SUBORDINATED INDENTURE Dated as of ________ ___, 2014Engility Holdings, Inc. • June 4th, 2014 • Services-engineering services • New York
THIS SUBORDINATED INDENTURE, between Engility Holdings, Inc., a Delaware corporation (hereinafter called the “Company”) having its principal office at 3750 Centerview Drive, Chantilly, Virginia 20151 and, _________________, a ____________________, as trustee (hereinafter called the “Trustee”), is made and entered into as of this ____ day of ________, 2014.
CREDIT AGREEMENT among ENGILITY HOLDINGS, INC., as Holdings, ENGILITY CORPORATION, as the Borrower The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, MORGAN STANLEY...Credit Agreement • August 15th, 2016 • Engility Holdings, Inc. • Services-engineering services • New York
CREDIT AGREEMENT, dated as of August 12, 2016, among ENGILITY HOLDINGS, INC., a Delaware corporation (“Holdings”), ENGILITY CORPORATION, a Massachusetts corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent.
ENGILITY CORPORATION as Issuer THE GUARANTORS NAMED HEREIN and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee, Paying Agent and Registrar INDENTURE Dated as of August 12, 2016 8.875% Senior Notes due 2024Supplemental Indenture • August 15th, 2016 • Engility Holdings, Inc. • Services-engineering services • New York
INDENTURE dated as of August 12, 2016 (this “Indenture”), among ENGILITY CORPORATION, a Massachusetts corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (the “Trustee” and as Paying Agent and Registrar (as defined herein)).
AMENDMENT No. 2, dated as of August 14, 2017 (this “Amendment”), to the Credit Agreement, dated as of August 12, 2016, and as amended by Amendment No. 1, dated as of February 13, 2017 (as amended, restated, modified and supplemented from time to time...Credit Agreement • August 15th, 2017 • Engility Holdings, Inc. • Services-engineering services • New York
CREDIT AGREEMENT, dated as of August 12, 2016 (as amended by Amendment No. 1 on February 13, 2017 and as further amended by Amendment No. 2 on August 14, 2017), among ENGILITY HOLDINGS, INC., a Delaware corporation (“Holdings”), ENGILITY CORPORATION, a Massachusetts corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent.
FIRST LIEN CREDIT AGREEMENT among TASC PARENT CORPORATION, as Holdings, TASC, INC. as the Borrower The Several Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, RBC CAPITAL MARKETS,1 DEUTSCHE...Credit Agreement • February 27th, 2015 • Engility Holdings, Inc. • Services-engineering services • New York
FIRST LIEN CREDIT AGREEMENT, dated as of May 23, 2014, among TASC PARENT CORPORATION, a Delaware corporation (“Holdings”), TASC, Inc., a Massachusetts corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent.
SECOND LIEN CREDIT AGREEMENT among TASC PARENT CORPORATION as Holdings, TASC, INC. as the Borrower The Several Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, RBC CAPITAL MARKETS,1 DEUTSCHE...Credit Agreement • February 27th, 2015 • Engility Holdings, Inc. • Services-engineering services • New York
SECOND LIEN CREDIT AGREEMENT, dated as of May 23, 2014, among TASC PARENT CORPORATION, a Delaware corporation (“Holdings”), TASC, Inc., a Massachusetts corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent.
ENGILITY HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT (Version 0001)Restricted Stock Unit Agreement • August 13th, 2012 • Engility Holdings, Inc. • Services-engineering services • New York
This Restricted Stock Unit Agreement (this “Agreement”), effective as of the Grant Date (as defined below), is between Engility Holdings, Inc., a Delaware corporation (the “Corporation”), and the Participant (as defined below).
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 20, 2013 BY AND AMONG DYNAMICS RESEARCH CORPORATION, ENGILITY CORPORATION, AND ENGILITY SOLUTIONS, INC.Agreement and Plan of Merger • December 23rd, 2013 • Engility Holdings, Inc. • Services-engineering services • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2013 (this “Agreement”) is by and among Engility Corporation, a Delaware corporation (“Parent”), Engility Solutions, Inc., a Massachusetts corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Dynamics Research Corporation, a Massachusetts corporation (the “Company”).
ENGILITY HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT (Version 0001)Restricted Stock Unit Agreement • August 13th, 2012 • Engility Holdings, Inc. • Services-engineering services • New York
This Restricted Stock Unit Agreement (this “Agreement”), effective as of the Grant Date (as defined below), is between Engility Holdings, Inc., a Delaware corporation (the “Corporation”), and the Participant (as defined below).
