FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

Exhibit 10.2

EXECUTION VERSION

FIRST AMENDMENT TO

FIRST LIEN CREDIT AGREEMENT

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.

W I T N E S S E T H:

WHEREAS, Holdings, the Borrower, the several Lenders party from time to time thereto and Barclays Bank PLC, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank are parties to a First Lien Credit Agreement, dated as of May 23, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, Holdings, the Borrower, the Administrative Agent and the Required Lenders have agreed to amend certain terms of the Credit Agreement, subject to the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Amendments to Credit Agreement.

(a) The following defined terms are hereby added to Section 1.1 of the Credit Agreement in the correct alphabetical order:

“East Acquisition”: the combination of Holdings and Engility Holdings, Inc. pursuant to the East Merger Agreement.”

“East Acquisition Date”: the date on which East Acquisition is consummated in accordance with the East Merger Agreement.

“East Merger Agreement”: that certain Agreement and Plan of Merger, dated as of October 28, 2014, among Holdings, Toucan Merger Corporation I, Toucan Merger Corporation II, Engility Holdings, Inc., New East Holdings, Inc. and East Merger Sub, LLC.”

“First Amendment”: that certain First Amendment to First Lien Credit Agreement, dated as of December 18, 2014, among Holdings, the Borrower, the Administrative Agent and the Lenders party thereto.

(b) The defined term “Applicable Margin” is hereby amended (x) by replacing “4.50%” with “5.00%” and (y) by replacing “5.50%” with “6.00%”.

(c) The defined term “Maximum Incremental Facilities Amount” is hereby amended by inserting the following words at the end thereof “; provided that the aggregate

principal amount of the New Term Commitments or Permitted Other Indebtedness incurred on the East Acquisition Date in connection with the East Acquisition shall be excluded for the purposes of determining the amount set forth under clause (a)(i) hereof after the East Acquisition Date”.

(d) The defined term “Revolving Commitments” is hereby amended and restated in its entirety as follows:

“Revolving Commitments: as to any Revolving Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under heading “Revolving Commitment” opposite such Lender’s name on Annex A-2, or, as the case may be, in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Revolving Commitments as of the Effective Date (as defined in the First Amendment) of the First Amendment is $115,000,000.”

(e) The defined term “L/C Commitment” is hereby amended by replacing the term “$12,500,000” with “$30,000,000”.

(f) The defined term “Swingline Commitments” is hereby amended by replacing the term “$15,000,000” with “$35,000,000”.

(g) Section 2.5 of the Credit Agreement is hereby amended by replacing the terms “in the case of ABR Loans, prior to 12:00 Noon, New York City time, one Business Day prior to the proposed Borrowing Date” with “in the case of ABR Loans, prior to 10:00 a.m., New York City time, on the proposed Borrowing Date”.

(h) Section 2.20(d)(iii) of the Credit Agreement is hereby amended by inserting the following sentence after the last sentence thereof: “For purposes of this Section 2.20(d)(iii), each reference to “Lender” shall be deemed to include the Administrative Agent.”

(i) Section 6.15 of the Credit Agreement is hereby deleted in its entirety and replaced with the words “[Reserved].”

(j) Section 7.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“7.1 Financial Covenant. Consolidated Total Net Leverage Ratio. Permit the Consolidated Total Net Leverage Ratio as at the last day of any Test Period ending on the dates set forth below to be in excess of the ratio set forth opposite such date below:

Period Ending		Ratio
December 31, 2014		6.75:1.00
March 31, 2015		6.75:1.00

June 30, 2015		6.75:1.00
September 30, 2015		6.75:1.00
December 31, 2015		6.50:1.00
March 31, 2016		6.50:1.00
June 30, 2016		6.00:1.00
September 30, 2016		6.00:1.00
December 31, 2016		5.50:1.00
March 31, 2017		5.50:1.00
June 30, 2017		5.50:1.00
September 30, 2017		5.50:1.00
December 31, 2017		5.00:1.00
March 31, 2018		5.00:1.00
June 30, 2018		5.00:1.00
September 30, 2018		5.00:1.00
December 31, 2018		4.50:1.00
Each Test Period ending thereafter		4.50:1.00

(k) Clause (i) of the first proviso in Section 7.6(e) of the Credit Agreement is hereby amended by deleting the words “$10,000,000 in any fiscal year (but not exceeding $25,000,000 in the aggregate since the Closing Date)” set forth therein and replacing them with the words “$20,000,000 in any fiscal year (but not exceeding $50,000,000 in the aggregate since the Closing Date”.

