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.
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.
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.
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.
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTCredit Agreement • February 27th, 2015 • Engility Holdings, Inc. • Services-engineering services • New York
FIRST AMENDMENT TO SECOND 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.
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...Assumption Agreement • February 27th, 2015 • Engility Holdings, Inc. • Services-engineering services • New York
• 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
FORM STOCKHOLDERS AGREEMENTForm Stockholders Agreement • February 27th, 2015 • Engility Holdings, Inc. • Services-engineering services • Delaware
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of February 26, 2015, by and among Engility Holdings, Inc., a Delaware corporation (the “Company”), Birch Partners, LP, a Delaware limited partnership (the “Stockholder” and, together with its Permitted Transferees that Beneficially Own any Common Stock and have become a party to this Agreement, the “Stockholder Group”), and, for purposes of Sections 2.2, 3.1, 3.2, 3.4, Articles IV, V, VI, IX and X only, KKR 2006 Fund L.P. (“KKR”), and, for purposes of Sections 2.3, 3.1, 3.2, 3.4, Articles IV, V, VI, IX and X only, General Atlantic Partners 85, L.P. (“General Atlantic”), and, in each case for purposes of Article IV only, the KKR Initial Investors (as defined below) and the GA Initial Investors (as defined below).
FIRST 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, 2014First Lien Guarantee and Collateral Agreement • February 27th, 2015 • Engility Holdings, Inc. • Services-engineering services • New York
FIRST 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 First 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.
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...Assumption Agreement • February 27th, 2015 • Engility Holdings, Inc. • Services-engineering services • New York
• 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
SECOND LIEN INTERCREDITOR AGREEMENT Dated as of May 23, 2014 among BARCLAYS BANK PLC, as the Initial First Lien Representative and Initial First Lien Collateral Agent for the Initial First Lien Claimholders, BARCLAYS BANK PLC, as the Initial Second...Second Lien Intercreditor Agreement • February 27th, 2015 • Engility Holdings, Inc. • Services-engineering services • New York
This SECOND LIEN INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of May 23, 2014, and entered into by and among BARCLAYS BANK PLC, as First Lien Representative for the Initial First Lien Claimholders (as defined below) (in such capacity and together with its successors and assigns from time to time in such capacity “Initial First Lien Representative”) and collateral agent for the Initial First Lien Claimholders (in such capacity and together with its successors and assigns from time to time in such capacity, the “Initial First Lien Collateral Agent”), BARCLAYS BANK PLC, as Second Lien Representative for the Initial Second Lien Claimholders (as defined below) (in such capacity and together with its successors and assigns from time to time in such capacity the “Initial Second Lien Representative”) and collateral agent for the Initial Second Lien Claimholders (as defined below) (in such
