EX10.9



 Exhibit 10.9 

ASSUMPTION AGREEMENT, dated as of February 26, 2015, made by each of the undersigned (each individually, an “Additional
Grantor” and collectively, the “Additional Grantors”), in favor of Barclays Bank PLC, as collateral agent (in such capacity, the “Collateral Agent”) for the banks and other financial institutions or
entities (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. 

W I T N E S S E T H : 

WHEREAS, TASC Parent Corporation, a Delaware corporation (“Holdings”), TASC, Inc., a Massachusetts corporation
(“TASC” or the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”) and Barclays Bank PLC, as Collateral
Agent (in such capacity, the “Collateral Agent”) and Administrative Agent have entered into that certain First Lien Credit Agreement, dated as of May 23, 2014 (as amended by that certain First Amendment to First Lien Credit
Agreement dated as of December 18, 2014 and by that certain Second Amendment Agreement dated as of February 26, 2015 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

 WHEREAS, in connection with the Credit Agreement, the Borrower (as such term is defined in the Guarantee and Collateral Agreement) and
certain of its Affiliates (other than the Additional Grantors) have entered into the First Lien Guarantee and Collateral Agreement, dated as of May 23, 2014 (as amended, supplemented or otherwise modified from time to time, the
“Guarantee and Collateral Agreement”) in favor of the Collateral Agent for the benefit of the Administrative Agent, the Collateral Agent and the other Secured Parties; 

WHEREAS, the Credit Agreement requires the Additional Grantors to become parties to the Guarantee and Collateral Agreement; and 

WHEREAS, the Additional Grantors have agreed to execute and deliver this Assumption Agreement in order to become party to the Guarantee and
Collateral Agreement; 
 NOW, THEREFORE, IT IS AGREED: 

1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantors, as provided in
Section 8.14 of the Guarantee and Collateral Agreement, hereby become party to the Guarantee and Collateral Agreement as Guarantors and Grantors thereunder with the same force and effect as if originally named therein as Guarantors and Grantors
and, without limiting the generality of the foregoing, hereby expressly assume all obligations and liabilities of a Guarantor and a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the
Schedules to the Guarantee and Collateral Agreement. The Additional Grantors hereby represent and warrant, to the extent applicable, that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral
Agreement is true and correct on and as of the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. 

2. GOVERNING LAW. RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT 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. 







 IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and
delivered as of the date first above written. 
  

			
	 ENGILITY CORPORATION,

	as Grantor and Guarantor
		
	By:		 /s/ Anthony Smeraglinolo

	Name:		 Anthony Smeraglinolo

	Title:		 President and Chief Executive Officer

	
	INTERNATIONAL RESOURCES GROUP
	 LTD.,
 as Grantor and
Guarantor

		
	By:		 /s/ Anthony Smeraglinolo

	Name:		 Anthony Smeraglinolo

	Title:		 President and Chief Executive Officer

	
	 DYNAMICS RESEARCH CORPORATION,

as Grantor and Guarantor

		
	By:		 /s/ Anthony Smeraglinolo

	Name:		 Anthony Smeraglinolo

	Title:		 President and Chief Executive Officer




  
 2 








 Annex I-A to 

Assumption Agreement 

Supplement to Schedule 1 

NOTICE ADDRESSES OF GUARANTORS 
  

			
	 Guarantor
	  	 Address for Notices

		
	Engility Corporation1	  	 3750 Centerview Drive

Chantilly, VA 20151

	International Resources Group Ltd.	  	 1320 Braddock Place

Alexandria, VA 22314

	Dynamics Research Corporation	  	 3750 Centerview Drive

Chantilly, VA 20151


  

	1 	To be converted to Engility LLC, a Delaware limited liability company. 


  
 Supplement to Schedule 1
- 1 








 Supplement to Schedule 2 

DESCRIPTION OF INVESTMENT PROPERTY 
 Pledged
Stock: 
  

									
	 Issuer
	  	 Registered Owners
	  	 Number of
Certificate
	  	 Percentage of Shares
Pledged
	  	 No. or % of Shares