(l) Section 7.6 of the Credit Agreement is hereby amended by inserting a new clause (p): “(p) the Borrower and its Subsidiaries may make any Restricted Payment in connection with the East Acquisition as contemplated by the East Merger Agreement.”

(m) Section 7.7(d) of the Credit Agreement is hereby amended by replacing the term “$2,500,000” with “$5,000,000” and inserting immediately after the words “in the ordinary course of business” the following words: “(excluding any reimbursement obligations in the ordinary course of business in connection with ‘corporate credit cards’)”.

(n) Annex A-2 to the Credit Agreement is hereby replaced in its entirety with a new Annex A-2 attached hereto as Exhibit A.

2. Conditions to Effectiveness. This Amendment shall become effective when each of the following conditions precedent shall have been satisfied or waived (the “Effective Date”):

(a) This Amendment shall have been executed by the Required Lenders, Holdings and the Borrower.

(b) The Administrative Agent shall have received a customary enforceability opinion with respect to this Amendment from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, legal counsel to Holdings and the Borrower.

(c) On and as of the date hereof, each of the representations and warranties contained in Section 4 (Representations and Warranties) of the Credit Agreement shall be true and correct in all material respects, in each case as if made on and as of such date, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, provided that, in each case, such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof.

(d) The East Acquisition shall have been consummated, or substantially simultaneously with the Effective Date, shall be consummated.

3. FATCA.

For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of the Amendment, the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

4. Miscellaneous Provisions.

(a) This Amendment has been duly executed and delivered on behalf the Borrower and Holdings and constitutes a legal, valid and binding obligation of the Borrower and Holdings, enforceable against the Borrower and Holdings in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing.

(b) Each of the Borrower and Holdings acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder and the obligations of the other Loan Parties party thereto shall continue, shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.

(c) This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provisions of the Credit Agreement or any other Loan Document.

(d) This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or electronic (i.e., “pdf”) transmission shall be effective as delivery of a manually executed counterpart hereof.

(e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT 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.

(f) From and after the Effective Date, all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. This Amendment shall constitute a Loan Document for all purposes under the Credit Agreement and each of the other Loan Documents.

(g) This Amendment shall be binding upon and inure to the benefit of the Borrower, the Guarantors and each of their respective successors and assigns, and upon the Administrative Agent and the Lenders and their respective successors and assigns.

(h) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[SIGNATURES TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

TASC PARENT CORPORATION,
as Holdings
By:		/s/ Xxxxxxxx Xxxxxxxxxx
		Name		Xxxxxxxx Xxxxxxxxxx
		Title:		VP & General Counsel
TASC, INC.,
as the Borrower
By:		/s/ Xxxxxxxx Xxxxxxxxxx
		Name:		Xxxxxxxx Xxxxxxxxxx
		Title:		VP & General Counsel

