FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT

Exhibit 10.5

EXECUTION VERSION

FIRST AMENDMENT TO

SECOND LIEN CREDIT AGREEMENT

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.

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 and Collateral Agent are parties to a Second 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.”

(b) 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”.

(c) 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.”

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

(e) 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		8.25:1.00
March 31, 2015		8.25:1.00
June 30, 2015		8.25:1.00
September 30, 2015		8.25:1.00
December 31, 2015		8.00:1.00
March 31, 2016		8.00:1.00
June 30, 2016		7.50:1.00
September 30, 2016		7.50:1.00
December 31, 2016		7.00:1.00
March 31, 2017		7.00:1.00
June 30, 2017		7.00:1.00
September 30, 2017		7.00:1.00
December 31, 2017		6.50:1.00
March 31, 2018		6.50:1.00
June 30, 2018		6.50:1.00
September 30, 2018		6.50:1.00
December 31, 2018		6.00:1.00
Each Test Period ending thereafter		6.00:1.00

(f) Clause (i) of the first proviso in Section 7.6(e) of the Credit Agreement is hereby amended by deleting the words “$12,000,000 in any fiscal year (but not exceeding $30,000,000 in the aggregate since the Closing Date)” set forth therein and replacing them with the words “$24,000,000 in any fiscal year (but not exceeding $60,000,000 in the aggregate since the Closing Date”.

(g) 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.”

(h) Section 7.7(d) of the Credit Agreement is hereby amended by replacing the term “$3,000,000” with “$6,000,000” 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’)”.

(i) Section 8.1(e) of the Credit Agreement is hereby amended by replacing the words “that with respect to any of the defaults described in clauses (i) and (ii) above” with the words “that with respect to any of the defaults described in clauses (i), (ii) and (iii) above”.

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. Second 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. Second 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. Second 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. Second 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. Second Lien Credit Agreement

		Apollo Investment Corporation
		as a Lender
		By: Apollo Investment Management, L.P., its Advisor
		By: ACC Management, LLC, its general partner
By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Chief Financial Officer

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

		Apollo Centre Street Partnership, L.P.
		as a Lender
		By: Apollo Centre Street Advisors (APO DC), L.P.,
		Its general partner
		By: Apollo Centre Street Advisors (APO DC-GP), LLC,
		Its general partner
By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Vice President

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

		Apollo Franklin Partnership, L.P.
		as a Lender
		By: Apollo Franklin Advisors
		(APO DC), L.P., its General Partner
		By: Apollo Franklin Advisors (APO DC-GP), LLC, its General Partner
By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Vice President

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

		APOLLO SK STRATEGIC INVESTMENTS, L.P.
		as a Lender
		By: Apollo SK Strategic Advisors, L.P, its general partner
		By: Apollo SK Strategic Advisors, LLC, its general partner
By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Vice President

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

Xxxxxx Select Mandate Master Fund, L.P.,
as a Lender
By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Authorized Person

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

Hastings Master Fund, L.P., as a Lender
By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Authorized Person

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

		Lloyds Banking Pension Scheme No. 2
		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. Second 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. Second 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. Second 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. Second Lien Credit Agreement

		Beach Point SCF I 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. Second 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. Second 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. Second Lien Credit Agreement

		Beach Point Select 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. Second 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. Second 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. Second Lien Credit Agreement

		Pacific Coast 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. Second 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. Second Lien Credit Agreement

		BlackRock Debt Strategies Fund, Inc.
		as a Lender
		By: BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ Xxx Xxxxxx
		Name:		Xxx Xxxxxx
		Title:		Authorized Signatory

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

		BlackRock Defined Opportunity Credit Trust
		as a Lender
		By: BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ Xxx Xxxxxx
		Name:		Xxx Xxxxxx
		Title:		Authorized Signatory

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

		BlackRock Floating Rate Income Trust
		as a Lender
		By: BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ Xxx Xxxxxx
		Name:		Xxx Xxxxxx
		Title:		Authorized Signatory

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

		BlackRock Funds II, BlackRock Floating Rate Income Portfolio
		as a Lender
		By: BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ Xxx Xxxxxx
		Name:		Xxx Xxxxxx
		Title:		Authorized Signatory

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

		BlackRock Global Investment Series: Income Strategies Portfolio
		as a Lender
		By: BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ Xxx Xxxxxx
		Name:		Xxx Xxxxxx
		Title:		Authorized Signatory

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

		BlackRock Limited Duration Income Trust
		as a Lender
		By: BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ Xxx Xxxxxx
		Name:		Xxx Xxxxxx
		Title:		Authorized Signatory

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

		BlackRock Secured Credit Portfolio of BlackRock Funds II
		as a Lender
		By: BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ Xxx Xxxxxx
		Name:		Xxx Xxxxxx
		Title:		Authorized Signatory

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

		BlackRock Senior Floating Rate Portfolio
		as a Lender
		By: BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ Xxx Xxxxxx
		Name:		Xxx Xxxxxx
		Title:		Authorized Signatory

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

		BlackRock Floating Rate Income Strategies Fund, Inc.
		as a Lender
		By: BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ Xxx Xxxxxx
		Name:		Xxx Xxxxxx
		Title:		Authorized Signatory

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

		KTRS CREDIT FUND, LP
		as a Lender
		By: Marathon Asset Management, L.P.
		Its: Investment Manager and Authorized Signatory
By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Authorized Signatory

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

		MARATHON CENTRE STREET PARTNERSHIP, L.P.
		as a Lender
		By: Marathon Asset Management, L.P.
		Its: Investment Manager and Authorized Signatory
By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Authorized Signatory

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

		Marathon Les Grandes Jorasses
		Master Fund SCA SICAV-SIF
		as a Lender
By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Authorized Signatory

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

		OHA Diversified Credit Strategies Fund (Parallel), L.P.
		as a Lender
		By: OHA Diversified Credit Strategies 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. Second Lien Credit Agreement

		Future Fund Board of Guardians
		as a Lender
		By: Oak Hill Advisors, L.P., as its Investment Advisor
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

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

		Xxxxxx Enterprises, LLC
		as a Lender
		By: Oak Hill Advisors, L.P., as advisor and attorney-in-fact to Xxxxxx Enterprises, LLC
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

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

		MASTER SIF SICAV-SIF
		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. Second Lien Credit Agreement

		Oak Hill Credit Alpha Master Fund, L.P.
		as a Lender
		By: Oak Hill Credit Alpha Master Fund GenPar, Ltd., its General Partner
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

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

		Oak Hill Credit Opportunities Master Fund, Ltd.
		as a Lender
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

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

		OHA ASIA CUSTOMIZED CREDIT FUND, L.P.
		as a Lender
		By: OHA Asia Customized Credit GenPar, LLC, its General Partner
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

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

		OHA Centre Street Partnership, L.P.
		as a Lender
		By: OHA Centre Street GenPar, LLC
		its general partner
		By: OHA Centre Street 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. Second 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. Second 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. Second 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. Second 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. Second 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. Second Lien Credit Agreement

		OHA Structured Products Master Fund C, L.P.
		as a Lender
		By: OHA Structured Products C GenPar, LLC, its general partner
		OHA Global PE GenPar, LLC, its managing member
		OHA Global PE 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. Second 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. Second Lien Credit Agreement

		QANTAS SUPERANNUATION PLAN
		as a Lender
		By: Oak Hill Advisors, L.P. as its Manager
By:		/s/ Xxxxx X. August
		Name:		Xxxxx X. August
		Title:		Authorized Signatory

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

		Second Street Holdings 1, L.P.
		as a Lender
		By: PF5 GP, LLC
		Its: General Partner
		By: Oaktree Capital Management, L.P.
		Its: Managing Member
By:		/s/ Xxxxxxx Xxxxxxxxxx
		Name:		Xxxxxxx Xxxxxxxxxx
		Title:		Senior Vice President
By:		/s/ Xxxxx Xxxxxxxxx
		Name:		Xxxxx Xxxxxxxxx
		Title:		Managing Director

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

		Princeton Credit Opportunity Fund, LLC,
		as a Lender
By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Sr. Portfolio Manager

Princeton Credit Opportunity Fund, LLC

By: Princeton Advisory Group, Inc.

the Manager

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

Baptist Health South Florida, Inc.
By:		Seix Investment Advisors LLC, as Adviser
City National Rochdale Funds – Fixed Income Opportunities Fund
By:		Seix Investment Advisors LLC, as Subadviser
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. Second Lien Credit Agreement

Xxxxxx Capital Master Fund, L.P.,
as a Lender
By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Authorized Person

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