Owned

	 Cayenta, Inc.
	  	Engility Corporation	  	N/A	  	 75.68% of the
 common shares & 0% of the
preferred
	  	75.68% of the common shares & 0% of the preferred
					
	 LinCom Wireless, Inc.
	  	Engility Corporation	  	N/A	  	96.98%	  	96.98%
					
	 Titan Wireless, Inc.
	  	Engility Corporation	  	N/A	  	99.88%	  	99.88%
					
	 MPRI International Services, Ltd.
	  	Engility Corporation	  	N/A	  	65%	  	100%
					
	 Titan Deutschland GmbH
	  	Engility Corporation	  	N/A	  	65%	  	100%
					
	 TM Creditors
	  	Engility Corporation	  	N/A	  	<1%	  	<1%
					
	 International Resources Group Ltd.
	  	Engility Corporation	  	1	  	100%	  	390,895/100%


  
 Supplement to Schedule 2
- 1 









									
	 IRG Systems South Asia Private Limited
		International Resources Group Ltd.		N/A		65%		90%
					
	 Dynamics Research Corporation
		Engility Corporation		1		100%		10 shares/100%
					
	 H.J. Ford Associates, Inc.
		Dynamics Research Corporation		1		100%		61.656 shares / 100%
					
	 DRC International Corporation
		Dynamics Research Corporation		2		100%		2,500 shares / 100%

 Pledged Notes: 

None. 

  
 Supplement to Schedule 2
- 2 








 Pledged LLC Interests: 
  

											
	 Issuer
	  	 Registered Owners
	  	 Certificated
(Y/N)
	  	 Certificate No.
(if any)
	  	 No. or % of

Pledged Units
	  	 % of Outstanding LLC
Interests of the Issuer

	 Engility LLC1
	  	TASC, Inc.	  	N	  	N/A	  	100%	  	100%
						
	 Kadix Systems, LLC
	  	Dynamics Research Corporation	  	Y	  	3	  	100 units / 100%	  	100%
						
	 High Performance Technologies Innovations, LLC
	  	Dynamics Research Corporation	  	Y	  	1	  	100 shares / 100%	  	100%
						
	 HMR Tech, LLC
	  	Dynamics Research Corporation	  	N	  	N/A	  	40%	  	40%

 Other Pledged Equity Interests: 
  

											
	 Issuer
	  	 Registered Owners
	  	 Class of Interests
	  	 Certificated
(Y/N)
	  	 Certificate No.
(if any) 
	  	 No. of Pledged Units/% of
Outstanding
Interests of
the Issuer

	 TMASC JV
	  	Engility Corporation	  	Membership interests	  	N	  	N/A	  	50%/50%

  

	1 	After giving effect to conversion of Engility Corporation, a Delaware corporation, to Engility LLC, a Delaware limited liability company. 


  
 Supplement to Schedule 2
- 3 








 Supplement to Schedule 3 

LEGAL NAME, LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE 

 

							
	 Grantor
	  	 Jurisdiction of

Organization
	  	 Chief Executive Office
	  	 Organizational

Identification

Number

	Engility Corporation1	  	Delaware	  	 3750 Centerview Drive

Chantilly, VA 20151
	  	0720430
	International Resources Group Ltd.	  	Delaware	  	 1320 Braddock Place

Alexandria, VA 22314
	  	2043205
	Dynamics Research Corporation	  	Massachusetts	  	 Two Technology Drive

Andover, MA
 01810-2434
	  	042211809

  

	1 	To be converted to Engility LLC, a Delaware limited liability company. 


  
 Supplement to Schedule 3
- 1 








 Supplement to Schedule 4 

COPYRIGHTS AND COPYRIGHT LICENSES 
  

							
	 Title
	  	 Registration Number
	  	 Registration Date
	  	 Owner

				
	Cycle interpolation monochip metallization mask work, MLA3454A	  	MW0000001798	  	7/28/1986	  	Dynamics Research Corporation
				