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

BARCLAYS BANK PLC,
as Administrative Agent, Collateral Agent and
Lender
By:		/s/ Xxxxxxxxxxx Xxx
		Name: Xxxxxxxxxxx Xxx
		Title: Assistant Vice President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Pacifica CDO VI LTD
		as a Lender
		By: Alcentra NY, LLC, as investment advisor
By:		/s/ Xxxxx Xxxxxxxxxx
		Name:		Xxxxx Xxxxxxxxxx
		Title:		Senior Vice President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Shackleton I CLO, Ltd.
		as a Lender
		By: Alcentra NY, LLC, as investment advisor
By:		/s/ Xxxxx Xxxxxxxxxx
		Name:		Xxxxx Xxxxxxxxxx
		Title:		Senior Vice President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Westwood CDO I LTD
		as a Lender
		By: Alcentra NY, LLC, as investment advisor
By:		/s/ Xxxxx Xxxxxxxxxx
		Name:		Xxxxx Xxxxxxxxxx
		Title:		Senior Vice President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Westwood CDO II LTD
		as a Lender
		By: Alcentra NY, LLC, as investment advisor
By:		/s/ Xxxxx Xxxxxxxxxx
		Name:		Xxxxx Xxxxxxxxxx
		Title:		Senior Vice President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Shackleton 2013-III CLO, Ltd.
		as a Lender
		By: Alcentra NY, LLC, as investment advisor
By:		/s/ Xxxxx Xxxxxxxxxx
		Name:		Xxxxx Xxxxxxxxxx
		Title:		Senior Vice President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Shackleton 2014-V CLO, Ltd.
		as a Lender
By:		/s/ Xxxxx Xxxxxxxxxx
		Name:		Xxxxx Xxxxxxxxxx
		Title:		Senior Vice President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Shackleton II CLO, Ltd.
		as a Lender
		By: Alcentra NY, LLC
By:		/s/ Xxxxx Xxxxxxxxxx
		Name:		Xxxxx Xxxxxxxxxx
		Title:		Senior Vice President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		ALM VI, Ltd.
		as a Lender
		By: Apollo Credit Management (CLO), LLC, as Collateral Manager
By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Vice President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		ALM VIII, Ltd.
		as a Lender
		By: Apollo Credit Management (CLO), LLC, as Collateral Manager
By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Vice President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		APOLLO CREDIT FUNDING I LTD.
		as a Lender
		By: Apollo ST Fund Management LLC
		As Its Collateral Manager
By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Apollo Senior Floating Rate Fund Inc.
		as a Lender
		By: Account 631203
By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		IBM Personal Pension Plan Trust
		as a Lender
		By: Apollo Fund Management LLC, its Investment Manager
By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		STONE TOWER CLO VII LTD.
		as a Lender
		By: Apollo Debt Advisors LLC, as its Collateral Manager
By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		ALM XI, Ltd.
		as a Lender
		By: Apollo Credit Management (CLO), LLC, as Collateral Manager
By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Vice President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		ALM XII, Ltd.
		as a Lender
		By: Apollo Credit Management (CLO), LLC,
		as Collateral Manager
By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Vice President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Apollo Tactical Income Fund Inc
		as a Lender
		By: Account 361722
By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Vice President

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Bank of America, N.A.,
		as a Lender
By:		/s/ Xxxxxxxx Xxxxxx
		Name:		Xxxxxxxx Xxxxxx
		Title:		Vice President
		For any Lender requiring a second signature block:
By:
		Name:
		Title:

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Lloyds Bank Pension Scheme No. 1
		as a Lender
		By: Beach Point Capital Management LP its Investment Manager
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Co-Chief Investment Officer

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Associated British Foods Pension Scheme
		as a Lender
		By: Beach Point Capital Management LP its Investment Manager
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Co-Chief Investment Officer

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Beach Point Dynamic Income Master Fund, L.P.
		as a Lender
		By: Beach Point Capital Management LP its Investment Manager
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Co-Chief Investment Officer

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Beach Point Multi-Asset Credit Fund Ltd.
		as a Lender
		By: Beach Point Capital Management LP its Investment Manager
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Co-Chief Investment Officer

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Beach Point SCF IV LLC
		as a Lender
		By: Beach Point Capital Management LP its Investment Manager
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Co-Chief Investment Officer

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Beach Point SCF Multi-Port LP
		as a Lender
		By: Beach Point Capital Management LP its Investment Manager
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Co-Chief Investment Officer

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Beach Point Strategic Master Fund, L.P.
		as a Lender
		By: Beach Point Capital Management LP its Investment Manager
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Co-Chief Investment Officer

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Beach Point Total Return Master Fund, L.P.
		as a Lender
		By: Beach Point Capital Management LP its Investment Manager
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Co-Chief Investment Officer

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION
		as a Lender
		By: Beach Point Capital Management LP its Investment Manager
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Co-Chief Investment Officer

