DynCorp International Commences Cash Tender Offer And Consent Solicitation For 9.5% Senior Subordinated Notes

DynCorp International LLC (“DynCorp International”), the wholly-owned operating subsidiary of DynCorp International Inc. (“DynCorp”), (NYSE: DCP), announced today that it has commenced a cash tender offer and consent solicitation for any and all outstanding $376,219,000 aggregate principal amount of 9.5% Senior Subordinated Notes due 2013 (CUSIP No. 23326BAB0) (the “Notes”) of DynCorp International and DIV Capital Corporation. The tender offer and consent solicitation is being conducted pursuant to that certain Agreement and Plan of Merger, dated as of April 11, 2010 (the “Merger Agreement”), by and among DynCorp, Delta Tucker Holdings, Inc. (“Parent”) and Delta Tucker Sub, Inc. (“Merger Sub”). Parent and Merger Sub are entities created on behalf of affiliated funds and/or managed accounts of Cerberus Capital Management L.P. Pursuant to the Merger Agreement, as of the effective time of the Merger (as defined in the Merger Agreement), DynCorp will become a wholly-owned subsidiary of Parent. DynCorp International’s obligation to accept for purchase Notes in the tender offer is subject to, among other things, the consummation of the Merger and the receipt of consents from holders of Notes representing a majority of the outstanding principal amount of the Notes. However, completion of the tender offer and consent solicitation is not a condition to completion of the Merger.

If DynCorp International makes a material change in the terms of the tender offer and consent solicitation or in the information concerning the tender offer or consent solicitation, it will then disseminate additional offering materials and extend the tender offer and consent solicitation, to the extent required by law.

The tender offer and consent solicitation will expire at midnight, New York City time, on July 2, 2010, unless extended or earlier terminated by DynCorp International (the “Expiration Time”). In order to be eligible to receive the total consideration, which includes the consent payment, as set forth below, holders must validly tender, and not validly withdraw, their Notes prior to 5:00 p.m., New York City time, on June 18, 2010, unless extended or earlier terminated by DynCorp International (the “Consent Payment Deadline”). Holders tendering their Notes after the Consent Payment Deadline but prior to the Expiration Time will be eligible to receive an amount equal to the tender offer consideration, which is the total consideration less the consent payment, as set forth below. Notes purchased in the tender offer will be paid for on the payment date, which, assuming the tender offer is not extended, is expected to be promptly after the Expiration Time. It is expected that the Expiration Time will be extended to coincide with the date that the Merger becomes effective. Payment for Notes validly tendered and accepted will also include accrued and unpaid interest to, but not including, the payment date.

Tenders of Notes prior to the Consent Payment Deadline may be validly withdrawn and consents may be validly revoked at any time prior to the Consent Payment Deadline, but not thereafter. Accordingly, tenders of Notes and the related consents delivered after the Consent Payment Deadline will be irrevocable.