	Data accessor for Digital Equipment Corporation’s VAX computer	  	TXu000302267	  	10/26/1987	  	Dynamics Research Corporation
				
	Data accessor for the Honeywell DPS-8	  	TXu000302266	  	10/26/1987	  	Dynamics Research Corporation
				
	Expense tracking and planning system (ETAPS) reports	  	TX0005953722	  	4/01/2004	  	Dynamics Research Corporation
				
	First ten pages of network interface for the I B M PC	  	TXu000302553	  	10/26/1987	  	Dynamics Research Corporation
				
	Network supervisor for Digital Equipment Corporation’s VAX computer	  	TXu000302254	  	10/26/1987	  	Dynamics Research Corporation
				
	Joint Range Extender underlying software	  	Unregistered	  	Unregistered	  	Engility Corporation

 PATENTS AND PATENT LICENSES 
  

									
	 Patent Title
	  	 Application/
 Registration

No.
	 	 Filing Date/Issued Date
	 	 Status
	 	 Owner

					
	Method of Environmental Performance Measurement	  	App No. 09/792,044/ Reg. No. 6,509,730	 	 Filed: February 26, 2001

Issued: January 21, 2003
	 	Expired due to non-payment of maintenance fees	 	Engility Corporation
					
	SLMCO Water Purification System	  	App No. 12/958,223	 	Filed: December 1, 2010	 	PENDING	 	Engility Corporation


  
 Supplement to Schedule 4
- 1 








 TRADEMARKS AND TRADEMARK LICENSES 

 

									
	 Trademark/Image if any
	  	 Application/
Registration No.
	  	 Filing Date/Issued Date
	  	 Status
	  	 Owner

					
	MPRI	  	2266440	  	 Filed: December 10, 1997
  

Issued: August 3, 1999
	  	LIVE	  	Engility Corporation
					
	ENGILITY	  	 4236110
  

App No. 85382392
	  	 Filed July 27, 2011
  

Issued: November 6, 2012
	  	LIVE	  	Engility Corporation
					
	ENGILITY	  	App No. 85382370	  	Filed July 27, 2011	  	Abandoned	  	Engility Corporation
					
	DRC	  	0979114	  	Issued: February 19, 1974	  	LIVE	  	Dynamics Research Corporation
					
	  
 




	  	0775122	  	 Filed: February 26, 1963
 Issued: August 11,
1964
	  	LIVE	  	Dynamics Research Corporation
					
	  
 




	  	0707199	  	 Filed April 26, 1960
 Issued: November 15,
1960
	  	Abandoned	  	Dynamics Research Corporation
					
	  
 




	  	4635942	  	 Filed: January 14, 2014
  

Issued: November 11, 2014
	  	LIVE	  	Engility Corporation
					
	EMERGENCY TEAM COORDINATION COURSE	  	1921276	  	 Filed: January 17, 1995
 Issued: September 19,
1995
	  	LIVE	  	Dynamics Research Corporation
					
	ETCC	  	1945607	  	 Filed: January 17, 1995
 Issued: January 2,
1996
	  	LIVE	  	Dynamics Research Corporation
					
	MEDTEAMS	  	2754719	  	 Filed: December 22, 1998
 Issued: August 26,
2003
	  	LIVE	  	Dynamics Research Corporation


  
 Supplement to Schedule 4
- 2 








 DOMAIN NAME REGISTRATIONS 

 

			
	 Corporate Domains
	  	 
	 Domain Name
	  	 Expiration Date

	l3-gses.com	  	7/7/2016
	mkisystems.com	  	5/29/2017
	drc.com	  	8/9/2018
	atacserv.com	  	1/27/2020
	irgltd.com	  	4/27/2020
	engilitycorp.com	  	7/11/2020
	engilityone.com	  	8/3/2020
		