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

Los Angeles County Employees Retirement Association
By: Crescent Capital Group LP, its adviser
		By:		/s/ Xxxxx XxXxxx
				Name:		Xxxxx XxXxxx
				Title:		Assistant Vice President
		By:		/s/ G. XXXXX XXXXXX
				Name:		G. XXXXX XXXXXX
				Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Pacific Coat Investment Fund LLC
		as a Lender
		By: Beach Point Capital Management LP its Investment Manager
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Co-Chief Investment Officer

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Royal Mail Pension Plan
		as a Lender
		By: Beach Point Capital Management LP its Investment Manager
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Co-Chief Investment Officer

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		BCA Loan Funding LLC
		as a Lender
		By: Citibank, N.A.
By:		/s/ Xxxxx Pool
		Name:		Xxxxx Pool
		Title:		Associate Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Citi Loan Funding CGMSCLO 2014-5 LLC,
		as a Lender
		By: Citibank, N.A.,
By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Carlyle Global Market Strategies CLO 2012-2, Ltd.
		as a Lender
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Carlyle Global Market Strategies CLO 2012-3, Ltd.
		as a Lender
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Carlyle Global Market Strategies CLO 2012-4, Ltd.
		as a Lender
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Carlyle Global Market Strategies CLO 2013-1, Ltd.
		as a Lender
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Carlyle Global Market Strategies CLO 2013-2, Ltd.
		as a Lender
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Carlyle Global Market Strategies CLO 2013-3, Ltd.
		as a Lender
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Carlyle Global Market Strategies CLO 2013-4, Ltd.
		as a Lender
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Carlyle Global Market Strategies CLO 2014-1, Ltd.
		as a Lender
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Carlyle Global Market Strategies CLO 2014-2, Ltd.
		as a Lender
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		00xx Xxxxxx Loan Funding LLC
		as a Lender
		By: Citibank, N.A.,
By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

Allied World Assurance Company Ltd
By: Crescent Capital Group LP, its adviser
By:		/s/ Xxxxx XxXxxx
		Name:		Xxxxx XxXxxx
		Title:		Assistant Vice President
By:		/s/ G. XXXXX XXXXXX
		Name:		G. XXXXX XXXXXX
		Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

ATLAS SENIOR LOAN FUND II, LTD.
By: Crescent Capital Group LP, its adviser
By:		/s/ Xxxxx XxXxxx
		Name:		Xxxxx XxXxxx
		Title:		Assistant Vice President
By:		/s/ G. XXXXX XXXXXX
		Name:		G. XXXXX XXXXXX
		Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

ATLAS SENIOR LOAN FUND III, LTD.
By: Crescent Capital Group LP, its adviser
By:		/s/ Xxxxx XxXxxx
		Name:		Xxxxx XxXxxx
		Title:		Assistant Vice President
By:		/s/ G. XXXXX XXXXXX
		Name:		G. XXXXX XXXXXX
		Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

ATLAS SENIOR LOAN FUND, LTD.
By: Crescent Capital Group LP, its adviser
By:		/s/ Xxxxx XxXxxx
		Name:		Xxxxx XxXxxx
		Title:		Assistant Vice President
By:		/s/ G. XXXXX XXXXXX
		Name:		G. XXXXX XXXXXX
		Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

ATLAS SENIOR LOAN FUND V, LTD.
By: Crescent Capital Group LP, its adviser
By:		/s/ Xxxxx XxXxxx
		Name:		Xxxxx XxXxxx
		Title:		Assistant Vice President
By:		/s/ G. XXXXX XXXXXX
		Name:		G. XXXXX XXXXXX
		Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

AUCARA HEIGHTS INC.
By: Crescent Capital Group LP, its sub-adviser
By:		/s/ Xxxxx XxXxxx
		Name:		Xxxxx XxXxxx
		Title:		Assistant Vice President
By:		/s/ G. XXXXX XXXXXX
		Name:		G. XXXXX XXXXXX
		Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

Crescent Capital High Income Fund B, L.P.
By: Crescent Capital Group LP, its adviser
		By:		/s/ Xxxxx XxXxxx
				Name:		Xxxxx XxXxxx
				Title:		Assistant Vice President
		By:		/s/ G. XXXXX XXXXXX
				Name:		G. XXXXX XXXXXX
				Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

