Contract
Exhibit 10.1
SUPPLEMENT NO. 1 (this “Supplement”) dated as of January 14, 2019 to the Amended and Restated Guarantee and Collateral Agreement dated as of October 31, 2018 (the “Guarantee and Collateral Agreement”), among SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower from time to time party thereto (each such Subsidiary individually a “Guarantor” and collectively, the “Guarantors”; the Guarantors
and the Borrower are referred to collectively herein as the “Grantors”) and CITIBANK, N.A. (together with its affiliates, “Citibank”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
A. Reference is made to the Third Amended and Restated Credit Agreement dated as of October 31, 2018 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to
time party thereto (the “Lenders”) and Citibank, as administrative agent for the Lenders and as Collateral Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement or the Guarantee and Collateral Agreement referred to therein, as applicable.
C. The Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Loans and
the Issuing Banks to issue Letters of Credit. Section 7.16 of the Guarantee and Collateral Agreement provides that additional Subsidiaries of the Borrower may become Guarantors and Grantors under the Guarantee and Collateral Agreement by execution
and delivery of an instrument in the form of this Supplement. The undersigned Subsidiaries of the Borrower (collectively, the “New
Subsidiaries” and, each a “New Subsidiary”) are executing this Supplement in accordance with the requirements of the
Credit Agreement to become Guarantors and Grantors under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans
previously made and Letters of Credit previously issued.
Accordingly, the Collateral Agent and the New Subsidiaries agree as follows:
SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, each New Subsidiary by its
signature below becomes a Grantor and Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Guarantor and each New Subsidiary hereby (a) agrees to all the terms and
provisions of the Guarantee and Collateral Agreement applicable to it as a Grantor and Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Guarantor thereunder are true and
correct on and as of the date hereof. In furtherance of the foregoing, each New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Credit Agreement), does hereby create and grant to the Collateral
Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of such New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Credit
Agreement) of such New Subsidiary. Each reference to a “Grantor” or a “Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include each New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by
reference.
SECTION 2. Each New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium or other
laws relating to or generally affecting the rights of the Collateral Agent and/or the Secured Parties).
SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when
taken together, bear the signatures of each New Subsidiary and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile, “.pdf”, or other similar electronic format shall be as effective as delivery of a manually
signed counterpart of this Supplement.
SECTION 4. Each New Subsidiary hereby represents and warrants that, as of the date hereof, (a) set forth on Schedule I
attached hereto is a true and correct schedule of (i) any and all Equity Interests and Pledged Debt Securities now owned by such New Subsidiary and (ii) any and all Intellectual Property now owned by such New Subsidiary and (b) set forth under its
signature hereto, is the true and correct legal name of such New Subsidiary and its jurisdiction of organization or formation.
SECTION 5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and
effect.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 8. All communications and notices hereunder shall (except as otherwise expressly permitted by the Guarantee and
Collateral Agreement) be in writing and given as provided in Section 9.02 of the Credit Agreement. All communications and notices hereunder to each New Subsidiary shall be given to it in care of the Borrower as provided in Section 9.02 of the
Credit Agreement.
SECTION 9. Each New Subsidiary agrees to reimburse the Collateral Agent for its out-of-pocket expenses in connection with
this Supplement, including the fees, other charges and disbursements of counsel for the Collateral Agent, to the extent provided for in Section 9.04 of the Credit Agreement.
IN WITNESS WHEREOF, each New Subsidiary and the Collateral Agent have duly executed this Supplement to the Guarantee and
Collateral Agreement as of the day and year first above written.
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ENGILITY HOLDINGS, INC.
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by
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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Address: 00000 Xxxxxx Xxxxx Xxxx, Xxxxxx XX 00000
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Legal Name: Engility Holdings, Inc.