	 Contract Domains
	  	 
	 Domain Name
	  	 Expiration Date

	connectingmfg.com	  	5/22/2015
	connectingmfg.org	  	5/22/2015
	drceagle.com	  	6/29/2015
	wateriqcii.com	  	10/18/2015
	drcnetcents11.com	  	1/4/2016
	drcnetcents2.com	  	1/4/2016
	drcnetcentsii.com	  	1/4/2016
	drcnetcentstwo.com	  	1/4/2016
	drctipss4.com	  	3/2/2016
	drctipssfour.com	  	3/2/2016
	drctipssiiii.com	  	3/2/2016
	drctipsssiv.com	  	3/2/2016
	l3-jems.com	  	7/7/2016
	l3-mako.com	  	7/7/2016
	icitapeng.us	  	11/21/2016
	dodmantech.com	  	12/7/2016
	jvcaps.com	  	8/30/2017
	jre-gw.com	  	12/17/2017
	usaidcotrlearning.net	  	5/15/2018
	drcalliant.com	  	8/22/2018
	sysengtoolbox.com	  	11/26/2018
	l3-warfighter.com	  	8/11/2020
	drcdesp3.com	  	1/30/2022
	drcdespiii.com	  	1/30/2022



  
 Supplement to Schedule 4
- 3 









			
	 Expired Domains
	  	 
	 Domain Name - Expired
	  	 Expiration Date

	engilitycode.com	  	11/18/2014
	usaidcrc.net	  	12/3/2014
	hjford.com	  	1/26/2015



  
 Supplement to Schedule 4
- 4 








 Supplement to Schedule 5 

MATERIAL GOVERNMENT CONTRACTS 
  

			
	 Number
	 	 Internal

Project #

	1	 	100004
	2	 	100009
	3	 	100016
	4	 	100018
	5	 	100038
	6	 	100055
	7	 	100086
	8	 	100125
	9	 	100130
	10	 	100335
	11	 	100393
	12	 	100400
	13	 	100405
	14	 	100406
	15	 	100563
	16	 	100564
	17	 	100565
	18	 	100583
	19	 	100632
	20	 	100639
	21	 	100720
	22	 	100919
	23	 	101000
	24	 	101036
	25	 	101037
	26	 	101038
	27	 	101041
	28	 	101053
	29	 	101134
	30	 	101143
	31	 	101184 (Catalog Sales)
	32	 	101185 (JRE Help Desk)
	33	 	101193
	34	 	101213
	35	 	101220.0000.C028
	36	 	101285
	37	 	101290
	38	 	101300
	39	 	101313


  
 Supplement to Schedule 5
- 1 









			
	40		101323
	41		101328
	42		101349
	43		101353
	44		101357
	45		101357.00FG04
	46		101357.00N403
	47		101366
	48		101366.4001.0042
	49		101372
	50		101703
	51		101714
	52		104007
	53		104015
	54		104016
	55		104037
	56		104039
	57		104040
	58		104041
	59		104042
	60		104046
	61		104058
	62		104065
	63		104086
	64		104094
	65		104110
	66		104111
	67		104214
	68		104215
	69		104313
	70		120000
	71		120005
	72		120011
	73		120012
	74		120013
	75		120014
	76		120015
	77		120016
	78		120017
	79		130010
	80		130054
	81		130841
	82		130D28
	83		130D39
	84		130D50
	85		130D60


  
 Supplement to Schedule 5
- 2 









			
	86		131013
	87		131013.0003
	88		131912
	89		134Y02
	90		13D003
	91		13D004
	92		13D004.00.0002
	93		13D011
	94		13D017
	95		13D031
	96		13D032
	97		13D065
	98		13D141
	99		13D149
	100		13D210
	101		13D817
	102		13D843
	103		13D859
	104		13D866
	105		13D903
	106		13D917
	107		13D957
	108		13DE06
	109		13DE06.KX01
	110		13G004
	111		13G068
	112		13G075
	113		13G702
	114		13G814
	115		13G838
	116		13S036
	117		13S062
	118		13S103
	119		13S200
	120		13S451
	121		13S780
	122		13S851
	123		13S892
	124		13S9SH
	125		140015
	126		140021
	127		140056
	128		140067
	129		140107
	130		14D005
	131		14D019


