ASSUMPTION AGREEMENT, dated as of February 26, 2015, made by each of the undersigned (each individually, an “Additional Grantor” and collectively, the “Additional Grantors”), in favor of Barclays Bank PLC, as collateral agent (in such capacity, the...
Exhibit 10.10
ASSUMPTION AGREEMENT, dated as of February 26, 2015, made by each of the undersigned (each individually, an “Additional Grantor” and collectively, the “Additional Grantors”), 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”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
W I T N E S S E T H :
WHEREAS, TASC Parent Corporation, a Delaware corporation (“Holdings”), TASC, Inc., a Massachusetts corporation (“TASC” or the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”) and Barclays Bank PLC, as Collateral Agent (in such capacity, the “Collateral Agent”) and Administrative Agent have entered into that certain 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 by that certain Second Amendment Agreement dated as of February 26, 2015 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, in connection with the Credit Agreement, the Borrower (as such term is defined in the Guarantee and Collateral Agreement) and certain of its Affiliates (other than the Additional Grantors) have entered into the Second Lien Guarantee and Collateral Agreement, dated as of May 23, 2014 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the Collateral Agent for the benefit of the Administrative Agent, the Collateral Agent and the other Secured Parties;
WHEREAS, the Credit Agreement requires the Additional Grantors to become parties to the Guarantee and Collateral Agreement; and
WHEREAS, the Additional Grantors have agreed to execute and deliver this Assumption Agreement in order to become party to the Guarantee and Collateral Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantors, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby become party to the Guarantee and Collateral Agreement as Guarantors and Grantors thereunder with the same force and effect as if originally named therein as Guarantors and Grantors and, without limiting the generality of the foregoing, hereby expressly assume all obligations and liabilities of a Guarantor and a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantors hereby represent and warrant, to the extent applicable, that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as of the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2. GOVERNING LAW. RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
| ENGILITY CORPORATION, as Grantor and Guarantor | ||
| By: | /s/ Xxxxxxx Xxxxxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxxxxx | |
| Title: | President and Chief Executive Officer | |
| INTERNATIONAL RESOURCES GROUP LTD., as Grantor and Guarantor | ||
| By: | /s/ Xxxxxxx Xxxxxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxxxxx | |
| Title: | President and Chief Executive Officer | |
| DYNAMICS RESEARCH CORPORATION, as Grantor and Guarantor | ||
| By: | /s/ Xxxxxxx Xxxxxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxxxxx | |
| Title: | President and Chief Executive Officer | |
2
Annex I-A to
Supplement to Schedule 1
NOTICE ADDRESSES OF GUARANTORS
| Guarantor |
Address for Notices |
| Engility Corporation1 | 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 | |
| International Resources Group Ltd. | 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 | |
| Dynamics Research Corporation | 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
| 1 | To be converted to Engility LLC, a Delaware limited liability company. |
Supplement to Schedule 1 - 1
Supplement to Schedule 2
DESCRIPTION OF INVESTMENT PROPERTY
Pledged Stock:
| Issuer |
Registered Owners |
Number of |
Percentage of Shares Pledged |
No. or % of Shares Owned | ||||
| Cayenta, Inc. |
Engility Corporation | N/A | 75.68% of the common shares & 0% of the preferred | 75.68% of the common shares & 0% of the preferred | ||||
| LinCom Wireless, Inc. |
Engility Corporation | N/A | 96.98% | 96.98% | ||||
| Titan Wireless, Inc. |
Engility Corporation | N/A | 99.88% | 99.88% | ||||
| MPRI International Services, Ltd. |
Engility Corporation | N/A | 65% | 100% | ||||
| Titan Deutschland GmbH |
Engility Corporation | N/A | 65% | 100% | ||||
| TM Creditors |
Engility Corporation | N/A | <1% | <1% | ||||
| International Resources Group Ltd. |
Engility Corporation | 1 | 100% | 390,895/100% | ||||
Supplement to Schedule 2 - 1
| IRG Systems South Asia Private Limited |
International Resources Group Ltd. | N/A | 65% | 90% | ||||
| Dynamics Research Corporation |
Engility Corporation | 1 | 100% | 10 shares/100% | ||||
| X.X. Xxxx Associates, Inc. |
Dynamics Research Corporation | 1 | 100% | 61.656 shares / 100% | ||||
| DRC International Corporation |
Dynamics Research Corporation | 2 | 100% | 2,500 shares / 100% | ||||
Pledged Notes:
None.