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Jurisdiction of Formation: Delaware
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ENGILITY CORPORATION
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by
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| /s/ Xxxxxxx X. Xxxxxx | ||
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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Address: 00000 Xxxxxx Xxxxx Xxxx, Xxxxxx XX 00000
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Legal Name: Engility Corporation
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Jurisdiction of Formation: Massachusetts
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ENGILITY LLC
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by
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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Address: 00000 Xxxxxx Xxxxx Xxxx, Xxxxxx XX 00000
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Legal Name: Engility LLC
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Jurisdiction of Formation: Delaware
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[Signature page to Supplement to Guarantee and Collateral Agreement]
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ATAC SERVICES, LLC
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by
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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Address: 00000 Xxxxxx Xxxxx Xxxx, Xxxxxx XX 00000
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Legal Name: ATAC Services, LLC
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Jurisdiction of Formation: Delaware
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XXXX SERVICES, LLC
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by
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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Address: 00000 Xxxxxx Xxxxx Xxxx, Xxxxxx XX 00000
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Legal Name: XXXX Services, LLC
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Jurisdiction of Formation: Delaware
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SUPPORT SERVICES ORGANIZATION, LLC
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by
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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Address: 00000 Xxxxxx Xxxxx Xxxx, Xxxxxx XX 00000
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Legal Name: Support Services Organization, LLC
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Jurisdiction of Formation: Delaware
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TEXELTEK, LLC
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by
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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Address: 00000 Xxxxxx Xxxxx Xxxx, Xxxxxx XX 00000
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Legal Name: Texeltek, LLC
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Jurisdiction of Formation: Delaware
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[Signature page to Supplement to Guarantee and Collateral Agreement]
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TASC SERVICES CORPORATION
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by
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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Address: 00000 Xxxxxx Xxxxx Xxxx, Xxxxxx XX 00000
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Legal Name: TASC Services Corporation
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Jurisdiction of Formation: Delaware
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[Signature page to Supplement to Guarantee and Collateral Agreement]
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CITIBANK, N.A., as Collateral Agent,
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by
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Name: Xxxxxx Xxxxxxxx
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Title: Vice President
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[Signature page to Supplement to Guarantee and Collateral Agreement]
EQUITY INTERESTS
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Issuer
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Number of
Certificate
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Registered
Owner
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Number and
Class of
Equity Interest
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Percentage
of Equity Interests
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Engility Holdings, Inc.
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C-1
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100 Common Shares
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100%
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Engility Corporation
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6
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Engility Holdings, Inc.
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1,000 Common Shares
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100%
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Engility LLC
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N/A
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Engility Corporation
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LLC interests
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100%
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ATAC Services, LLC
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N/A
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Engility LLC
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LLC interests
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100%
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XXXX Services, LLC
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N/A
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Engility LLC
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LLC interests
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100%
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Support Services Organization, LLC
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N/A
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Engility Corporation
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LLC interests
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100%
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Texeltek, LLC
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N/A
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Engility Corporation
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LLC interests
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100%
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TASC Services Corporation
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2
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Engility Corporation
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1,000 Shares
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100%
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TM Creditors
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N/A
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Engility LLC
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0.075785%
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PLEDGED DEBT SECURITIES
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Issuer
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Registered
Creditor
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Principal
Amount
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Date of Note
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Maturity Date
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N/A
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N/A
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N/A
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N/A
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N/A
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EXISTING CONTRACTS PROHIBITING SUBSIDIARY GUARANTEES
1. Forfeiture Support Associates, LLC
INTELLECTUAL PROPERTY
U.S. COPYRIGHTS OWNED BY ENGILITY CORPORATION
U.S. Copyright Registrations
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Owner
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Title
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Reg. No.
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Reg. Date
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Analytic Sciences Corporation (TASC)
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Internal validation summary statistics
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TXu000534171
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July 6, 1992
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Analytic Sciences Corporation (TASC)
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LODESTAR cost of service
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Txu000528190
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July 6, 1992
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Analytic Sciences Corporation (TASC)
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LODESTAR domains ratio
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Txu000528167
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July 8, 1992
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Analytic Sciences Corporation (TASC)
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LODESTAR graphics
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Txu000527884
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July 6, 1992
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Analytic Sciences Corporation (TASC)
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Lodestar late cut reporter
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Txu000529502
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July 6, 1992
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Analytic Sciences Corporation (TASC)
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LODEstar PC/interface
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Txu000533911
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July 2, 1992
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Analytic Sciences Corporation (TASC)
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Lodestar ratio analysis program
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Txu000547932
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July 2, 1992
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Analytic Sciences Corporation (TASC)
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Lodestar sampling
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Txu000527097
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July 6, 1992
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Analytic Sciences Corporation (TASC)
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LODESTAR solid state validation package
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TXu000528191
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July 6, 1992
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Analytic Sciences Corporation (TASC)
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LODESTAR substation analysis package
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TXu000533985
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July 2, 1992
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Analytic Sciences Corporation (TASC)
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LODESTAR tool kit
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TXu000528030
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July 2, 1992
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Analytic Sciences Corporation (TASC)
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LODESTAR totalizing reporter
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TXu000533986
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July 6, 1992
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Analytic Sciences Corporation (TASC)
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LODESTAR version 5
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TXu000534366
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June 29, 1992
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Analytic Sciences Corporation (TASC)
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Lodestar: coincident peak analysis program
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TXu000529370
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July 6, 1992
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Analytic Sciences Corporation (TASC)
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LODESTAR: individual customer analysis
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TXu000527530
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July 6, 1992
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Analytic Sciences Corporation (TASC)
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TASC AdaGRAPH: source code
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TX0002105965
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June 12, 1987
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Analytic Sciences Corporation (TASC)
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TASC QNET
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TX0000000000
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June 3, 1991
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Dynamics Research Corporation
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Cycle interpolation monochip metallization mask work, MLA3454A
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MW0000000000
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July 28, 1986
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Dynamics Research Corporation
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Data accessor for Digital Equipment Corporation’s VAX computer
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TXu000302267
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October 26, 1987
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Dynamics Research Corporation
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Data accessor for the Honeywell DPS-8
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Txu000302266
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October 26, 1987
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Dynamics Research Corporation
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Expense tracking and planning system (ETAPS) reports
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TX0005953722
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April 1, 2004
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Dynamics Research Corporation
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First ten pages of “Network interface for the I B M PC
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TXu000302553
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October 26, 1987
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Dynamics Research Corporation
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Network supervisor for Digital Equipment Corporation’s VAX computer
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Txu000302254
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October 26, 0000
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Xxxx, Inc.