Crescent Capital High Income Fund L.P.
Business Name: Crescent Capital LP High Income Fund
By: Crescent Capital Group LP, its adviser
		By:		/s/ Xxxxx XxXxxx
				Name:		Xxxxx XxXxxx
				Title:		Assistant Vice President
		By:		/s/ G. XXXXX XXXXXX
				Name:		G. XXXXX XXXXXX
				Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

CRESCENT LONG/SHORT CREDIT OPPORTUNITY, L.P.
By:		Crescent Capital Group LP, its sub-adviser
By:		/s/ Xxxxx XxXxxx
		Name:		Xxxxx XxXxxx
		Title:		Assistant Vice President
By:		/s/ G. XXXXX XXXXXX
		Name:		G. XXXXX XXXXXX
		Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

Crescent Senior Secured Floating Rate Loan Fund, LLC
By: Crescent Capital Group LP, its advisor
		By:		/s/ Xxxxx XxXxxx
				Name:		Xxxxx XxXxxx
				Title:		Assistant Vice President
		By:		/s/ G. XXXXX XXXXXX
				Name:		G. XXXXX XXXXXX
				Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

ILLINOIS STATE BOARD OF INVESTMENT
By:		Crescent Capital Group LP, its sub-adviser
		By:		/s/ Xxxxx XxXxxx
				Name:		Xxxxx XxXxxx
				Title:		Assistant Vice President
		By:		/s/ G. XXXXX XXXXXX
				Name:		G. XXXXX XXXXXX
				Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

Ironshore Insurance Ltd.
By: Crescent Capital Group LP, its adviser
		By:		/s/ Xxxxx XxXxxx
				Name:		Xxxxx XxXxxx
				Title:		Assistant Vice President
		By:		/s/ G. XXXXX XXXXXX
				Name:		G. XXXXX XXXXXX
				Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

Lincoln Investment Solutions, Inc.
By: Crescent Capital Group LP, its advisor
		By:		/s/ Xxxxx XxXxxx
				Name:		Xxxxx XxXxxx
				Title:		Assistant Vice President
		By:		/s/ G. XXXXX XXXXXX
				Name:		G. XXXXX XXXXXX
				Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

Mt. Whitney Securities, Inc.
By: Crescent Capital Group LP, its adviser
		By:		/s/ Xxxxx XxXxxx
				Name:		Xxxxx XxXxxx
				Title:		Assistant Vice President
		By:		/s/ G. XXXXX XXXXXX
				Name:		G. XXXXX XXXXXX
				Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

TCW SENIOR SECURED LOAN FUND, LP
By:		Crescent Capital Group LP, its sub-adviser
		By:		/s/ Xxxxx XxXxxx
				Name:		Xxxxx XxXxxx
				Title:		Assistant Vice President
		By:		/s/ G. XXXXX XXXXXX
				Name:		G. XXXXX XXXXXX
				Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

WEST BEND MUTUAL INSURANCE COMPANY
By:		Crescent Capital Group LP, its sub-adviser
		By:		/s/ Xxxxx XxXxxx
				Name:		Xxxxx XxXxxx
				Title:		Assistant Vice President
		By:		/s/ G. XXXXX XXXXXX
				Name:		G. XXXXX XXXXXX
				Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Fraser Xxxxxxxx CLO II, Ltd., as Lender
		as a Lender
		By: 31 Debt Management US, LLC as Manager
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Partner

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		GoldenTree Loan Opportunities IX, Limited
		as a Lender
		By: GoldenTree Asset Management, LP
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		GoldenTree Loan Opportunities VIII, Limited
		as a Lender
		By: GoldenTree Asset Management, LP
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		X. X. Xxxxxx Whitefriars Inc., as a Lender
By:		/s/ Xxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxx X. Xxxxxx
		Title:		Attorney - in - Fact

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		BOWERY FUNDING ULC
		as a Lender
By:		/s/ Mobasharul Islam
		Name:		Mobasharul Islam
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Marathon CLO IV Ltd.
		as a Lender
By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Marathon CLO V Ltd.
		as a Lender
By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Marathon CLO VI, Ltd.
		as a Lender
By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Venture IX CDO, Limited
		as a Lender
		By: its investment advisor, MJX Asset Management LLC
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Venture VI CDO Limited
		as a Lender
		By: its investment advisor, MJX Asset Management, LLC
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Venture VIII CDO, Limited
		as a Lender
		By: its investment advisor, MJX Asset Management, LLC
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		VENTURE XII CLO, Limited
		as a Lender
		By: its investment advisor MJX Asset Management LLC
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Senior Portfolio Manager

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		New Mountain Finance Holdings, L.L.C.
		as a Lender
By:		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		EVP and COO

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		BAE SYSTEMS 2000 PENSION PLAN TRUSTEES LIMITED
		as a Lender
		By: Oak Hill Advisors, L.P., as Manager
By:		/s/ Xxxxx R August
		Name:		Xxxxx R August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		BAE SYSTEMS PENSION FUNDS CIF TRUSTEES LIMITED
		as a Lender
		By: Oak Hill Advisors, L.P., as Manager
By:		/s/ Xxxxx R August
		Name:		Xxxxx R August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		HPK HY BONDS UND LOANS
		as a Lender
		By: INTERNATIONALE KAPITALANLAGEGESELLSCHAFT mbH acting for account of HPK HY BONDS UND LOANS
		Represented by: Oak Hill Advisors, L.P. As Fund Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		NOTE FUNDING OHA, LLC
		as a Lender
		By: Oak Hill Advisors, L.P. as Investment Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Oak Hill Credit Partners V, Limited
		as a Lender
		By: Oak Hill Advisors, L.P., as Portfolio Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA CREDIT PARTNERS IX, LTD.
		as a Lender
		By: Oak Hill Advisors, L.P. as Portfolio Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA CREDIT PARTNERS VI, LTD.
		as a Lender
		By: Oak Hill Advisors, L.P. As its portfolio manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA CREDIT PARTNERS VII, LTD.
		as a Lender
		By: Oak Hill Advisors, L.P., as Portfolio Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA CREDIT PARTNERS VIII, LTD.
		as a Lender
		By: Oak Hill Advisors, L.P. as Warehouse Portfolio Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA CREDIT PARTNERS X, LTD.
		as a Lender
		By: Oak Hill Advisors, L.P. as Portfolio Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA CUSTOM MULTI-SECTOR CREDIT MASTER FUND, L.P.
		as a Lender
		By: OHA Custom Multi-Sector Credit Fund GenPar, LLC,
		its general partner
		By: OHA Global GenPar, LLC,
		its general partner
		By: OHA Global MGP, LLC,
		its managing partner
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA DENMARK CUSTOMIZED CREDIT FUND, L.P.
		as a Lender
		By: OHA Denmark Customized Credit GenPar, LLC
		Its General Partner
		By: OHA Denmark Customized Credit MGP, LLC
		Its Managing Member
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA Diversified Credit Strategies Fund Master, L.P.
		as a Lender
		By: OHA Diversified Credit Strategies GenPar LLC, its General Partner
		OHA Diversified Credit Strategies MGP, LLC, its managing member
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA DIVERSIFIED CREDIT STRATEGIES MASTER FUND (PARALLEL II), L.P.
		as a Lender
		By: OHA Diversified Credit Strategies Fund (Parallel II) GenPar, LLC, Its General Partner
		By: OHA Global GenPar, LLC, Its Managing member
		By: OHA Global MGP, LLC, Its Managing member
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA Finlandia Credit Fund
		as a Lender
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA Intrepid Leveraged Loan Fund, Ltd.
		as a Lender
		By: Oak Hill Advisors, L.P., as its Portfolio Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA LOAN FUNDING 2012-1, LTD.
		as a Lender
		By: Oak Hill Advisors, L.P. As Portfolio Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA LOAN FUNDING 2013-1, LTD.
		as a Lender
		By: Oak Hill Advisors, L.P. as Portfolio Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		OHA Park Avenue CLO I, Ltd.
		as a Lender
		By: Oak Hill Advisors, L.P., as Investment Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Oregon Public Employees Retirement Fund
		as a Lender
		By: Oak Hill Advisors, L.P., as Investment Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		THE COCA-COLA COMPANY MASTER RETIREMENT TRUST
		as a Lender
		By: Oak Hill Advisors, L.P. as Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