Supplement to Schedule 2 - 2
Pledged LLC Interests:
| Issuer |
Registered Owners |
Certificated |
Certificate No. (if any) |
No. or % of Pledged Units |
% of Outstanding LLC | |||||
| Engility LLC1 |
TASC, Inc. | N | N/A | 100% | 100% | |||||
| Kadix Systems, LLC |
Dynamics Research Corporation | Y | 3 | 100 units /100% | 100% | |||||
| High Performance Technologies Innovations, LLC |
Dynamics Research Corporation | Y | 1 | 100 shares /100% | 100% | |||||
| HMR Tech, LLC |
Dynamics Research Corporation | N | N/A | 40% | 40% | |||||
Other Pledged Equity Interests:
| Issuer |
Registered Owners |
Class of Interests |
Certificated (Y/N) |
Certificate No. (if any) |
No. of Pledged Units/% of Outstanding Interests of the Issuer | |||||
| TMASC JV |
Engility Corporation | Membership interests | N | N/A | 50%/50% |
| 1 | After giving effect to conversion of Engility Corporation, a Delaware corporation, to Engility LLC, a Delaware limited liability company. |
Supplement to Schedule 2 - 3
Supplement to Schedule 3
LEGAL NAME, LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE
| Grantor |
Jurisdiction of Organization |
Chief Executive Office |
Organizational Identification Number | |||
| Engility Corporation1 | Delaware | 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
0720430 | |||
| International Resources Group Ltd. | Delaware | 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 |
2043205 | |||
| Dynamics Research Corporation | Massachusetts | Two Technology Drive Andover, MA 01810-2434 |
042211809 |
| 1 | To be converted to Engility LLC, a Delaware limited liability company. |
Supplement to Schedule 3 - 1
Supplement to Schedule 4
COPYRIGHTS AND COPYRIGHT LICENSES
| Title |
Registration Number |
Registration Date |
Owner | |||
| Cycle interpolation monochip metallization mask work, MLA3454A | MW0000000000 | 7/28/1986 | Dynamics Research Corporation | |||
| Data accessor for Digital Equipment Corporation’s VAX computer | TXu000302267 | 10/26/1987 | Dynamics Research Corporation | |||
| Data accessor for the Honeywell DPS-8 | TXu000302266 | 10/26/1987 | Dynamics Research Corporation | |||
| Expense tracking and planning system (ETAPS) reports | TX0005953722 | 4/01/2004 | Dynamics Research Corporation | |||
| First ten pages of network interface for the I B M PC | TXu000302553 | 10/26/1987 | Dynamics Research Corporation | |||
| Network supervisor for Digital Equipment Corporation’s VAX computer | TXu000302254 | 10/26/1987 | Dynamics Research Corporation | |||
| Joint Range Extender underlying software | Unregistered | Unregistered | Engility Corporation | |||
PATENTS AND PATENT LICENSES
| Patent Title |
Application/ Registration No. |
Filing Date/Issued Date |
Status |
Owner | ||||
| Method of Environmental Performance Measurement | App No. 09/792,044/ Reg. No. 6,509,730 |
Filed: February 26, 2001 Issued: January 21, 2003 |
Expired due to non-payment of maintenance fees | Engility Corporation | ||||
| SLMCO Water Purification System | App No. 12/958,223 | Filed: December 1, 2010 | PENDING | Engility Corporation | ||||
Supplement to Schedule 4 - 1
TRADEMARKS AND TRADEMARK LICENSES
| Trademark/Image if any |
Application/ Registration No. |
Filing Date/Issued Date |
Status |
Owner | ||||
| MPRI | 2266440 | Filed: December 10, 1997
Issued: August 3, 1999 |
LIVE | Engility Corporation | ||||
| ENGILITY | 4236110
App No. 85382392 |
Filed July 27, 2011
Issued: November 6, 2012 |
LIVE | Engility Corporation | ||||
| ENGILITY | App No. 85382370 | Filed July 27, 2011 | Abandoned | Engility Corporation | ||||
| DRC | 0979114 | Issued: February 19, 1974 | LIVE | Dynamics Research Corporation | ||||
|
|
0775122 | Filed: February 26, 1963
Issued: August 11, 1964 |
LIVE | Dynamics Research Corporation | ||||
|
|
0707199 | Filed April 26, 1960
Issued: November 15, 1960 |
Abandoned | Dynamics Research Corporation | ||||
|
|
4635942 | Filed: January 14, 2014
Issued: November 11, 2014 |
LIVE | Engility Corporation | ||||
| EMERGENCY TEAM COORDINATION COURSE | 1921276 | Filed: January 17, 1995 Issued: September 19, 1995 |
LIVE | Dynamics Research Corporation | ||||
| ETCC | 1945607 | Filed: January 17, 1995 Issued: January 2, 1996 |
LIVE | Dynamics Research Corporation | ||||
| MEDTEAMS | 2754719 | Filed: December 22, 1998 Issued: August 26, 2003 |
LIVE | Dynamics Research Corporation | ||||
Supplement to Schedule 4 - 2
DOMAIN NAME REGISTRATIONS
| Corporate Domains |
||
| Domain Name |
Expiration Date | |
| x0-xxxx.xxx | 7/7/2016 | |
| xxxxxxxxxx.xxx | 5/29/2017 | |
| xxx.xxx | 8/9/2018 | |
| xxxxxxxx.xxx | 1/27/2020 | |
| xxxxxx.xxx | 4/27/2020 | |
| xxxxxxxxxxxx.xxx | 7/11/2020 | |
| xxxxxxxxxxx.xxx | 8/3/2020 | |
| Contract Domains |
||
| Domain Name |
Expiration Date | |
| xxxxxxxxxxxxx.xxx | 5/22/2015 | |
| xxxxxxxxxxxxx.xxx | 5/22/2015 | |
| xxxxxxxx.xxx | 6/29/2015 | |
| xxxxxxxxxx.xxx | 10/18/2015 | |
| xxxxxxxxxxx00.xxx | 1/4/2016 | |
| xxxxxxxxxxx0.xxx | 1/4/2016 | |
| xxxxxxxxxxxxx.xxx | 1/4/2016 | |
| xxxxxxxxxxxxxx.xxx | 1/4/2016 | |
| xxxxxxxx0.xxx | 3/2/2016 | |
| xxxxxxxxxxxx.xxx | 3/2/2016 | |
| xxxxxxxxxxxx.xxx | 3/2/2016 | |
| xxxxxxxxxxx.xxx | 3/2/2016 | |
| x0-xxxx.xxx | 7/7/2016 | |
| x0-xxxx.xxx | 7/7/2016 | |
| xxxxxxxxx.xx | 11/21/2016 | |
| xxxxxxxxxx.xxx | 12/7/2016 | |
| xxxxxx.xxx | 8/30/2017 | |
| xxx-xx.xxx | 12/17/2017 | |
| xxxxxxxxxxxxxxxxx.xxx | 5/15/2018 | |
| xxxxxxxxxx.xxx | 8/22/2018 | |
| xxxxxxxxxxxxx.xxx | 11/26/2018 | |
| x0-xxxxxxxxxx.xxx | 8/11/2020 | |
| xxxxxxx0.xxx | 1/30/2022 | |
| xxxxxxxxxx.xxx | 1/30/2022 | |
Supplement to Schedule 4 - 3
| Expired Domains |
||
| Domain Name - Expired |
Expiration Date | |
| xxxxxxxxxxxx.xxx | 11/18/2014 | |
| xxxxxxxx.xxx | 12/3/2014 | |
| xxxxxx.xxx | 1/26/2015 |
Supplement to Schedule 4 - 4
Supplement to Schedule 5
MATERIAL GOVERNMENT CONTRACTS
| Number |
Internal | |
| 1 | 100004 | |
| 2 | 100009 | |
| 3 | 100016 | |
| 4 | 100018 | |
| 5 | 100038 | |
| 6 | 100055 | |
| 7 | 100086 | |
| 8 | 100125 | |
| 9 | 100130 | |
| 10 | 100335 | |
| 11 | 100393 | |
| 12 | 100400 | |
| 13 | 100405 | |
| 14 | 100406 | |
| 15 | 100563 | |
| 16 | 100564 | |
| 17 | 100565 | |
| 18 | 100583 | |
| 19 | 100632 | |
| 20 | 100639 | |
| 21 | 100720 | |
| 22 | 100919 | |
| 23 | 101000 | |
| 24 | 101036 | |
| 25 | 101037 | |
| 26 | 101038 | |
| 27 | 101041 | |
| 28 | 101053 | |
| 29 | 101134 | |
| 30 | 101143 | |
| 31 | 101184 (Catalog Sales) | |
| 32 | 101185 (JRE Help Desk) | |
| 33 | 101193 | |
| 34 | 101213 | |
| 35 | 101220.0000.C028 | |
| 36 | 101285 | |
| 37 | 101290 | |
| 38 | 101300 | |
| 39 | 101313 |
Supplement to Schedule 5 - 1
| 40 | 101323 | |
| 41 | 101328 | |
| 42 | 101349 | |
| 43 | 101353 | |
| 44 | 101357 | |
| 45 | 101357.00FG04 | |
| 46 | 101357.00N403 | |
| 47 | 101366 | |
| 48 | 101366.4001.0042 | |
| 49 | 101372 | |
| 50 | 101703 | |
| 51 | 101714 | |
| 52 | 104007 | |
| 53 | 104015 | |
| 54 | 104016 | |
| 55 | 104037 | |
| 56 | 104039 | |
| 57 | 104040 | |
| 58 | 104041 | |
| 59 | 104042 | |
| 60 | 104046 | |
| 61 | 104058 | |
| 62 | 104065 | |
| 63 | 104086 | |
| 64 | 104094 | |
| 65 | 104110 | |
| 66 | 104111 | |
| 67 | 104214 | |
| 68 | 104215 | |
| 69 | 104313 | |
| 70 | 120000 | |
| 71 | 120005 | |
| 72 | 120011 | |
| 73 | 120012 | |
| 74 | 120013 | |
| 75 | 120014 | |
| 76 | 120015 | |
| 77 | 120016 | |
| 78 | 120017 | |
| 79 | 130010 | |
| 80 | 130054 | |
| 81 | 130841 | |
| 82 | 130D28 | |
| 83 | 130D39 | |
| 84 | 130D50 | |
| 85 | 130D60 |
Supplement to Schedule 5 - 2
| 86 | 131013 | |
| 87 | 131013.0003 | |
| 88 | 131912 | |
| 89 | 134Y02 | |
| 90 | 13D003 | |
| 91 | 13D004 | |
| 92 | 13D004.00.0002 | |
| 93 | 13D011 | |
| 94 | 13D017 | |
| 95 | 13D031 | |
| 96 | 13D032 | |
| 97 | 13D065 | |
| 98 | 13D141 | |
| 99 | 13D149 | |
| 100 | 13D210 | |
| 101 | 13D817 | |
| 102 | 13D843 | |
| 103 | 13D859 | |
| 104 | 13D866 | |
| 105 | 13D903 | |
| 106 | 13D917 | |
| 107 | 13D957 | |
| 108 | 13DE06 | |
| 109 | 13DE06.KX01 | |
| 110 | 13G004 | |
| 111 | 13G068 | |
| 112 | 13G075 | |
| 113 | 13G702 | |
| 114 | 13G814 | |
| 115 | 13G838 | |
| 116 | 13S036 | |
| 117 | 13S062 | |
| 118 | 13S103 | |
| 119 | 13S200 | |
| 120 | 13S451 | |
| 121 | 13S780 | |
| 122 | 13S851 | |
| 123 | 13S892 | |
| 124 | 13S9SH | |
| 125 | 140015 | |
| 126 | 140021 | |
| 127 | 140056 | |
| 128 | 140067 | |
| 129 | 140107 | |
| 130 | 14D005 | |
| 131 | 14D019 |
Supplement to Schedule 5 - 3
| 132 | 14G062 | |
| 133 | 14G115 | |
| 134 | 14G205 | |
| 135 | 14G315 | |
| 136 | 14G413 | |
| 137 | 14G708 | |
| 138 | 14S003 | |
| 139 | 14S005 | |
| 140 | 14S011 | |
| 141 | 14S022 | |
| 142 | 14S039 | |
| 143 | 14S297 | |
| 144 | 14S817 | |
| 145 | 14S839 | |
| 146 | 14S844 | |
| 147 | 150004 | |
| 148 | 150128 | |
| 149 | 150807 | |
| 150 | D10045 | |
| 151 | D12898 | |
| 152 | D12899 | |
| 153 | D13938 | |
| 154 | D14015 | |
| 155 | D14192 | |
| 156 | D14305 | |
| 157 | D14309 | |
| 158 | D14336 | |
| 159 | D14342 | |
| 160 | D14346 | |
| 161 | D14347 | |
| 162 | D14348 | |
| 163 | D14349 | |
| 164 | D14350 | |
| 165 | D14397 | |
| 166 | D14407 | |
| 167 | D14413 | |
| 168 | D14421 | |
| 169 | D14429 | |
| 170 | D14442 | |
| 171 | D14448 | |
| 172 | D14450 | |
| 173 | D14463 | |
| 174 | D14489 | |
| 175 | D14511 | |
| 176 | D14542 | |
| 177 | D14565 |
Supplement to Schedule 5 - 4
| 178 | D14568 | |
| 179 | D14609 | |
| 180 | D14617 | |
| 181 | D14633 | |
| 182 | D14643 | |
| 183 | D14659 | |
| 184 | D14672 | |
| 185 | D14719 | |
| 186 | D14721 | |
| 187 | D14724 | |
| 188 | D14748 | |
| 189 | D14753 | |
| 190 | D14766 | |
| 191 | D14772 | |
| 192 | D14781 | |
| 193 | D14795 | |
| 194 | D14807 | |
| 195 | D14812 | |
| 196 | D14814 | |
| 197 | D14824 | |
| 198 | D14839 | |
| 199 | D14848 | |
| 200 | D14851 | |
| 201 | D14884 | |
| 202 | D14900 | |
| 203 | D14909 | |
| 204 | D14919 | |
| 205 | D14921 | |
| 206 | D14939 | |
| 207 | D14942 | |
| 208 | D14944 | |
| 209 | D14949 | |
| 210 | D14952 | |
| 211 | D14953 | |
| 212 | D14958 | |
| 213 | D14975 | |
| 214 | D14994 | |
| 215 | D14996 | |
| 216 | D15006 | |
| 217 | D15012 | |
| 218 | D15016 | |
| 219 | D15025 | |
| 220 | D15035 | |
| 221 | D15052 | |
| 222 | D15049 | |
| 223 | D15033 | |
| 224 | D15027 |
Supplement to Schedule 5 - 5
Supplement to Schedule 6
COMMERCIAL TORT CLAIMS
None.
Supplement to Schedule 6 - 1
Supplement to Schedule 7
FILINGS AND OTHER ACTIONS
REQUIRED TO PERFECT SECURITY INTERESTS
Uniform Commercial Code Filings
| • | Secretary of State of the State of Delaware (Debtors: Engility Corporation1; International Resources Group Ltd.) |
| • | Secretary of State of the State of Massachusetts (Debtor: Dynamics Research Corporation) |
Copyright, Patent and Trademark Filings
United States Patent & Trademark Office
United States Copyright Office
Actions with respect to Investment Property
Delivery to the Collateral Agent of:
| • | stock certificate No. 1 issued by International Resources Group Ltd. to Engility Corporation for 390,895 shares of common stock, together with an undated stock power covering such certificate duly executed in blank by Engility Corporation |
| • | stock certificate No. 1 issued by Dynamics Research Corporation to Engility Corporation for 10 shares of common stock, together with an undated stock power covering such certificate duly executed in blank by Engility Corporation |
| • | stock certificate No. 1 issued by X.X. Xxxx Associates, Inc. to Dynamics Research Corporation for 61,656 shares of common stock, together with an undated stock power covering such certificate duly executed in blank by Dynamics Research Corporation |
| • | stock certificate No. 2 issued by DRC International Corporation to Dynamics Research Corporation for 2,500 shares of common stock, together with an undated stock power covering such certificate duly executed in blank by Dynamics Research Corporation |
| • | membership certificate No. 3 issued by Kadix Systems, LLC to Dynamics Research Corporation for 100 membership units, together with an undated transfer power covering such certificate duly executed in blank by Dynamics Research Corporation |
| • | stock certificate No. 1 issued by High Performance Technologies Innovations, LLC (f/k/a High Performance Technologies, Inc.) to Dynamics Research Corporation for 100 shares of common stock, together with an undated stock power covering such certificate duly executed in blank by Dynamics Research Corporation |
| 1 | To be converted to Engility LLC, a Delaware limited liability company. |
Supplement to Schedule 7 - 1