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Math assignments grades four through eight: Math drills
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Txu000307085
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December 9, 1987
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Tasc, Inc.
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Tasc quickview version 1.1
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TXu000726051
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February 26, 1996
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Tasc, Inc.
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Tasc, Inc. AIDS brief risk intervention (B R I)
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TXu000331894
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July 18, 1988
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LICENSES
I. Licenses/Sublicenses of New Subsidiaries as Licensor/Sublicensor on Date Hereof
None.
II. Licenses/Sublicenses of New Subsidiaries as Licensee/Sublicensee on Date Hereof
Sublicense Agreement dated April 26, 2017, as amended May 15, 2018, by and between Emirates Training Technology LLC and Engility Corporation.
PATENTS OWNED BY ENGILITY CORPORATION
U.S. Patents
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Owner
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Title
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Serial No.
Filing Date
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Patent No.
Issue Date
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Status
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Engility Corporation
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APPARATUS AND METHOD FOR PROVIDING PROGRAM PROTECTION ENGINEERING, SECURITY MANAGEMENT, AND REPORT PREPARATION FOR SENSITIVE AND
CLASSIFIED PROJECTS
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11/347,285
February 6, 2006
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7,865,388
January 4, 2011
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Issued
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U.S. Patent Applications
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Owner
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Title
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Serial No.
Filing Date
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Patent No.
Issue Date
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Status
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Engility Corporation
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SYSTEM AND METHOD FOR COMPUTERIZED DATA PROCESSING, ANALYSIS AND DISPLAY
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15/676,982
August 14, 2017
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N/A
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Pending
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PATENTS OWNED BY ENGILITY LLC
U.S. Patents
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Owner
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Title
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Serial No.
Filing Date
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Patent No.
Issue Date
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Status
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Engility LLC
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PRESERVING THE CONTENT OF A COMMUNICATION SIGNAL CORRUPTED BY INTERFERENCE DURING TRANSMISSION
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12/274,636
November 20, 2008
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8,175,186
May 8, 2012
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Issued
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TRADEMARK/TRADE NAMES OWNED BY ENGILITY CORPORATION
U.S. Trademark Registrations
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Xxxx
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Serial No.
Filing Date
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Reg. No.
Reg. Date
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Status
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Owner of Record
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85207204
December 29, 2010
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4220167
October 9, 2012
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Registered
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Engility Corporation
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85206406
December 28, 2010
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4220166
October 9, 2012
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Registered
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Engility Corporation
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85197087
December 14, 2010
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4354368
June 18, 2013
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Registered
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Engility Corporation
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TASC (Typed Drawing)
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73223006
July 12, 1979
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1172637
October 6, 1981
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Registered
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Engility Corporation
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85975933
June 17, 2010
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4115094
March 20, 2012
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Registered
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Engility Corporation
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85084378
July 14, 2010
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4289442
February 12, 2013
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Registered
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Engility Corporation
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77969427
March 26, 2010
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4430401
November 12, 2013
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Registered
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Engility Corporation
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DRC (Typed Word Xxxx)
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72424969
05/19/72
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0979114
February 19, 1974
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Registered
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Dynamics Research Corporation
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75611016
12/22/98
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2754719
August 26, 2003
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Registered
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Dynamics Research Corporation
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TRADEMARKS OWNED BY ENGILITY LLC
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Xxxx
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Serial No.
Filing Date
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Reg. No.
Reg. Date
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Status
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Owner of Record
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75402974
December 10, 1997
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2266440
August 3, 1999
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Registered
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Engility, LLC
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85382392
July 27, 2011
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4236110
November 6, 2012
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Registered
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Engility LLC
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86165568
01/14/14
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4635942
November 11, 2014
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Registered
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Engility LLC
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Trade Names
Trade names used by Engility Corporation and its affiliates to identify legal entities, including without limitation “DRC,” “TASC” and
“MPRI,” as well as trade names used by Engility Corporation and its affiliates associated with products or services, including without limitation “Roma.”
