0001021408-03-009007 Sample Contracts

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 20th, 2003 • Science Applications International Corp • Services-engineering, accounting, research, management • New York

This REGISTRATION RIGHTS AGREEMENT dated June 19, 2003 (the “Agreement”) is entered into by and among Science Applications International Corporation, a Delaware corporation (the “Company”), and the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom J.P. Morgan Securities Inc. is acting as representative (the “Representative”).

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CUSIP 808626AF2 NOTE R-1
Science Applications International Corp • June 20th, 2003 • Services-engineering, accounting, research, management

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION Purchase Agreement
Science Applications International Corp • June 20th, 2003 • Services-engineering, accounting, research, management • New York

Science Applications International Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 principal amount of its 5 1/2% Notes due 2033 (the “Securities”). The Securities will be issued pursuant to an Indenture (the “Indenture”) dated as of June 28, 2002 between the Company, and JPMorgan Chase Bank, as trustee (the “Trustee”).

CUSIP U80678AC6 NOTE S-1
Science Applications International Corp • June 20th, 2003 • Services-engineering, accounting, research, management

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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