Letter Amendment No. 2



 Exhibit 10.1 
 EXECUTION COPY 
 LETTER AMENDMENT NO. 2 
 July 31, 2007 
 To the banks, financial institutions

 and other institutional lenders 
 (collectively, the “Lenders”) parties 
 to the Credit Agreement referred to 
 below and to Citicorp USA, Inc., as agent 
 (the “Agent”) for the Lenders 
 Ladies and Gentlemen: 
 Reference is made to the Five Year Credit Agreement dated as of June 6, 2006, as amended by the Letter Amendment dated as of August 23, 2006 (as
so amended, the “Credit Agreement”) among Science Applications International Corporation (the “Company”), the banks and other financial institutions and the initial issuing banks listed on the signature pages thereof, and
Citicorp USA, Inc., as agent (the “Agent”) for the Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement. 
 The undersigned hereby requests that each of the Lenders agree to extend the Maturity Date for one year, to June 6, 2012. 
 The Company hereby certifies that, as of the date hereof, the representations and warranties contained in Section 4.01 of the Credit Agreement are
correct and no event has occurred and is continuing that constitutes a Default or an Event of Default. 
 This Letter Amendment shall become
effective as to each Lender that executes and returns this Letter Amendment as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Letter Amendment executed by the undersigned and
the Requisite Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Letter Amendment. This Letter Amendment is subject to the provisions of Section 10.01 of the Credit
Agreement. 
 On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment. 
 The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and 








 
effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 
 If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least two counterparts of this Letter
Amendment to Susan L. Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022. 
 This Letter Amendment may
be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment. 
 This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 
  

			
	Very truly yours,
	
	 SCIENCE APPLICATIONS
 INTERNATIONAL
CORPORATION,
 a Delaware corporation

		
	By	 	  

	Title:	 	
	
	 SAIC, INC.,
 a Delaware
corporation

		
	By	 	  

	Title:	 	


 Agreed as of the date first above written: 
  

			
	 CITICORP USA, INC.,
 as Administrative Agent
and as a Lender

		
	By	 	  

		
	Title:	 	
	
	WACHOVIA BANK NATIONAL ASSOCIATION
		
	By	 	  

	Title:	 	









			
	 BANK OF AMERICA, N.A.

		
	 By
	 	  

	 Title:
	 	
	
	 MORGAN STANLEY BANK

		
	 By
	 	  

	 Title:
	 	
	
	 U.S. BANK NATIONAL ASSOCIATION

		
	 By
	 	  

	 Title:
	 	
	
	 THE BANK OF NEW YORK

		
	 By
	 	  

	 Title:
	 	
	
	 KEYBANK NATIONAL ASSOCIATION

		
	 By
	 	  

	 Title:
	 	
	
	 THE BANK OF NOVA SCOTIA

		
	 By
	 	  

	 Title:
	 	
	
	 ROYAL BANK OF SCOTLAND PLC

		
	 By
	 	  

	 Title:
	 	
	
	 SOCIETE GENERALE

		
	 By
	 	  

	 Title: