* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
On April 11, 2010, Delta Tucker Holdings, Inc. ("Parent") and Delta Tucker Sub, Inc., a wholly-owned subsidiary of Parent, each of which are owned by one or more funds or accounts affiliated with Cerberus Capital Management, L.P. ("CCM"), entered into a voting agreement (the "Voting Agreement") with DIV Holding LLC, Robert B. McKeon and The Veritas Capital Fund II, L.P. As a result of the terms of the Voting Agreement, CCM may be deemed to have certain shared power to vote and shared power to direct the disposition of the 19,643,000 shares of Class A common stock, par value $0.01 per share (the "Shares"), of the Company that are the subject of the Voting Agreement (or such lesser number of Shares as necessary to comply with Section 6.14 of the Voting Agreement). |
(2) |
Stephen Feinberg is the sole shareholder of Craig Court, Inc., the managing member of Craig Court GP, LLC, which is the general partner of CCM. As a result of the foregoing, Mr. Feinberg possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by CCM. As a result, Mr. Feinberg may be deemed to beneficially own 19,643,000 Shares. |
(3) |
Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Mr. Feinberg or any other person that he or it is the beneficial owner of any of the Shares referred to herein for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |