0001193125-12-274473 Sample Contracts

TAX MATTERS AGREEMENT
Tax Matters Agreement • June 19th, 2012 • Engility Holdings, Inc. • Services-engineering services • New York

This TAX MATTERS AGREEMENT is dated as of , 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”).

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EMPLOYEE MATTERS AGREEMENT between L-3 COMMUNICATIONS CORPORATION, and ENGILITY CORPORATION Dated as of July [—], 2012
Employee Matters Agreement • June 19th, 2012 • Engility Holdings, Inc. • Services-engineering services

EMPLOYEE MATTERS AGREEMENT, dated as of July [—], 2012 (this “Employee Matters Agreement”), between L-3 Communications Corporation, a Delaware corporation (“L-3”) and Engility Corporation, a Delaware corporation (“Engility”).

MASTER SUPPLY AGREEMENT BETWEEN AND ENGILITY CORPORATION
Master 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”).

DISTRIBUTION AGREEMENT between L-3 COMMUNICATIONS HOLDINGS, INC. and ENGILITY HOLDINGS, INC. Dated as of [—], 2012
Distribution Agreement • June 19th, 2012 • Engility Holdings, Inc. • Services-engineering services • New York

DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [—], 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”).

MASTER SUPPLY AGREEMENT BETWEEN AND ENGILITY CORPORATION
Master 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 (“Seller”) and Engility Corporation, a Delaware corporation with its principal office located at (“Buyer”) (collectively the “Parties”).

TRANSITION SERVICES AGREEMENT between L-3 COMMUNICATIONS CORPORATION and ENGILITY CORPORATION Dated as of July [—], 2012
Transition Services Agreement • June 19th, 2012 • Engility Holdings, Inc. • Services-engineering services • New York

TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of July [—], 2012, between L-3 Communications Corporation, a Delaware corporation (“L-3”), and Engility Corporation, a Delaware corporation (formerly known as L-3 Services, Inc.) (“Engility” and, together with L-3, the “Parties”, and each individually, a “Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Distribution Agreement (as defined below).

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