EX-10.5



 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 Simpson Thacher & Bartlett 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/ Clifford Greenblatt

			Name:		Clifford Greenblatt
			Title:		VP & General Counsel
	
	TASC, INC.,
	as the Borrower
		
	By:		 /s/ Clifford Greenblatt

			Name:		Clifford Greenblatt
			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/ Christopher Lee
		 	  

			Name: Christopher Lee
			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/ Joe Moroney

			
			Name:		Joe Moroney
			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/ Joe Moroney

			
			Name:		Joe Moroney
			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/ Joe Moroney

			
			Name:		Joe Moroney
			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/ Gregory W. Hunt

			
			Name:		Gregory W. Hunt
			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/ Joseph Glatt
			
			Name:		Joseph Glatt
			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/ Joseph Glatt
			
			Name:		Joseph Glatt
			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/ Joseph Glatt
			
			Name:		Joseph Glatt
			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/ Joe Moroney

			
			Name:		Joe Moroney
			Title:		Vice President



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








 
					
	Archer Select Mandate Master Fund, L.P.,
	as a Lender
		
	By:		 /s/ Joshua Lobel

			Name:		Joshua Lobel
			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/ Joshua Lobel

			Name:		Joshua Lobel
			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/ Jonathan Barnes

			Name:		Jonathan Barnes
			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/ Carl Goldsmith

			
			Name:		Carl Goldsmith
			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/ Carl Goldsmith

			
			Name:		Carl Goldsmith
			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/ Carl Goldsmith

			
			Name:		Carl Goldsmith
			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/ Carl Goldsmith

			
			Name:		Carl Goldsmith
			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/ Carl Goldsmith

			
			Name:		Carl Goldsmith
			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/ Carl Goldsmith

			
			Name:		Carl Goldsmith
			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/ Carl Goldsmith

			
			Name:		Carl Goldsmith
			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/ Carl Goldsmith

			
			Name:		Carl Goldsmith
			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/ Carl Goldsmith

			
			Name:		Carl Goldsmith
			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/ Carl Goldsmith

			
			Name:		Carl Goldsmith
			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/ Carl Goldsmith

			
			Name:		Carl Goldsmith
			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/ Carl Goldsmith

			
			Name:		Carl Goldsmith
			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/ Rob Jacobi

			
			Name:		Rob Jacobi
			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/ Rob Jacobi

			
			Name:		Rob Jacobi
			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/ Rob Jacobi

			
			Name:		Rob Jacobi
			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/ Rob Jacobi

			
			Name:		Rob Jacobi
			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/ Rob Jacobi

			
			Name:		Rob Jacobi
			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/ Rob Jacobi

			
			Name:		Rob Jacobi
			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/ Rob Jacobi

			
			Name:		Rob Jacobi
			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/ Rob Jacobi

			
			Name:		Rob Jacobi
			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/ Rob Jacobi

			
			Name:		Rob Jacobi
			Title:		Authorized Signatory



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








 
					
			J.P. Morgan Whitefriars Inc.,
			as a Lender
		
	By:		 /s/ Virginia R. Conway

			Name:		Virginia R. Conway
			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/ Jake Hyde

			
			Name:		Jake Hyde
			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/ Jake Hyde

			
			Name:		Jake Hyde
			Title:		Authorized Signatory



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








 
					
			Marathon CLO IV Ltd.
		
			as a Lender
		
	By:		 /s/ Jake Hyde

			
			Name:		Jake Hyde
			Title:		Authorized Signatory



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








 
					
			Marathon CLO V Ltd.
		
			as a Lender
		
	By:		 /s/ Jake Hyde

			
			Name:		Jake Hyde
			Title:		Authorized Signatory



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








 
					
			Marathon CLO VI, Ltd.
		
			as a Lender
		
	By:		 /s/ Jake Hyde

			
			Name:		Jake Hyde
			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/ Jake Hyde

			
			Name:		Jake Hyde
			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/ Glenn R. August
			Name:		Glenn R. 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/ Glenn R. August
			Name:		Glenn R. August
			Title:		Authorized Signatory



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








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



  
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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/ Glenn R. August
			Name:		Glenn R. August
			Title:		Authorized Signatory



  
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First Amendment to TASC, Inc. Second Lien Credit Agreement 








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



  
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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/ Glenn R. August

			Name:		Glenn R. August
			Title:		Authorized Signatory



  
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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/ Glenn R. August
			 Name:
		Glenn R. August
			 Title:
		Authorized Signatory



  
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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/ Glenn R. August
			 Name:
		Glenn R. August
			 Title:
		Authorized Signatory



  
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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/ Glenn R. August
			Name:		Glenn R. 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/ Zachary Serebrenik

			
			Name:		Zachary Serebrenik
			Title:		Senior Vice President
		
	By:		 /s/ Aaron Bendikson

			
			Name:		Aaron Bendikson
			Title:		Managing Director



  
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First Amendment to TASC, Inc. Second Lien Credit Agreement 








 
					
			Princeton Credit Opportunity Fund, LLC,
			as a Lender
		
	By:		 /s/ Paul Malecki

			 Name:
		Paul Malecki
			 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/ George Goudelias

			Name:		George Goudelias
			Title:		Managing Director


  
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First Amendment to TASC, Inc. Second Lien Credit Agreement 








 
					
	 Archer Capital Master Fund, L.P.,

	 as a Lender

		
	By:		 /s/ Joshua Lobel

			Name:		Joshua Lobel
			Title:		Authorized Person



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