AMENDMENT No. 1, dated as of February 13, 2017 (this “Amendment”), to the Credit Agreement, dated as of August 12, 2016 (as amended, restated, modified and supplemented from time to time prior to the date hereof, the “Credit Agreement”), by and among...Credit Agreement • March 9th, 2017 • Engility Holdings, Inc. • Services-engineering services • New York
TAX MATTERS AGREEMENTTax Matters Agreement • March 21st, 2013 • Engility Holdings, Inc. • Services-engineering services • New York
This TAX MATTERS AGREEMENT is dated as of July 16, 2012, by and among L-3 Communications Holdings, Inc., a Delaware corporation (“L-3”), and Engility Holdings, Inc., a Delaware corporation (“Spinco” and, together with L-3, the “Parties”, and each individually, a “Party”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEXELTEK, LLCLimited Liability Company Agreement • April 19th, 2017 • Engility Holdings, Inc. • Services-engineering services • Delaware
This amended and restated limited liability company agreement (this “Agreement”) of TexelTek, LLC is entered into this 26th day of February, 2015 by TASC, Inc. (the “Member”) and pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).
EMPLOYEE MATTERS AGREEMENT between L-3 COMMUNICATIONS CORPORATION, and ENGILITY CORPORATION Dated as of July 16, 2012Employee Matters Agreement • March 21st, 2013 • Engility Holdings, Inc. • Services-engineering services
EMPLOYEE MATTERS AGREEMENT, dated as of July 16, 2012 (this “Employee Matters Agreement”), between L-3 Communications Corporation, a Delaware corporation (“L-3”) and Engility Corporation, a Delaware corporation (“Engility”).
CREDIT AGREEMENT Dated as of August 9, 2013 among ENGILITY HOLDINGS, INC., as Holdings, ENGILITY CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Lenders From Time to Time Party...Credit Agreement • August 12th, 2013 • Engility Holdings, Inc. • Services-engineering services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 9, 2013, among ENGILITY HOLDINGS, INC., a Delaware Corporation (“Holdings”), ENGILITY CORPORATION, a Delaware corporation, (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Confidential treatment has been requested with respect to the information contained with the [**] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission MASTER SUPPLY...Master Supply Agreement • November 13th, 2012 • Engility Holdings, Inc. • Services-engineering services • New York
This MASTER SUPPLY AGREEMENT (“Agreement”) is made by and between L-3 Communications Corporation, a Delaware corporation with its principal office located at 600 Third Avenue, New York, New York, 10016 (“Seller”) and Engility Corporation, a Delaware corporation with its principal office located at 3750 Centerview Drive, Chantilly, Virginia 20151 (“Buyer”) (collectively the “Parties”).
ContractSecond Amendment Agreement • February 27th, 2015 • Engility Holdings, Inc. • Services-engineering services • New York
SECOND AMENDMENT AGREEMENT, dated as of February 26, 2015 (this “Amendment”), to the Second Lien Credit Agreement dated as of May 23, 2014 (as amended by that certain First Amendment to Second Lien Credit Agreement dated as of December 18, 2014 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TASC PARENT CORPORATION, a Delaware corporation (“Holdings”), TASC, Inc., a Massachusetts corporation (the “Borrower”), each Lender from time to time party thereto and BARCLAYS BANK PLC, as administrative agent and collateral agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
ENGILITY HOLDINGS, INC. AMENDED AND RESTATED PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • May 12th, 2015 • Engility Holdings, Inc. • Services-engineering services • Delaware
This Performance Unit Award Agreement (this “Agreement”), effective as of the Grant Date (as defined below), is between Engility Holdings, Inc., a Delaware corporation (the “Corporation”), and the Participant (as defined below). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Engility Holdings, Inc. Amended and Restated 2012 Long Term Performance Plan (the “Plan”). The Plan provides for the grant of Performance-Based Awards to key employees of the Corporation or its Affiliates as approved by the Committee. In exercise of its discretion under the Plan, the Committee has determined that the Participant should receive a Performance-Based Award of Share Units subject to the terms and restrictions set forth herein under the Plan and, accordingly, the Corporation and the Participant hereby agree as follows:
DISTRIBUTION AGREEMENT between L-3 COMMUNICATIONS HOLDINGS, INC. and ENGILITY HOLDINGS, INC. Dated as of July 16, 2012Distribution Agreement • August 13th, 2012 • Engility Holdings, Inc. • Services-engineering services • New York
DISTRIBUTION AGREEMENT (this “Agreement”), dated as of July 16, 2012, between L-3 Communications Holdings, Inc., a Delaware corporation (“L-3”), and Engility Holdings, Inc., a Delaware corporation (“Spinco” and, together with L-3, the “Parties”, and each individually, a “Party”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2016 • Engility Holdings, Inc. • Services-engineering services • Virginia
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated effective as of April 15, 2014, by and between TASC, Inc. (the “Company”) and John P. Hynes, Jr. (the “Executive”).