Met Investors Series Trust-Pioneer Strategic Income Portfolio
Pioneer Bond Fund
Pioneer Diversified High Income Trust
Pioneer Floating Rate Fund
Pioneer Floating Rate Trust
Pioneer Strategic Income Fund,
as a Lender
By: Pioneer Investment Management, Inc., its advisor
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Assistant Secretary
Stichting Pensioenfunds Medische Specialisten
Ascension Health Master Pension Trust
Ascension Alpha Fund, LLC,
as a Lender
By: Pioneer Institutional Asset Management, Inc., its advisor
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Assistant Secretary

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Catalyst/Princeton Floating Rate Income Fund,
		as a Lender
By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Sr. Portfolio Manager

Catalyst/Princeton Floating Rate Income Fund

By: Princeton Advisory Group, Inc. the Sub-Advisor

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Commonwealth of PA, Treasury Dept.,
		as a Lender
By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Sr. Portfolio Manager

Commonwealth of PA, Treasury Dept.

By: Princeton Advisory Group, Inc.

the Manager

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Princeton Stable Income Fund, LTD.,
		as a Lender
By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Sr. Portfolio Manager

Princeton Stable Income Fund, Ltd.

By: Princeton Advisory Group, Inc.

the Investment Manager

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

Baptist Health South Florida, Inc.
By:		Seix Investment Advisors LLC, as Adviser
Blue Cross of Idaho Health Service, Inc.
By:		Seix Investment Advisors LLC, as Investment Manager
City National Rochdale Funds – Fixed Income Opportunities Fund
By:		Seix Investment Advisors LLC, as Subadviser
Mountain View CLO 2013-1 Ltd.
By:		Seix Investment Advisors LLC, as Collateral Manager
Mountain View CLO 2014-1 Ltd.
By:		Seix Investment Advisors LLC, as Collateral Manager
RidgeWorth Funds – Seix Floating Rate High Income Fund
By:		Seix Investment Advisors LLC, as Subadviser
RidgeWorth Funds – Total Return Bond Fund
By:		Seix Investment Advisors LLC, as Subadviser
Seix Credit Opportunities Fund Financing I Ltd.
By:		Seix Investment Advisors LLC, as Investment Manager
Seix Multi-Sector Absolute Return Fund L.P.
By:		Seix Multi-Sector Absolute Return Fund GP LLC, in its capacity as sole general partner
By:		Seix Investment Advisors LLC, its sole member
as Lenders
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		Carlyle Global Market
		Strategies CLO 2012-1, Ltd.
		as a Lender
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

1199SEIU Health Care Employees Pension Fund
By: Crescent Capital Group LP, its advisor
By:		/s/ Xxxxx XxXxxx
		Name:		Xxxxx XxXxxx
		Title:		Assistant Vice President
By:		/s/ G. XXXXX XXXXXX
		Name:		G. XXXXX XXXXXX
		Title:		SENIOR VICE PRESIDENT

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		BLT 38 LLC,
		as a Lender
By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

		ROYAL BANK OF CANADA,
		as a Lender
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Authorized Signatory

Signature Page to First Amendment to TASC, Inc. First Lien Credit Agreement

EXHIBIT A

Annex A-2

Lender		Revolving Commitment				Pro Rata Share
Barclays Bank PLC		$	35,000,000.00				30.43	%
Jefferies Finance LLC		$	20,000,000.00				17.39	%
Deutsche Bank AG New York Branch		$	14,250,000.00				12.39	%
Royal Bank of Canada		$	14,250,000.00				12.39	%
JPMorgan Chase Bank, NA		$	10,000,000.00				8.70	%
Mizuho Bank, Ltd.		$	6,500,000.00				5.65	%
SunTrust Xxxxxxxx Xxxxxxxx, Inc.		$	5,000,000.00				4.35	%
KKR Corporate Lending LLC		$	5,000,000.00				4.35	%
Sumitomo Mitsui Banking Corporation		$	5,000,000.00				4.35	%
Total		$	115,000,000.00				100	%