relating to\nthe purchase by the Buyer of certain securities from the Seller,\nand the Agent hereby accepts such appointment.\n\n     1.2  Meaning of Terms.  All capitalized terms used herein,\nunless otherwise defined herein, shall have the meanings set\nforth in the Agreement.\n\n     1.3  Deposit of Funds.  [The Buyer][The Seller] shall\ndeposit with the Agent, in immediately available funds, $       ,\nwhich is an amount determined by the Seller and the Buyer in\naccordance with Section 1.4(c) of the Agreement (the \"Disputed\nAmount\").\n\n     1.4  Receipt Acknowledged; Instructions.  The Agent hereby\nacknowledges receipt of the Disputed Amount and agrees to hold\nthe Disputed Amount and to deliver the Disputed Amount to the\nSeller and\/or the Buyer upon receipt of, and in accordance with,\nwritten instructions executed jointly by the Seller and the Buyer.\n\n     1.5  The Agent's Investment of the Escrow.  The Agent shall\ninvest the Disputed Amount in short-term securities issued or\nguaranteed by the United States Government or money market or\nother funds which invest exclusively in short-term securities\nissued or guaranteed by the United States Government, including\nfunds managed by the Agent or a subsidiary thereof.  Upon\ndistribution, earnings shall be distributed to the Seller and\/or\nthe Buyer, as applicable, in the same ratios as the Disputed\nAmount is distributed.\n\n     1.6  Absence of Instructions.  In the absence of\ninstructions jointly executed by the Seller and Buyer, the Agent\nis authorized to deliver the Disputed Amount to the Seller and\/or\nBuyer in full or partial satisfaction of any final judgment of a\ncourt of competent jurisdiction in favor of such party.  A final\njudgment shall be a judgment as to which the period of time for\nappealing such judgment has expired without an appeal having been\ntimely made, or, if an appeal is timely made, as to which such\nappeal has been disposed of and there is no recourse to further\nappeals.\n\n     1.7  Termination of Agreement.  Following final distribution\nof the Disputed Amount and all portions thereof, the Agent shall\nclose out the escrow and make a final accounting to the other\nparties to this Escrow Agreement in accordance with Section 3.1.\n\nAGENT'S LIABILITY\n\n     2.1  The Agent Bound Only by this Agreement.  The Agent\nshall not be bound by any agreement or contract other than this\nEscrow Agreement.\n\n     2.2  The Agent's Liability.  The Agent acts hereunder as a\ndepository only and shall have no liability hereunder for the\nperformance by it in good faith of the acts to be performed\nhereunder, except for its own willful misconduct or negligence.\nThe Agent is not responsible or liable in any manner for the\nsufficiency, correctness, genuineness, or validity of any of the\ndocuments deposited with it, and undertakes no responsibility or\nliability for the form of execution of such documents or the\nidentity, authority, title, or rights of any persons deposition\nor executing any of the documents.  The Agent shall be authorized\nto act on any document believed to be genuine and to be signed by\nthe proper party or parties and will incur no liability in so\nacting.  In the event of any disagreement or the presentation of\nthe adverse claims or demands in connection with or for any item\naffected hereby, the Agent shall, at its option, be entitled to\nrefuse to comply with any such claims or demands during the\ncontinuance of such disagreement and may refrain from delivering\nany item affected hereby, and in so doing the Agent shall not\nbecome liable to the parties, or to any other person, due to its\nfailure to comply with any such adverse claim or demand.  The\nAgent shall be entitled to continue, without liability, to\nrefrain and refuse to act until all of the rights of the adverse\nclaimants have been fully resolved among themselves or finally\nadjudicated by a court having jurisdiction over the parties and\nthe items affected hereby.  In the alternative, the Agent may\ndeposit the items in dispute with the registry of the court\nhaving jurisdiction over the dispute.  The Agent shall be held\nharmless and indemnified by the parties hereto in connection with\nany claims against it in connection with its acting as the Agent.\n\n     2.3  The Agent's Compensation.  The Agent shall receive as\ncompensation for services rendered hereunder an initial fee of\n$1,000 for the first 90 days of service hereunder, and a monthly\nfee of $200 hereafter until the Disputed Amount is finally\ndisposed of.  The Agent shall be reimbursed for any reasonable\nexpenses and the actual cost of legal services should the Agent\ndeem it necessary to retain and attorney.  Compensation or\nreimbursement for fees for the periods shall be borne 50% by the\nBuyer and 50% by the Seller.  Upon the closing of the escrow in\naccordance with Section 1.7, the Agent shall not incur any\nadditional expenses or become entitled to any additional fees.\n\n     GENERAL PROVISIONS\n\n     3.1  Notice.  All notices, instructions and requests\nrequired or permitted to be given under the provisions hereof\nshall be deemed to have been fully given if delivered, or mailed,\nby registered or certified mail, postage prepaid, as follows:\n\n     If to the Seller, to:\n\n          DYNCORP AVIATION SERVICES, INC.\n          2000 Edmund Halley Drive\n          Reston, Virginia  22091\n\n          Telecopier:  (703)264-9147\n          Telephone:   (703)264-9106\n\n          Attention:   Senior Vice President &amp; General Counsel\n\n     If to Buyer, to\n\n          SABRELINER CORPORATION\n          Pierre Laclede Center\n          Suite 1500\n          7733 Forsyth Blvd.\n          St. Louis, Missouri  63105-1821\n\n          Telecopier:  (314) 863-6774\n          Telephone:   (314) 863-6880\n\n          Attention:  Rodney E. Olson\n                      Senior Vice President, Finance\n                      and Corporate Development and\n                      Chief Financial Officer\n\n          with a copy to:\n\n          Winthrop, Stimson, Putnam &amp; Roberts\n          One Battery Park Plaza\n\n          New York, New York   10004\n          Telecopier:    (212) 858-1500\n          Telephone:     (212) 858-1000\n\n          Attention:  Arthur H. Fredston, Esq.\n\n     If to the Agent, to:\n\n          Crestar Bank\n          [address]\n\n          Attention:\n\n          3.2  Benefit.  This Escrow Agreement shall be binding\nupon and inure to the benefit of the parties hereto and their\nrespective heirs, legal representatives, successors, and assigns.\n\n          3.3  Headings.  The headings of the paragraphs of this\nEscrow Agreement are for the convenience of reference only, and\ndo not form a part hereof, and in no way affect the\ninterpretation of this Escrow Agreement.\n\n          3.4  Counterpart and Facsimile Signatures.  This Escrow\nAgreement may be executed by the parties in any number of\ncounterparts, by facsimile transmission or otherwise, and each\nexecuted copy shall be an original for all purposes without\naccounting for the other copies.\n\n          3.5  Governing Law.  This Escrow Agreement shall be\nconstrued and interpreted under the laws of the Commonwealth of\nVirginia, without reference to conflict of laws principles.\n\n          IN WITNESS WHEREOF, the parties have executed or have\ncaused to be executed this Escrow Agreement on the date and year\nfirst above written.\n\n\n                         DYNCORP AVIATION SERVICES, INC.\n\n                         By\n                           Name:\n                           Title:\n\n                         SABRELINER CORPORATION\n\n                         By\n                           Name:\n                           Title:\n\n                         CRESTAR BANK\n\n                         By\n                           Name:\n                           Title:\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7380],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9627],"class_list":["post-43705","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dyncorp","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43705","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43705"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43705"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43705"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43705"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}