Confidential treatment has been requested with respect to the information contained with the [**] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission MASTER SUPPLY...Master Supply Agreement • November 13th, 2012 • Engility Holdings, Inc. • Services-engineering services • New York
This MASTER SUPPLY AGREEMENT (“Agreement”) is made by and between L-3 Communications Corporation, a Delaware corporation with its principal office located at 600 Third Avenue, New York, New York, 10016 (“Buyer”) and Engility Corporation, a Delaware corporation with its principal office located at 3750 Centerview Drive, Chantilly, Virginia 20151 (“Seller”) (collectively the “Parties”).
REGISTRATION RIGHTS AGREEMENT by and among Engility Corporation, Engility Holdings Inc., the other Guarantors from time to time party thereto and Morgan Stanley & Co. LLC., Barclays Capital Inc., Deutsche Bank Securities Inc., SunTrust Robinson...Registration Rights Agreement • August 15th, 2016 • Engility Holdings, Inc. • Services-engineering services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 12, 2016, by and among Engility Corporation, a Massachusetts corporation (the “Company”), a wholly-owned subsidiary of Engility Holdings, Inc., a Delaware corporation (“Holdings”), the other Guarantors party hereto (together with Holdings, collectively, the “Guarantors”) and Morgan Stanley & Co. LLC, as representative (the “Representative”) of the several initial purchasers named in Schedule I to the Purchase Agreement (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 8.875% Senior Notes due 2024 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
NON-COMPETITION AGREEMENTNon-Competition Agreement • August 1st, 2016 • Engility Holdings, Inc. • Services-engineering services
This Non-Competiton Agreement (the “Agreement”) is entered into as of June 29, 2016 by and between Engility Holdings, Inc. (the “Company”) and Anthony Smeraglinolo (the “Executive”).
FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 1st, 2018 • Engility Holdings, Inc. • Services-engineering services • Delaware
THIS FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made effective as of February 28, 2018 (the “Effective Date”) by and among Engility Holdings, Inc., a Delaware corporation (the “Company”), Birch Partners, LP, a Delaware limited partnership (the “Stockholder”), KKR 2006 Fund L.P. (“KKR”) and General Atlantic Partners 85, L.P. (“General Atlantic”).
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENTCredit Agreement • February 27th, 2015 • Engility Holdings, Inc. • Services-engineering services • New York
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”), dated as of December 18, 2014, by and among TASC, INC. (the “Borrower”), TASC PARENT CORPORATION (“Holdings”), BARCLAYS BANK PLC, as Administrative Agent, and the Required Lenders party hereto. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Credit Agreement referred to below.
ENGILITY HOLDINGS, INC. PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • March 21st, 2013 • Engility Holdings, Inc. • Services-engineering services • Delaware
This Performance Share Award Agreement (this “Agreement”), effective as of the Grant Date (as defined below), is between Engility Holdings, Inc., a Delaware corporation (the “Corporation”), and the Participant (as defined below). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Engility Holdings, Inc. 2012 Long Term Performance Plan (the “Plan”). The Plan provides for the grant of Performance Shares to key employees of the Corporation or its Affiliates as approved by the Committee. In exercise of its discretion under the Plan, the Committee has determined that the Participant should receive a Performance-Based Award of Restricted Stock subject to the terms and restrictions set forth herein under the Plan and, accordingly, the Corporation and the Participant hereby agree as follows:
TENDER AND VOTING AGREEMENT INCLUDING IRREVOCABLE PROXY COUPLED WITH AN INTERESTTender and Voting Agreement • December 23rd, 2013 • Engility Holdings, Inc. • Services-engineering services • Massachusetts
This Tender and Voting Agreement, dated as of December 20, 2013 (this “Agreement”), is by and among Engility Corporation, a Delaware corporation (“Parent”), Engility Solutions, Inc., a Massachusetts corporation (“Merger Sub”), and the shareholder of Dynamics Research Corporation, a Massachusetts corporation (the “Company”), set forth on the signature page hereto (the “Shareholder”).
DYNAMICS RESEARCH CORPORATIONMerger Agreement • December 30th, 2013 • Engility Holdings, Inc. • Services-engineering services
The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director and executive officer of Engility Corporation (“Engility”) are set forth below. The business address and phone numbers of each director and executive officer is in care of Engility Corporation, 3750 Centerview Drive, Chantilly, VA 20151 and (703) 708-1400, respectively.