  
 Supplement to Schedule 5
- 3 









			
	132		14G062
	133		14G115
	134		14G205
	135		14G315
	136		14G413
	137		14G708
	138		14S003
	139		14S005
	140		14S011
	141		14S022
	142		14S039
	143		14S297
	144		14S817
	145		14S839
	146		14S844
	147		150004
	148		150128
	149		150807
	150		D10045
	151		D12898
	152		D12899
	153		D13938
	154		D14015
	155		D14192
	156		D14305
	157		D14309
	158		D14336
	159		D14342
	160		D14346
	161		D14347
	162		D14348
	163		D14349
	164		D14350
	165		D14397
	166		D14407
	167		D14413
	168		D14421
	169		D14429
	170		D14442
	171		D14448
	172		D14450
	173		D14463
	174		D14489
	175		D14511
	176		D14542
	177		D14565


  
 Supplement to Schedule 5
- 4 









			
	178		D14568
	179		D14609
	180		D14617
	181		D14633
	182		D14643
	183		D14659
	184		D14672
	185		D14719
	186		D14721
	187		D14724
	188		D14748
	189		D14753
	190		D14766
	191		D14772
	192		D14781
	193		D14795
	194		D14807
	195		D14812
	196		D14814
	197		D14824
	198		D14839
	199		D14848
	200		D14851
	201		D14884
	202		D14900
	203		D14909
	204		D14919
	205		D14921
	206		D14939
	207		D14942
	208		D14944
	209		D14949
	210		D14952
	211		D14953
	212		D14958
	213		D14975
	214		D14994
	215		D14996
	216		D15006
	217		D15012
	218		D15016
	219		D15025
	220		D15035
	221		D15052
	222		D15049
	223		D15033
	224		D15027


  
 Supplement to Schedule 5
- 5 








 Supplement to Schedule 6 

COMMERCIAL TORT CLAIMS 
 None. 

  
 Supplement to Schedule 6
- 1 








 Supplement to Schedule 7 

FILINGS AND OTHER ACTIONS 

REQUIRED TO PERFECT SECURITY INTERESTS 

Uniform Commercial Code Filings 
  

	 	•	 	Secretary of State of the State of Delaware (Debtors: Engility Corporation1; International Resources Group Ltd.) 


 

	 	•	 	Secretary of State of the State of Massachusetts (Debtor: Dynamics Research Corporation) 

 Copyright, Patent
and Trademark Filings 
 United States Patent & Trademark Office 

United States Copyright Office 
 Actions with respect to
Investment Property 
 Delivery to the Collateral Agent of: 
  

	 	•	 	stock certificate No. 1 issued by International Resources Group Ltd. to Engility Corporation for 390,895 shares of common stock, together with an undated stock power covering such certificate duly executed in blank
by Engility Corporation 

  

	 	•	 	stock certificate No. 1 issued by Dynamics Research Corporation to Engility Corporation for 10 shares of common stock, together with an undated stock power covering such certificate duly executed in blank by
Engility Corporation 

  

	 	•	 	stock certificate No. 1 issued by H.J. Ford Associates, Inc. to Dynamics Research Corporation for 61,656 shares of common stock, together with an undated stock power covering such certificate duly executed in blank
by Dynamics Research Corporation 

  

	 	•	 	stock certificate No. 2 issued by DRC International Corporation to Dynamics Research Corporation for 2,500 shares of common stock, together with an undated stock power covering such certificate duly executed in
blank by Dynamics Research Corporation 

  

	 	•	 	membership certificate No. 3 issued by Kadix Systems, LLC to Dynamics Research Corporation for 100 membership units, together with an undated transfer power covering such certificate duly executed in blank by
Dynamics Research Corporation 

  

	 	•	 	stock certificate No. 1 issued by High Performance Technologies Innovations, LLC (f/k/a High Performance Technologies, Inc.) to Dynamics Research Corporation for 100 shares of common stock, together with an undated
stock power covering such certificate duly executed in blank by Dynamics Research Corporation 

  

	1 	To be converted to Engility LLC, a Delaware limited liability company. 


  
 Supplement to Schedule 7
- 1