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement and Release of Claims • May 5th, 2016 • Engility Holdings, Inc. • Services-engineering services
This Separation Agreement and Release of Claims (this “Agreement”) is dated as of February 29, 2016 (the “Effective Date”), by and among Anthony Smeraglinolo (the “Executive”), and Engility Holdings, Inc., a Delaware corporation (together with its Affiliates, the “Company”)
FIRST AMENDMENT TO THE CREDIT AGREEMENTCredit Agreement • February 3rd, 2014 • Engility Holdings, Inc. • Services-engineering services
THIS FIRST AMENDMENT TO THE CREDIT AGREEMENT (this “First Amendment”) is dated as of January 31, 2014 and is entered into among ENGILITY HOLDINGS, INC., a Delaware Corporation (“Holdings”), ENGILITY CORPORATION, a Delaware corporation, (the “Borrower”), the Subsidiary Guarantors party hereto, each lender listed on the signature pages hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer, and relates to that certain Credit Agreement dated as of August 9, 2013 (the “Credit Agreement”) among Holdings, the Borrower, the lenders from time to time party thereto, and Bank of America, as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
CONSULTING AGREEMENTConsulting Agreement • December 30th, 2013 • Engility Holdings, Inc. • Services-engineering services • Delaware
This Consulting Agreement (the “Agreement”) is made and entered into as of this 20th day of December, 2013 and made effective as of (subject to Section 1 hereof) the closing date of the Transaction (as defined below), between Engility Corporation (the “Company”), and James P. Regan (“Regan”). If the Transaction does not close, this Agreement shall not become effective.
MASTER SUPPLY AGREEMENT BETWEEN AND ENGILITY CORPORATIONMaster Supply Agreement • June 19th, 2012 • Engility Holdings, Inc. • Services-engineering services • New York
This MASTER SUPPLY AGREEMENT (“Agreement”) is made by and between L-3 Communications Corporation, a Delaware corporation with its principal office located at 600 Third Avenue, New York, New York, 10016 (“Buyer”) and Engility Corporation , a Delaware corporation with its principal office located at (“Seller”) (collectively the “Parties”).
CHANGE OF EMPLOYMENT STATUS AND RELEASE AGREEMENTChange of Employment Status and Release Agreement • May 12th, 2014 • Engility Holdings, Inc. • Services-engineering services • Virginia
THIS CHANGE OF EMPLOYMENT STATUS AND RELEASE AGREEMENT (this “Agreement”), effective as of May 7, 2014 (the “Effective Date”), is made by and between Thomas J. Murray (hereinafter “Mr. Murray”), and Engility Corporation, a Delaware corporation (hereinafter, “Engility” or the “Company”).
ENGILITY HOLDINGS, INC. AMENDED AND RESTATED 2012 LONG TERM PERFORMANCE PLAN RESTRICTED STOCK UNIT AGREEMENT (DIRECTORS)Restricted Stock Unit Agreement • May 12th, 2015 • Engility Holdings, Inc. • Services-engineering services • Delaware
This Restricted Stock Unit Agreement (this “Agreement”), effective as of the Grant Date (as defined below), is between Engility Holdings, Inc., a Delaware corporation (the “Corporation”), and the Participant (as defined below).
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT made by TASC PARENT CORPORATION, as Holdings, TASC, INC., as the Borrower, and the Subsidiary Guarantors party hereto in favor of BARCLAYS BANK PLC, as Collateral Agent Dated as of May 23, 2014Second Lien Guarantee and Collateral Agreement • February 27th, 2015 • Engility Holdings, Inc. • Services-engineering services • New York
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 23, 2014 (this “Agreement”), made by each of the signatories hereto in favor of Barclays Bank PLC, as Collateral Agent (in such capacity, the “Collateral Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Second Lien Credit Agreement, dated as of May 23, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TASC Parent Corporation, a Delaware corporation (“Holdings”), TASC, Inc., a Massachusetts corporation (the “Borrower”), the Lenders and Barclays Bank PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent.
AGREEMENT AND PLAN OF MERGER Dated as of October 28, 2014 Among TASC PARENT CORPORATION, TOUCAN MERGER CORPORATION I, TOUCAN MERGER CORPORATION II, ENGILITY HOLDINGS, INC., NEW EAST HOLDINGS, INC. and EAST MERGER SUB, LLCAgreement and Plan of Merger • October 29th, 2014 • Engility Holdings, Inc. • Services-engineering services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 28, 2014, among TASC Parent Corporation, a Delaware corporation (the “Company”), Toucan Merger Corporation I, a Delaware corporation (“Merger Sub One”), Toucan Merger Corporation II, a Delaware corporation and wholly-owned subsidiary of Merger Sub One (“Merger Sub Two”), Engility Holdings, Inc., a Delaware corporation (“Parent”), New East Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub Three”), and East Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub Three (“Merger Sub Four”).
